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-CSR

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, 2017

Date of reporting period: April 30, 2017

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

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.

LARGE CAP VALUE FUND

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 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, 2017

Contents

President’s Message	1
Performance Overview	2
Expense Examples	4
Schedule of Investments:
American Beacon Large Cap Value Fund	6
Financial Statements	14
Notes to Financial Statements	18
Financial Highlights:
American Beacon Large Cap Value Fund	34

Additional Fund Information Back Cover

President’s Message

Dear Shareholders,   In the weeks ahead of the U.S. presidential election on November 8, 2016, uncertainty about the outcome caused many investors to stay on the sidelines. Some investors questioned whether the election’s result would have negative consequences for their portfolios, although elections have rarely had a lasting effect on the market.   Following the election, the markets responded positively to aspects of the incoming administration’s proposed plans for economic growth; i.e., repatriating jobs from overseas, relaxing regulations, lowering taxes and increasing infrastructure spending. From Election Day 2016 to Inauguration Day 2017, the S&P 500 Index – a broad measure of the performance of large U.S. companies – climbed approximately 6%. During the administration’s first 100 days (Inauguration Day to April 30), the same market bellwether gained approximately 5%.

Then on March 15, 2017, as economists had anticipated, the Federal Reserve increased the federal funds rate by 0.25% to a range of 0.75% to 1.00%. It was the third increase since 2008. The Federal Open Market Committee’s confidence in the improving U.S. economy was previously exhibited in December 2016 and December 2015. Economists anticipate two additional increases in 2017.

For the six months ended April 30, 2017:

• American Beacon Large Cap Value Fund (Investor Class) returned 14.17%.

For the same time period, benchmarks measuring the performance of large-cap domestic stocks underperformed the Fund’s Investor Class: The S&P 500 Index gained 13.32%, and the Russell 1000 Value Index returned 11.69%. However, the Dow Jones Industrial Average, which follows the performance of 30 significant stocks trading on the New York Stock Exchange and The NASDAQ Stock Market, gained 16.88%.

At American Beacon Advisors, we are proud to offer a broad range of domestic and global equity and fixed-income funds sub-advised by experienced asset managers who employ distinctive investment processes to manage assets through a variety of economic and market conditions. Together, we work diligently to help our shareholders meet their long-term financial goals.

Thank you for your continued interest in 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, 2017 (Unaudited)

The Investor Class of the American Beacon Large Cap Value Fund (the “Fund”) returned 14.17% for the six months ended April 30, 2017, outperforming the Russell 1000^® Value Index (the “Index”) return of 11.69% for the same period.

Total Returns for the Period ended 4/30/17
	Ticker	6 Months*			1 Year			3 Years			5 Years			10 Years
Institutional Class (1,7)	AADEX		14.34	%		18.10	%		6.53	%		12.23	%			5.44	%
Y Class (1,2,7)	ABLYX		14.28	%		18.01	%		6.44	%		12.14	%			5.37	%
Investor Class (1,7)	AAGPX		14.17	%		17.68	%		6.17	%		11.84	%			5.09	%
Advisor Class (1,7)	AVASX		14.04	%		17.49	%		6.01	%		11.68	%		��	4.92	%
A Class with sales charge (1,3,7)	ALVAX		7.52	%		10.89	%		4.05	%		10.41	%			4.40	%
A Class without sales charge (1,3,7)	ALVAX		14.09	%		17.64	%		6.12	%		11.73	%			5.02	%
C Class with sales charge (1,4,7)	ALVCX		12.70	%		15.72	%		5.31	%		10.88	%			4.48	%
C Class without sales charge (1,4,7)	ALVCX		13.70	%		16.72	%		5.31	%		10.88	%			4.48	%
R6 Class (1,5,7)	AALRX		14.30	%		18.06	%		6.52	%		12.23	%			5.44	%
Russell 1000 Value Index (6)			11.69	%		16.55	%		8.26	%		13.32	%			5.53	%

* 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 total returns achieved by the Institutional Class from 4/30/07 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 4/30/07.

3. Fund performance for the ten-year period represents the total returns achieved by the Investor Class from 4/30/07 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 4/30/07. A Class shares have a maximum sales charge of 5.75%.

4. Fund performance for the ten-year period represents the total returns achieved by the Investor Class from 4/30/07 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 4/30/07. A portion of the fees charged to the C Class were 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. C Class shares have a maximum contingent deferred sales charge of 1.00% for shares redeemed within one year of the date of purchase.

5. Fund performance for the 6 month, one-year, three-year, five-year and ten-year periods represent the returns achieved by the Institutional Class from 4/30/07 through 2/28/17, the inception date of the R6 Class, and the returns of the R6 Class since its inception. Expenses of the R6 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 R6 Class been in existence since 4/30/07. A portion of the fees charged to the R6 Class of the Fund was waived since 2/28/17. Performance prior to waiving fees was lower than the actual returns shown.

6. 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. Frank Russell Company (“Russell”) is the source and owner of the trademarks, service marks and copyrights related to the Russell Indexes. Russell^® is a trademark of Frank Russell Company. Neither Russell nor its licensors accept any liability for any errors or omissions in the Russell Indexes and/or Russell ratings or underlying data, and no party may rely on any Russell Indexes and/or Russell ratings and/or underlying data contained in this communication. No further distribution of Russell Data is permitted without Russell’s express written consent. Russell does not promote, sponsor or endorse the content of this communication. 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, Advisor, A, C, and R6 Class shares was 0.60%, 0.67%, 0.93%, 1.08%, 0.98%, 1.74%, and 0.58%, 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 for the six-month period.

2

American Beacon Large Cap Value Fund^SM

Performance Overview

April 30, 2017 (Unaudited)

The Fund’s investments in the Financials and Information Technology sectors contributed to most of the stock selection outperformance. In the Financials sector, Bank of America Corp. (up 44.6%) and Citigroup Inc. (up 21.4%) were the largest positive contributors. Positions in Micron Technology Inc. (up 62.1%), Ericsson (LM) Tel Sp. ADR (up 35.1%) and Corning Inc. (up 28.7%) helped the Fund’s returns in the Information Technology sector. The aforementioned good performance was somewhat offset by stock selection in the Consumer Discretionary sector. In this sector, Michael Kors Holdings Ltd. (down 28.0%) and Target Corp. (down 15.9%) hurt the Fund’s returns.

Sector allocation helped as a significant underweight to Real Estate – the second worst performing sector in the Index – and an underweight in Consumer Staples (up 4.2% and up 6.2%, respectively), added relative performance compared to the Index. The Fund’s overweight position in Consumer Discretionary (up 10.6%) somewhat muted relative outperformance from sector allocation.

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)
Citigroup, Inc.		3.8
JPMorgan Chase & Co.		2.9
Bank of America Corp.		2.8
Wells Fargo & Co.		2.3
BP PLC		2.2
American International Group, Inc.		2.1
Oracle Corp.		2.0
Microsoft Corp.		1.9
Anthem, Inc.		1.7
Medtronic PLC		1.7
Total Fund Holdings	205
Sector Allocation (% Equities)
Financials		27.5
Industrials		12.8
Information Technology		12.3
Health Care		12.3
Energy		10.7
Consumer Discretionary		9.3
Consumer Staples		6.3
Materials		4.7
Telecommunication Services		2.1
Utilities		1.9
Real Estate		0.1

3

American Beacon Large Cap Value Fund^SM

Expense Examples

April 30, 2017 (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, distribution (12b-1) fees, and other Fund expenses. The Examples 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, 2016 through April 30, 2017.

Actual Expenses

The “Actual” lines of the table 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 = $8.60), then multiply the result by the “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) 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 “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.

4

American Beacon Large Cap Value Fund^SM

Expense Examples

April 30, 2017 (Unaudited)

	Beginning Account Value 11/1/2016		Ending Account Value 4/30/2017		Expenses Paid During Period 11/1/2016-4/30/2017*
Institutional Class
Actual		$1,000.00		$1,143.40		$3.19
Hypothetical**		$1,000.00		$1,021.80		$3.01
Y Class
Actual		$1,000.00		$1,142.80		$3.56
Hypothetical**		$1,000.00		$1,021.50		$3.36
Investor Class
Actual		$1,000.00		$1,141.70		$4.89
Hypothetical**		$1,000.00		$1,020.20		$4.61
Advisor Class
Actual		$1,000.00		$1,140.40		$5.73
Hypothetical**		$1,000.00		$1,019.40		$5.41
A Class
Actual		$1,000.00		$1,140.90		$5.20
Hypothetical**		$1,000.00		$1,019.90		$4.91
C Class
Actual		$1,000.00		$1,137.00		$9.17
Hypothetical**		$1,000.00		$1,016.20		$8.65
R6 Class
Actual		$1,000.00		$1,143.00		$1.15
Hypothetical**		$1,000.00		$1,021.70		$3.16

* Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 0.60%, 0.67%, 0.92%, 1.08%, 0.98%, 1.73% and 0.63% for the Institutional, Y, Investor, Advisor, A, C and R6 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.

5

American Beacon Large Cap Value Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Shares		Fair Value
COMMON STOCKS - 96.36%
Consumer Discretionary - 8.95%
Auto Components - 1.64%
Adient PLC		179,598		$	13,211,229
Delphi Automotive PLC		146,468			11,776,027
Goodyear Tire & Rubber Co.		1,361,209			49,316,602
Magna International, Inc.		1,193,441			49,850,031
					124,153,889
Automobiles - 2.37%
Ford Motor Co.		1,626,452			18,655,404
General Motors Co.		3,170,105			109,812,437
Harley-Davidson, Inc.		204,486			11,616,850
Honda Motor Co., Ltd., ADR		340,272			9,901,915
Toyota Motor Corp., ADR		269,799			29,176,064
					179,162,670
Hotels, Restaurants & Leisure - 0.55%
Carnival Corp.		295,300			18,240,681
Norwegian Cruise Line Holdings Ltd.A		437,000			23,567,410
					41,808,091
Household Durables - 0.32%
DR Horton, Inc.		681,900			22,427,691
Newell Brands, Inc.		41,727			1,992,047
					24,419,738
Media - 2.39%
CBS Corp., Class B, NVR		504,903			33,606,344
Comcast Corp., Class A		1,231,043			48,244,575
Discovery Communications, Inc., Class AA B		1,460,944			42,045,968
Discovery Communications, Inc.A		426,400			11,930,672
Interpublic Group of Companies, Inc.		251,456			5,926,818
Omnicom Group, Inc.		312,621			25,672,436
Time Warner, Inc.		104,042			10,328,249
Walt Disney Co.		26,341			3,045,020
					180,800,082
Multiline Retail - 0.49%
Dollar General Corp.		295,900			21,514,889
Target Corp.		285,865			15,965,560
					37,480,449
Specialty Retail - 0.62%
Advance Auto Parts, Inc.		22,423			3,187,205
Bed Bath & Beyond, Inc.		516,806			20,026,233
Lowe’s Cos., Inc.		278,700			23,656,056
					46,869,494
Textiles, Apparel & Luxury Goods - 0.57%
Hanesbrands, Inc.B		1,106,744			24,138,087
Michael Kors Holdings Ltd.A		508,595			18,985,851
					43,123,938
Total Consumer Discretionary					677,818,351
Consumer Staples - 6.08%
Beverages - 0.26%
Diageo PLC, ADR		107,786			12,657,310
PepsiCo, Inc.		62,969			7,133,128
					19,790,438

See accompanying notes

6

American Beacon Large Cap Value Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Shares		Fair Value
Consumer Staples - 6.08% (continued)
Food & Staples Retailing - 1.62%
CVS Health Corp.		1,256,080		$	103,551,235
Wal-Mart Stores, Inc.		251,782			18,928,971
					122,480,206
Food Products - 0.93%
Archer-Daniels-Midland Co.		103,782			4,748,027
Bunge Ltd.		132,114			10,440,969
Danone S.A., ADRB		369,106			5,197,012
General Mills, Inc.		176,878			10,172,254
JM Smucker Co.		42,079			5,332,251
Kellogg Co.		183,895			13,056,545
Mead Johnson Nutrition Co.		26,664			2,365,630
Nestle S.A., ADR		248,863			19,162,202
					70,474,890
Household Products - 0.06%
Procter & Gamble Co.		52,060			4,546,400
Personal Products - 0.06%
Coty, Inc., Class A		263,113			4,696,567
Tobacco - 3.15%
Altria Group, Inc.		974,860			69,975,451
Imperial Brands PLC, ADRB		1,111,614			55,271,671
Philip Morris International, Inc.		1,022,402			113,323,038
					238,570,160
Total Consumer Staples					460,558,661
Energy - 10.30%
Energy Equipment & Services - 0.50%
Helmerich & Payne, Inc.		193,000			11,703,520
Oceaneering International, Inc.		452,900			11,952,031
Schlumberger Ltd.		199,053			14,449,257
					38,104,808
Oil, Gas & Consumable Fuels - 9.80%
Anadarko Petroleum Corp.		672,200			38,328,844
Apache Corp.		1,067,368			51,916,780
BP PLC, ADR		4,766,491			163,585,971
Canadian Natural Resources Ltd.		2,207,403			70,349,934
Chevron Corp.		657,383			70,142,766
Cobalt International Energy, Inc.A		3,450,365			1,349,438
ConocoPhillips		1,348,616			64,612,193
Devon Energy Corp.		860,766			33,991,649
EOG Resources, Inc.		118,089			10,923,232
Exxon Mobil Corp.		136,069			11,110,034
Hess Corp.		734,792			35,879,893
Kosmos Energy Ltd.A B		1,241,245			7,459,882
Marathon Oil Corp.		3,248,486			48,304,987
Murphy Oil Corp.		1,147,560			30,043,121
Occidental Petroleum Corp.		135,746			8,353,809
Phillips 66		814,804			64,825,806
Royal Dutch Shell PLC, Class A, ADR		593,722			30,986,351
					742,164,690
Total Energy					780,269,498

See accompanying notes

7

American Beacon Large Cap Value Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Shares		Fair Value
Financials - 26.53%
Banks - 14.00%
Bank of America Corp.		9,107,598		$	212,571,337
BNP Paribas S.A., ADRB		641,500			22,677,025
CIT Group, Inc.		234,100			10,841,171
Citigroup, Inc.		4,861,001			287,382,379
Citizens Financial Group		875,253			32,130,538
JPMorgan Chase & Co.		2,549,903			221,841,561
PNC Financial Services Group, Inc.		407,337			48,778,606
Popular, Inc.		633,600			26,554,176
US Bancorp		522,485			26,793,031
Wells Fargo & Co.		3,176,327			171,013,446
					1,060,583,270
Capital Markets - 4.43%
Bank of New York Mellon Corp.		494,686			23,279,923
BlackRock, Inc.		27,894			10,727,195
Blackstone Group MLP		1,989,048			61,342,240
Franklin Resources, Inc.		132,580			5,715,524
Goldman Sachs Group, Inc.		209,977			46,992,853
KKR & Co. MLP		4,585,408			87,031,044
Moody’s Corp.		59,491			7,038,975
Morgan Stanley		706,078			30,622,603
Nasdaq, Inc.		178,185			12,271,601
S&P Global, Inc.		19,926			2,673,870
State Street Corp.		539,463			45,260,946
T Rowe Price Group, Inc.		37,824			2,681,343
					335,638,117
Consumer Finance - 2.42%
American Express Co.		141,247			11,193,825
Capital One Financial Corp.		783,764			62,998,950
Navient Corp.		1,473,601			22,398,735
OneMain Holdings, Inc.A		517,600			12,070,432
Santander Consumer USA Holdings, Inc.A		1,588,747			20,240,637
SLM Corp.A		2,669,830			33,479,668
Synchrony Financial		752,487			20,919,139
					183,301,386
Diversified Financial Services - 0.71%
Berkshire Hathaway, Inc., Class BA		323,991			53,526,553
Insurance - 4.69%
Allstate Corp.		125,547			10,205,716
American International Group, Inc.		2,667,483			162,476,389
Aon PLC		166,614			19,967,022
Chubb Ltd.		172,584			23,687,154
MetLife, Inc.		597,202			30,941,036
Prudential Financial, Inc.		85,272			9,126,662
Travelers Companies, Inc.		441,943			53,766,785
XL Group Ltd.		1,084,993			45,406,957
					355,577,721
Mortgage Real Estate Investment Trusts (REITs) - 0.28%
Two Harbors Investment Corp.		2,108,394			21,062,856
Total Financials					2,009,689,903

See accompanying notes

8

American Beacon Large Cap Value Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Shares		Fair Value
Health Care - 11.85%
Biotechnology - 1.01%
AbbVie, Inc.		287,484		$	18,956,695
Biogen, Inc.A		63,700			17,276,077
Celgene Corp.A		148,500			18,421,425
Gilead Sciences, Inc.		319,600			21,908,580
					76,562,777
Health Care Equipment & Supplies - 2.22%
Abbott Laboratories		404,380			17,647,143
Danaher Corp.		157,084			13,089,810
Medtronic PLC		1,506,557			125,179,821
Zimmer Biomet Holdings, Inc.		102,167			12,224,282
					168,141,056
Health Care Providers & Services - 1.94%
Anthem, Inc.		703,731			125,186,707
Cigna Corp.		42,646			6,668,555
Express Scripts Holding Co.A		93,068			5,708,791
McKesson Corp.		53,452			7,391,877
UnitedHealth Group, Inc.		10,377			1,814,730
					146,770,660
Life Sciences Tools & Services - 0.19%
Thermo Fisher Scientific, Inc.		87,269			14,428,184
Pharmaceuticals - 6.49%
GlaxoSmithKline PLC, ADR		743,234			30,398,271
Horizon Pharma PLCA		1,467,292			22,566,951
Jazz Pharmaceuticals PLCA		97,668			15,556,559
Johnson & Johnson		846,816			104,556,372
Mallinckrodt PLCA		445,407			20,898,496
Merck & Co., Inc.		1,073,509			66,911,816
Mylan N.V.A		509,685			19,036,735
Novartis AG, ADR		34,778			2,678,949
Pfizer, Inc.		3,471,572			117,755,722
Roche Holding AG, ADR		79,517			2,600,047
Sanofi, ADR		1,878,045			88,831,528
					491,791,446
Total Health Care					897,694,123
Industrials - 12.36%
Aerospace & Defense - 2.77%
Boeing Co.		160,785			29,717,892
Embraer S.A., ADR		401,900			7,716,480
General Dynamics Corp.		114,436			22,176,552
Lockheed Martin Corp.		52,893			14,252,019
Northrop Grumman Corp.		51,816			12,744,663
Raytheon Co.		341,367			52,983,572
Rockwell Collins, Inc.		310,216			32,290,384
United Technologies Corp.		316,220			37,627,018
					209,508,580
Air Freight & Logistics - 0.23%
United Parcel Service, Inc., Class B		163,263			17,544,242
Airlines - 1.60%
American Airlines Group, Inc.		1,308,200			55,755,484
Delta Air Lines, Inc.		1,444,900			65,656,256
					121,411,740

See accompanying notes

9

American Beacon Large Cap Value Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Shares		Fair Value
Industrials - 12.36% (continued)
Building Products - 1.56%
Johnson Controls International PLC		2,845,962		$	118,306,640
Construction & Engineering - 0.62%
AECOMA		538,064			18,407,169
Chicago Bridge & Iron Co. N.V.		594,619			17,886,140
Fluor Corp.		211,900			10,874,708
					47,168,017
Electrical Equipment - 0.61%
Eaton Corp. PLC		607,320			45,937,685
Industrial Conglomerates - 2.14%
3M Co.		128,015			25,069,177
Honeywell International, Inc.		646,687			84,806,533
Koninklijke Philips N.V.		1,512,102			52,046,551
					161,922,261
Machinery - 1.75%
CNH Industrial N.V.		3,313,439			36,779,173
Cummins, Inc.		307,497			46,413,597
Illinois Tool Works, Inc.		74,281			10,257,463
Ingersoll-Rand PLC		81,505			7,233,569
PACCAR, Inc.		150,951			10,072,960
Parker-Hannifin Corp.		95,501			15,356,561
Stanley Black & Decker, Inc.		49,064			6,680,064
					132,793,387
Professional Services - 0.07%
Equifax, Inc.		40,049			5,419,030
Road & Rail - 0.21%
Canadian National Railway Co.		89,963			6,503,425
Union Pacific Corp.		81,564			9,131,906
					15,635,331
Trading Companies & Distributors - 0.80%
AerCap Holdings N.V.A		1,315,300			60,516,953
Total Industrials					936,163,866
Information Technology - 11.86%
Communications Equipment - 1.50%
Cisco Systems, Inc.		1,774,370			60,452,786
Telefonaktiebolaget LM Ericsson, Sponsored ADR		8,217,720			53,333,003
					113,785,789
Electronic Equipment, Instruments & Components - 1.46%
Corning, Inc.		2,132,240			61,515,124
IPG Photonics Corp.A		216,100			27,297,752
TE Connectivity Ltd.		277,900			21,501,123
					110,313,999
IT Services - 1.28%
Accenture PLC, Class A		248,023			30,085,190
Amdocs Ltd.		47,842			2,929,844
Cognizant Technology Solutions Corp., Class AA		75,369			4,539,475
DXC Technology Co.A		34,976			2,635,092
Fidelity National Information Services, Inc.		138,513			11,661,409

See accompanying notes

10

American Beacon Large Cap Value Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Shares		Fair Value
Information Technology - 11.86% (continued)
IT Services - 1.28% (continued)
First Data Corp., Class AA		1,424,000		$	22,242,880
Fiserv, Inc.A		47,868			5,702,994
International Business Machines Corp.		47,677			7,642,146
Teradata Corp.A		336,394			9,815,977
					97,255,007
Semiconductors & Semiconductor Equipment - 1.87%
Intel Corp.		585,656			21,171,464
Micron Technology, Inc.A		2,368,979			65,549,649
QUALCOMM, Inc.		590,608			31,739,274
Texas Instruments, Inc.		206,394			16,342,277
Versum Materials, Inc.		201,946			6,466,311
					141,268,975
Software - 3.89%
Microsoft Corp.		2,111,735			144,569,378
Oracle Corp.		3,339,170			150,129,083
					294,698,461
Technology Hardware, Storage & Peripherals - 1.86%
Apple, Inc.		257,800			37,032,970
Hewlett Packard Enterprise Co.		5,570,844			103,784,824
					140,817,794
Total Information Technology					898,140,025
Materials - 4.53%
Chemicals - 3.11%
Air Products & Chemicals, Inc.		454,392			63,842,076
Dow Chemical Co.		1,302,297			81,784,251
Eastman Chemical Co.		384,826			30,689,873
EI du Pont de Nemours & Co.		59,265			4,726,384
LyondellBasell Industries N.V., Class A		198,600			16,833,336
Monsanto Co.		40,565			4,730,285
PPG Industries, Inc.		217,502			23,890,420
Sherwin-Williams Co.		28,062			9,391,790
					235,888,415
Containers & Packaging - 0.76%
Crown Holdings, Inc.A		710,337			39,842,802
International Paper Co.		323,486			17,458,540
					57,301,342
Metals & Mining - 0.39%
Reliance Steel & Aluminum Co.		371,575			29,287,541
Paper & Forest Products - 0.27%
Louisiana-Pacific Corp.A		803,677			20,686,646
Total Materials					343,163,944
Real Estate - 0.06%
Equity Real Estate Investment Trusts (REITs) - 0.06%
Public Storage		23,094			4,835,422

See accompanying notes

11

American Beacon Large Cap Value Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Shares		Fair Value
Telecommunication Services - 2.06%
Diversified Telecommunication Services - 1.51%
AT&T, Inc.		1,564,226		$	61,990,276
Verizon Communications, Inc.		1,144,678			52,552,167
					114,542,443
Wireless Telecommunication Services - 0.55%
Vodafone Group PLC, Sponsored ADR		1,584,150			41,488,889
Total Telecommunication Services					156,031,332
Utilities - 1.78%
Electric Utilities - 0.76%
Duke Energy Corp.		155,116			12,797,070
Entergy Corp.		308,329			23,513,169
PPL Corp.		219,554			8,367,203
Southern Co.		185,399			9,232,870
Xcel Energy, Inc.		84,375			3,801,094
					57,711,406
Independent Power and Renewable Electricity Producers - 0.69%
Calpine Corp.A		5,118,778			52,211,536
Multi-Utilities - 0.33%
CenterPoint Energy, Inc.		864,462			24,663,101
Total Utilities					134,586,043
Total Common Stocks (Cost $5,840,873,819)					7,298,951,168
SHORT-TERM INVESTMENTS - 3.61% (Cost $273,494,437)
American Beacon U.S. Government Money Market Select Fund, Select Class, 0.69%C		273,494,437			273,494,437
SECURITIES LENDING COLLATERAL - 0.17% (Cost $13,168,514)
American Beacon U.S. Government Money Market Select Fund, Select Class, 0.69%C		13,168,514			13,168,514
TOTAL INVESTMENTS - 100.14% (Cost $6,127,536,770)					7,585,614,119
OTHER LIABILITIES, NET OF ASSETS - (0.14%)					(10,644,978	)
TOTAL NET ASSETS - 100.00%				$	7,574,969,141
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, 2017.

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

ADR - American Depositary Receipt.

MLP - Master Limited Partnership.

PLC - Public Limited Company.

REIT - Real Estate Investment Trust.

Futures Contracts Open on April 30, 2017:
Description	Type		Number of Contracts		Expiration Date		Contract Value		Unrealized Appreciation (Depreciation)
S&P 500 E-Mini Index Futures		Long		2,184		June 2017	$	259,950,600	$	2,733,918
							$	259,950,600	$	2,733,918

See accompanying notes

12

American Beacon Large Cap Value Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

The Fund’s investments are summarized by level based on the inputs used to determine their values. As of April 30, 2017, the investments were classified as described below:

Large Cap Value Fund	Level 1		Level 2		Level 3		Total
Assets
Common Stocks	$	7,298,951,168	$	-	$	-	$	7,298,951,168
Short-Term Investments - Money Market Funds		273,494,437		-		-		273,494,437
Securities Lending Collateral Invested in Money Market Funds		13,168,514		-		-		13,168,514
Total Investments in Securities - Assets	$	7,585,614,119	$	-	$	-	$	7,585,614,119
Financial Derivative Instruments - Assets
Futures Contracts	$	2,733,918	$	-	$	-	$	2,733,918
Total Financial Derivative Instruments - Assets	$	2,733,918	$	-	$	-	$	2,733,918

U.S. GAAP also requires all transfers between any level 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 period ended April 30, 2017, there were no transfers between levels.

See accompanying notes

13

American Beacon Large Cap Value Fund^SM

Statement of Assets and Liabilities

April 30, 2017 (Unaudited)

Assets:
Investments in unaffiliated securities, at fair value†	$	7,298,951,168
Investments in affiliated securities, at fair value‡		286,662,951
Cash		4,617
Deposit with brokers for futures contracts		10,920,000
Dividends and interest receivable		9,930,007
Receivable for investments sold		12,367,860
Receivable for fund shares sold		4,530,218
Receivable for tax reclaims		646,461
Receivable for expense reimbursement (Note 2)		178
Prepaid expenses		134,318
Total assets		7,624,147,778
Liabilities:
Payable for investments purchased		13,655,608
Payable for fund shares redeemed		13,971,815
Payable for variation margin from open futures contracts		625,800
Payable upon return of securities loaned§		13,168,514
Management and investment advisory fees payable		6,449,732
Administrative service and service fees payable		463,375
Transfer agent fees payable		127,646
Custody and fund accounting fees payable		114,916
Professional fees payable		95,718
Trustee fees payable		101,874
Payable for prospectus and shareholder reports		365,959
Other liabilities		37,680
Total liabilities		49,178,637
Net Assets	$	7,574,969,141
Analysis of Net Assets:
Paid-in-capital	$	5,857,041,581
Undistributed net investment income		55,243,236
Accumulated net realized gain		201,873,057
Unrealized appreciation of investments		1,458,077,349
Unrealized appreciation of futures contracts		2,733,918
Net assets	$	7,574,969,141

See accompanying notes

14

American Beacon Large Cap Value Fund^SM

Statement of Assets and Liabilities

April 30, 2017 (Unaudited)

Shares outstanding at no par value (unlimited shares authorized):
Institutional Class		173,038,290
Y Class		12,604,921
Investor Class		78,923,587
Advisor Class		3,619,082
A Class		1,391,718
C Class		326,967
R6 ClassA		3,492
Net assets:
Institutional Class	$	4,959,523,619
Y Class	$	359,034,799
Investor Class	$	2,115,042,849
Advisor Class	$	95,773,614
A Class	$	36,896,960
C Class	$	8,597,249
R6 ClassA	$	100,051
Net asset value, offering and redemption price per share:
Institutional Class	$	28.66
Y Class	$	28.48
Investor Class	$	26.80
Advisor Class	$	26.46
A Class	$	26.51
A Class (offering price)	$	28.13
C Class	$	26.29
R6 ClassA	$	28.65
† Cost of investments in unaffiliated securities	$	5,840,873,819
‡ Cost of investments in affiliated securities	$	286,662,951
§ Fair value of securities on loan	$	12,745,002
A Class commenced operations February 28, 2017 (Note 1).

See accompanying notes

15

American Beacon Large Cap Value Fund^SM

Statement of Operations

For the Period Ended April 30, 2017 (Unaudited)

Investment income:
Dividend income from unaffiliated securities (net of foreign taxes)†	$	92,910,883
Dividend income from affiliated securities		530,535
Income derived from securities lending		13,057
Total investment income		93,454,475
Expenses:
Management and investment advisory fees (Note 2)		20,967,677
Transfer agent fees:
Institutional Class		824,553
Y Class		35,242
Investor Class		50,682
Advisor Class		3,837
A Class		1,519
C Class		436
R6 ClassA		373
Custody and fund accounting fees		404,490
Professional fees		97,292
Registration fees and expenses		79,600
Service fees (Note 2):
Y Class		150,459
Investor Class		3,842,305
Advisor Class		131,589
A Class		29,682
C Class		6,764
Distribution fees (Note 2):
Advisor Class		131,588
A Class		49,471
C Class		45,095
Prospectus and shareholder report expenses		297,869
Trustee fees		317,999
Other expenses		210,317
Total expenses		27,678,839
Net fees waived and expenses reimbursed / (recouped) by Manager (Note 2)		(363	)
Net expenses		27,678,476
Net investment income		65,775,999
Realized and unrealized gain (loss) from investments:
Net realized gain (loss) from:
Investments		332,816,102
Commission recapture (Note 1)		80,349
Foreign currency transactions		(3,299	)
Futures contracts		26,724,654
Change in net unrealized appreciation (depreciation) of:
Investments		646,561,804
Futures contracts		4,067,183
Net gain from investments		1,010,246,793
Net increase in net assets resulting from operations	$	1,076,022,792
† Foreign taxes	$	768,748
A Class commenced operations February 28, 2017 (Note 1).

See accompanying notes

16

American Beacon Large Cap Value Fund^SM

Statement of Changes of Net Assets

	For the Six Months Ended April 30, 2017			For the Year Ended October 31, 2016
	(unaudited)
Increase (Decrease) in Net Assets:
Operations:
Net investment income	$	65,775,999		$	180,511,435
Net realized gain from investments, commission recapture, foreign currency transactions, and futures contracts		359,617,806			33,931,396
Change in net unrealized appreciation (depreciation) of investments, and futures contracts		650,628,987			(130,702,489	)
Net increase in net assets resulting from operations		1,076,022,792			83,740,342
Distributions to Shareholders:
Net investment income:
Institutional Class		(112,815,102	)		(112,844,075	)
Y Class		(7,905,543	)		(7,022,245	)
Investor Class		(44,594,218	)		(44,777,647	)
Advisor Class		(2,058,628	)		(2,064,915	)
A Class		(879,050	)		(682,320	)
C Class		(99,793	)		(109,038	)
Net realized gain from investments:
Institutional Class		(40,827,429	)		(517,703,342	)
Y Class		(2,953,376	)		(34,252,889	)
Investor Class		(18,906,905	)		(267,451,860	)
Advisor Class		(953,678	)		(13,186,133	)
A Class		(366,411	)		(3,722,088	)
C Class		(77,352	)		(1,104,967	)
Net distributions to shareholders		(232,437,485	)		(1,004,921,519	)
Capital Share Transactions:
Proceeds from sales of shares		572,354,599			1,146,991,291
Reinvestment of dividends and distributions		220,594,801			959,961,629
Cost of shares redeemed		(1,951,520,729	)		(3,312,409,718	)
Net (decrease) in net assets from capital share transactions		(1,158,571,329	)		(1,205,456,798	)
Net (decrease) in net assets		(314,986,022	)		(2,126,637,975	)
Net Assets:
Beginning of period		7,889,955,163			10,016,593,138
End of Period *	$	7,574,969,141		$	7,889,955,163
*Includes undistributed net investment income	$	55,243,236		$	157,535,300

See accompanying notes

17

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

1.  Organization and Significant Accounting Policies

American Beacon Funds (the “Trust”) is organized as a Massachusetts business trust. The Fund, a series within the Trust, is registered under the Investment Company Act of 1940 (the “Act”), as a diversified, open-end management investment company. As of April 30, 2017, the Trust consists of thirty-two active series, one of which is presented in this filing: American Beacon Large Cap Value Fund (the “Fund”). The remaining thirty-one active series are reported in separate filings.

American Beacon Advisors, Inc. (the “Manager”) is a wholly-owned subsidiary of Resolute Investment Managers, Inc., which is indirectly owned by investment funds affiliated with Kelso & Company, L.P. and Estancia Capital Management, LLC, and was organized in 1986 to provide business management, advisory, administrative and asset management consulting services to the Trust and other investors.

New Accounting Pronouncements

In October 2016, the SEC adopted amendments to rules under the Investment Company Act of 1940 (“final rules”) intended to modernize the reporting and disclosure of information by registered investment companies. The final rules amend Regulation S-X and require funds to provide standardized, enhanced derivative disclosure in fund financial statements in a format designed for individual investors. The amendments to Regulation S-X also update the disclosures for other investments and investments in, and advances to affiliates and amend the rules regarding the general form and content of fund financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the amendments and its impact, if any, on the Funds’ Financial Statements.

Class Disclosure

The inception date of the R6 Class was February 28, 2017.

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

Class	Eligible Investors	Minimum Initial Investments
Institutional	Large Institutional Investors - sold directly or through intermediary channels.	$	250,000
Y Class	Large institutional retirement plan investors - sold directly or through intermediary channels.	$	100,000
Investor	All investors using intermediary organizations such as broker-dealers or retirement plan sponsors - sold directly through intermediary channels.	$	2,500
Advisor Class	All investors who invest through intermediary organizations, such as broker-dealers or third party administrators.	$	2,500
A Class	All investors who invest through intermediary organizations, such as broker-dealers or third party administrator. Retail investors who invest directly through a financial intermediary such as a broker, bank, or registered investment advisor which may include a front-end sales charge and a contingent deferred sales charge (“CDSC”).	$	2,500
C Class	Retail investors who invest directly through a financial intermediary such as a broker or employee directed benefit plans with applicable sales charges which may include CDSC.	$	1,000
R6	Large institutional retirement plan investors- sold through retirement plan sponsors.	$	5,000,000

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

18

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

respective Fund. Class specific expenses, where applicable, currently include administration service fees, service fees, and distribution fees and vary amongst the classes as described more fully in Note 2.

The following is a summary of significant accounting policies, consistently followed by the Fund in preparation of the financial statements. The Fund is considered an investment company and accordingly, follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standard Codification Topic 946, Financial Services - Investment Companies, which is part of the U.S. Generally Accepted Accounting Principles (“U.S. GAAP”).

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 Net Asset Value (“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. Dividends to shareholders are determined in accordance with federal income tax regulations, which may differ in amount and character from net investment income and realized gains recognized for purposes of U.S. GAAP. To the extent necessary to fully distribute capital gains, the Fund also designates earnings and profits distributed to shareholders on the redemption of shares.

Commission Recapture

The Fund has 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. This amount is reported with the net realized gains in the Fund’s Statement 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.

19

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

Other

Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liabilities 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.

2.  Transactions with Affiliates

Management Agreement

The Fund and the Manager are parties to a Management Agreement that obligates the Manager to provide investment advisory, fund management, and administrative services to the Fund. As compensation for performing the duties under the Management Agreement, the Manager receives from the Fund an annualized fee at the following annual rates as a percentage of average daily net assets: 0.35% of the first $15 billion, 0.325% of the next $15 billion, and 0.30% of the next $30 billion. The Fund pays the unaffiliated investment advisors hired to direct investment activities of the Fund an annualized investment advisory fee based on a percentage of the Fund’s average daily assets. Management fees paid by the Fund during the period ended April 30, 2017 were as follows:

Fund	Management Fee Rate			Management Fee		Amount Paid to Investment Advisors		Amount Paid to Manager
Large Cap Value		0.53	%	$	20,967,677	$	7,198,536	$	13,769,141

As compensation for services provided by the Manager in connection with securities lending activities conducted by the Fund, the lending Fund pays to the Manager, with respect to cash collateral posted by borrowers, a fee up to 10% 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 10% of such loan fees. These fees are included in “Income derived from securities lending” and “Management and investment advisory fees” on the Statement of Operations. During the period ended April 30, 2017, the Manager received securities lending fees of $1,783 for the securities lending activities of the Fund.

Distribution Plans

The Fund, except for the Advisor, 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 may be charged to the Fund for distribution purposes. However, the Plan authorizes the management and administrative services 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, 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 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, A, and C Classes of the Fund. As compensation for performing the

20

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

duties required under the Service Plans, the Manager receives an annualized fee up to 0.10% of the average daily net assets of the Y Class, up to 0.15% of the average net assets of the A and C Classes, up to 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. Effective April 1, 2017, the Fund terminated the Service Plan for the Y Class.

Sub-Transfer Agent Fees

The Manager has entered into agreements, which include servicing agreements, with financial intermediaries that provide recordkeeping, processing, shareholder communications and other services to customers of the intermediaries that hold positions in the Institutional Class of the Fund and has agreed to compensate the intermediaries for providing these services. Effective April 1, 2017, the Fund agreed to compensate the intermediaries for providing services to the Y Class. Intermediaries transact with the Fund primarily through the use of omnibus accounts on behalf of its customers who hold positions in the Fund. Certain services would have been provided by the Fund’s transfer agent and other service providers if the shareholders’ accounts were maintained directly by the Fund’s transfer agent. Accordingly, the Fund, pursuant to the Trust’s Board of Trustees (the “Board”) approval, has agreed to reimburse the Manager for certain non-distribution shareholder services provided by financial intermediaries for the Institutional and Y Classes. The reimbursement amounts (sub-transfer agent fees) paid to the Manager are subject to a fee limit of up to 0.10% of an intermediary’s average net assets in the Institutional and Y Classes on an annual basis. During the period ended April 30, 2017, the sub-transfer agent fees, as reflected in “Transfer agent fees” on the Statement of Operations, were as follows:

Fund	Sub-Transfer Agent Fees
Large Cap Value	$	763,648

As of April 30, 2017, the Fund owed the Manager the following reimbursement of sub-transfer agent fees, as reflected in “Transfer agent fees payable” on the Statement of Assets and Liabilities:

Fund	Reimbursement Sub-Transfer Agent Fees
Large Cap Value	$	84,844

Investments in Affiliated Funds

The Fund may invest in the American Beacon U.S. Government Money Market Select Fund (the “USG Select Fund”). Cash collateral received by the Fund in connection with securities lending may also be invested in the USG Select Fund. The Fund and the USG Select Fund have the same investment advisor and therefore, are considered to be affiliated. The Manager serves as investment advisor to the USG Select Fund and receives management fees totaling 0.10% of the average daily net assets of the USG Select Fund. During the period ended April 30, 2017, the Manager earned fees totaling $109,832 on the Fund’s direct investments in the USG Select Fund and $6,165 from the Fund’s securities lending collateral invested in USG Select Fund.

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 period ended April 30, 2017, the Fund participated as a lender and loaned $6,287,586 for 1 day at an interest rate of 1.48% with interest charges earned of $255. This amount is included in “Interest income” on the Statement of Operations.

21

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

Expense Reimbursement Plan

The Manager voluntarily agreed to reduce fees and/or reimburse expenses for the R6 Class of the Fund to the extent that total operating expenses exceed the expense cap. During the period ended April 30, 2017, the Manager waived and/or reimbursed expenses as follows:

Class	Expense Cap 2/28/2017 - 4/30/2017			Reimbursed Expenses		Expiration of Reimbursed Expenses
R6		0.58	%	$	363		2020

Of this amount, $178 was disclosed as a receivable from the Manager on the Statement of Assets and Liabilities at April 30, 2017. The Fund has adopted an Expense Reimbursement Plan whereby the Manage may seek repayment of such fee reductions and expense reimbursements. Under the policy, the Manager can be reimbursed by the Fund for any contractual or voluntary fees reductions or expense reimbursements if reimbursement to the Manager (a) occurs within three years after the Manager’s own waiver or reimbursement and (b) does not cause the Fund’s annual operating expenses to exceed the lesser of the contractual percentage limit in effect at the time of the waiver/reimbursement or time of recoupment. The reimbursed expenses above will expire in 2020.

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 period ended April 30, 2017, Foreside collected $848 in sales commissions from the sale of Class A Shares of the Fund.

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 period ended April 30, 2017, CDSC fees of $625 were collected for the Class A Shares of the Fund.

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 period ended April 30, 2017, CDSC fees of $498 were collected for Class C Shares of the Fund.

Trustee Fees and Expenses

As compensation for their service to the Trust, the American Beacon Select Funds and the American Beacon Institutional Funds Trust, each Trustee receives an annual retainer of $120,000, plus $5,000 for each Board of Trustee meeting attended in person or via teleconference, $2,500 for attendance by Committee members at meetings of the Audit Committee and the Investment Committee, and $1,500 for attendance by Committee members at meetings of the Nominating and Governance Committee, plus reimbursement of reasonable expenses incurred in attending Board meetings, Committee meetings, and relevant educational seminars. The Trustees also may be compensated for attendance at special Board and/or Committee meetings from time to time. The Board Chairman receives an additional annual retainer of $50,000 as well as a single $5,000 fee each quarter for his attendance at the committee meetings. The chairpersons of the Audit Committee and the Investment Committee each receive an additional annual retainer of $25,000 and the Chairman of the Nominating and Governance Committee receives an additional annual retainer of $10,000. These expenses are allocated on a prorated basis to each Fund of the Trust according to its respective net assets.

22

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

3.  Security Valuation and Fair Value Measurements

Investments are valued at the close of the New York Stock Exchange (the “Exchange”), normally at 4:00 p.m. Eastern Time, 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 NAV per share of the mutual fund on the day of valuation.

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 Board.

Futures contracts are valued based upon their quoted daily settlement prices. Upon entering into a futures contract, the 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.

Other investments 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 Manager’s Valuation Committee, pursuant to procedures established by the Board.

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. Fixed-income securities are considered Level 2 as they are valued using observable inputs.
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.

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.

23

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

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.

Common Stock

Common stock generally takes the form of shares in a corporation which represent an ownership interest. It ranks below preferred stock and debt securities in claims for dividends and for assets of the company in a liquidation or bankruptcy. The value of a company’s common stock may fall as a result of factors directly relating to that company, such as decisions made by its management or decreased demand for the company’s products or services. A stock’s value may also decline because of factors affecting not just the company, but also companies in the same industry or sector. The price of a company’s stock may also be affected by changes in financial markets that are relatively unrelated to the company, such as changes in interest rates, currency exchange rates or industry regulation. Companies that elect to pay dividends on their common stock generally only do so after they invest in their own business and make required payments to bondholders and on other debt and preferred stock. Therefore, the value of a company’s common stock will usually be more volatile than its bonds, other debt and preferred stock. Common stock may be exchange-traded or over-the-counter (“OTC”). OTC stock may be less liquid than exchange-traded stock.

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 the 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, the Fund becomes a shareholder of that investment company. As a result, the Fund’s 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 the 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.

Publicly Traded Partnerships; Master Limited Partnerships

A Fund may invest in publicly traded partnerships such as master limited partnerships (“MLPs”). MLPs issue units that are registered with the SEC and are freely tradable on a securities exchange or in the over-the-counter (“OTC”) market. An MLP may have one or more general partners, who conduct the business, and one or more limited partners, who contribute capital. (An MLP also may be an entity similar to a limited partnership, such as a

24

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

limited liability company, which has a manager or managing member and non-managing members (who are like limited partners)). The general partner or partners are jointly and severally responsible for the liabilities of the MLP. A Fund invests as a limited partner and normally would not be liable for the debts of an MLP beyond the amount the Fund has invested therein but it would not be shielded to the same extent that a shareholder of a corporation would be. In certain instances, creditors of an MLP would have the right to seek a return of capital that had been distributed to a limited partner. The right of an MLP’s creditors would continue even after a Fund had sold its investment in the partnership. MLPs typically invest in real estate and oil and gas equipment leasing assets, but they also finance entertainment, research and development, and other projects.

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.

5.  Financial Derivative Instruments

The Fund may utilize derivative instruments to gain market exposure on cash balances or reduce market exposure in anticipation of liquidity needs. When considering the Fund’s use of derivatives, it is important to note that the Fund does not use derivatives for the purpose of creating financial leverage.

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 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.

During the period ended April 30, 2017, the Fund entered into future contracts primarily for 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 each quarter end.

Average Futures Contracts Outstanding
Fund	Period Ended April 30, 2017
Large Cap Value		1,797

25

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

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

Fair values of financial instruments on the Statements of Assets and Liabilities as of April 30, 2017:
	Derivatives not accounted for as hedging instruments
Assets:	Credit contracts			Foreign exchange contracts			Commodity contracts			Interest rate contracts			Equity contracts			Total
Receivable for variation margin from open futures contracts(2)		$	-		$	-		$	-		$	-		$	2,733,918		$	2,733,918
The effect of financial derivative instruments on the Statements of Operations for the period ended April 30, 2017:
	Derivatives not accounted for as hedging instruments
Realized gain (loss) of derivatives recognized as a result from operations:	Credit contracts			Foreign exchange contracts			Commodity contracts			Interest rate contracts			Equity contracts			Total
Net realized gain (loss) from futures contracts		$	-		$	-		$	-		$	-		$	26,724,654		$	26,724,654
Net change in unrealized appreciation (depreciation) of derivatives recognized as a result from operations:	Credit contracts			Foreign exchange contracts			Commodity contracts			Interest rate contracts			Equity contracts			Total
Change in unrealized appreciation (depreciation) from futures contracts		$	-		$	-		$	-		$	-		$	4,067,183		$	4,067,183

⁽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 Statement of Assets and Liabilities.

6.  Principal Risks

Investing in the Fund may involve certain risks including, but not limited to, those described below.

Allocation Risk

The sub-advisor’s judgments about, and allocations among, asset classes and market exposures may adversely affect the Fund’s performance. This risk may be increased by the use of derivatives to increase allocations to various market exposures.

Cybersecurity and Operational Risk

The Fund and its service providers, and shareholders’ ability to transact with the Fund, may be negatively impacted due to operational risks arising from, among other problems, human errors, systems and technology disruptions or failures, or cybersecurity incidents. It is not possible for the Fund service providers to identify all of the operational risks that may affect the Fund or to develop processes and controls to completely eliminate or mitigate their occurrence or effects. Cybersecurity incidents could also affect issuers of securities in which the Fund invests, leading to significant loss of value.

Equity Investments Risk

Equity securities are subject to investment and market risk. The Fund’s investments in equity securities may include common stocks, REITs, depositary receipts, and U.S. dollar-denominated foreign stocks traded on U.S. exchanges. Such investments may expose the Fund to additional risks.

26

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

Common Stock - The value of a company’s common stock may fall as a result of factors affecting the company, companies in the same industry or sector, or the financial markets overall. Common stock generally is subordinate to preferred stock upon the liquidation or bankruptcy of the issuing company.

Depositary Receipts - Depositary receipts and U.S. dollar-denominated foreign stocks traded on U.S. exchanges are subject to certain of the risks associated with investing directly in foreign securities, including, but not limited to, currency exchange rate fluctuations, political and financial instability in the home country of a particular depositary receipt or foreign stock, less liquidity and more volatility, less government regulation and supervision and delays in transaction settlement.

REITs - Investments in REITs are subject to the risks associated with investing in the real estate industry such as adverse developments affecting the real estate industry and real property values. REITs also are dependent upon the skills of their managers and are subject to heavy cash flow dependency or self-liquidation. Domestic REITs could be adversely affected by failure to qualify for tax-free “pass-through” of net income and gains under the Internal Revenue Code of 1986, as amended, or to maintain their exemption from registration under the Investment Company Act of 1940, as amended. REITs typically incur fees that are separate from those incurred by the Fund. Accordingly, the Fund’s investment in REITs will result in the layering of expenses such that shareholders will indirectly bear a proportionate share of the REITs’ operating expenses, in addition to paying Fund expenses. The value of REIT common stock may decline when interest rates rise.

Foreign Investing Risk

Non-U.S. investments carry potential risks not associated with U.S. investments. Such risks include, but are not limited to: (1) currency exchange rate fluctuations, (2) political and financial instability, (3) less liquidity and greater volatility, (4) lack of uniform accounting, auditing and financial reporting standards, (5) increased price volatility, and (6) less government regulation and supervision of foreign stock exchanges, brokers and listed companies, and (7) delays in transaction settlement in some foreign markets.

Futures Contracts Risk

Futures contracts are derivative instruments where one party pays a fixed price for an agreed amount of securities or other underlying assets at an agreed date. The use of such derivative instruments may expose the Fund to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives. Futures contracts may experience potentially dramatic price changes (losses) and imperfect correlation between the price of the contract and the underlying security or index, which will increase the volatility of the Fund and may involve a small investment of cash (the amount of initial and variation margin) relative to the magnitude of the risk assumed (the potential increase or decrease in the price of the futures contract).

Investment Risk

An investment in the Fund is not a deposit with a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.

Issuer Risk

The value of, and/or the return generated by, a security may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s goods or services, as well as the historical and prospective earnings of the issuer and the value of its assets.

27

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

Market Risk

Since the financial crisis that started in 2008, the U.S. and many foreign economies continue to experience its after-effects, which have resulted, and may continue to result, in fixed income instruments experiencing unusual liquidity issues, increased price volatility and, in some cases, credit downgrades and increased likelihood of default. These events have reduced the willingness and ability of some lenders to extend credit, and have made it more difficult for some borrowers to obtain financing on attractive terms, if at all. In addition, global economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely impact issuers in a different country or region. The severity or duration of adverse economic conditions may also be affected by policy changes made by governments or quasi-governmental organizations.

In addition, political events within the U.S. and abroad may affect investor and consumer confidence and may adversely impact financial markets and the broader economy, perhaps suddenly and to a significant degree. High public debt in the U.S. and other countries creates ongoing systemic and market risks and policymaking uncertainty. Because the impact on the markets has been widespread, it may be difficult to identify both risks and opportunities using past models of the interplay of market forces, or to predict the duration of these market conditions. Interest rates have been unusually low in recent years in the U.S. and abroad. Because there is little precedent for this situation, it is difficult to predict the impact on various markets of a significant rate increase, whether brought about by U.S. policy makers or by dislocations in world markets. In addition, there is a risk that the prices of goods and services in the U.S. and many foreign economies may decline over time, known as deflation (the opposite of inflation). Deflation may have an adverse effect on stock prices and creditworthiness and may make defaults on debt more likely.

Other Investment Companies Risk

The Fund may invest in shares of other registered investment companies, including money market funds. To the extent that the Fund invests in shares of other registered investment companies, the Fund will indirectly bear the fees and expenses charged by those investment companies in addition to the Fund’s direct fees and expenses and will be subject to the risks associated with investments in those funds. For example, money market funds are subject to interest rate risk, credit risk, and market risk.

Sector Risk

Sector Risk is the risk associated with the Fund holding a significant amount of investments in similar businesses, which would be affected by the same economic or market conditions.

Securities Lending Risk

To the extent the Fund lends its securities, it may be subject to the following risks; i) borrowers of the Fund’s securities typically provide collateral in the form of cash that is reinvested in securities, ii) the securities in which the collateral is invested may not perform sufficiently to cover the return collateral payments owed to borrowers, iii) delays may occur in the recovery of securities from borrowers, which could interfere with the Fund’s ability to vote proxies or to settle transactions, and iv) there is the risk of possible loss of rights in the collateral should the borrower fail financially.

Value Stocks Risk

Value stocks are subject to the risk that their intrinsic value may never be realized by the market or that their prices may decline. The Fund’s investments in value stocks seek to limit potential downside price risk over time, however, value stock prices may still decline substantially. In addition, the Fund may produce more modest gains as a trade-off for this potentially lower risk. The Funds investment in value stocks could cause the Fund to underperform funds that use a growth or non-value approach to investing or have a broader investment style.

28

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

Offsetting Assets and Liabilities

The Fund is a party to enforceable master netting agreements between brokers and counterparties which provides 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 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, 2017.

Offsetting of Financial and Derivative Assets and Liabilities as of April 30, 2017:
	Assets			Liabilities
Futures Contracts	$	2,733,918		$	-
Total derivative assets and liabilities in the Statement of Assets and Liabilities	$	2,733,918		$	-
Derivatives not subject to a Master Netting Agreement or similar agreement (“MNA”)	$	(2,733,918	)	$	-
Total derivative assets and liabilities subject to an MNA	$	-		$	-

			Remaining Contractual Maturity of the Agreements As of April 30, 2017
	Overnight and Continuous		<30 days		Between 30 & 90 days		>90 days		Total
Securities Lending Transactions
Common Stocks	$	12,745,002	$	-	$	-	$	-	$	12,745,002
Total Borrowings	$	12,745,002	$	-	$	-	$	-	$	12,745,002
Gross amount of recognized liabilities for securities lending transactions									$	12,745,002

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 unrecorded tax liabilities in the accompanying financial statements. Each of the tax years in the four year period ended October 31, 2016 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.

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

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.

29

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

The tax character of distributions paid were as follows:

	Six Months Ended April 30, 2017		Year Ended October 31, 2016
	(unaudited)
Distributions paid from:
Ordinary income*
Institutional Class	$	112,815,101	$	120,640,471
Y Class		7,905,543		7,538,079
Investors Class		44,594,219		48,805,360
Advisor Class		2,058,628		2,263,492
A Class		879,050		738,373
C Class		99,793		125,679
Long-term capital gains
Institutional Class		40,827,429		509,906,946
Y Class		2,953,376		33,737,055
Investors Class		18,906,905		263,424,147
Advisor Class		953,678		12,987,556
A Class		366,411		3,666,035
C Class		77,352		1,088,326
Total distributions paid	$	232,437,485	$	1,004,921,519

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

As of April 30, 2017 the components of distributable earnings (deficits) on a tax basis were as follows:

Fund	Tax cost		Unrealized appreciation		Unrealized depreciation			Net unrealized appreciation (depreciation)
Large Cap Value	$	6,286,872,248	$	1,710,360,800	$	(411,618,929	)	$	1,298,741,871

Fund	Net unrealized appreciation (depreciation)		Undistributed ordinary income		Undistributed long-term capital gains		Accumulated capital and other losses			Other temporary differences		Distributable earnings
Large Cap Value	$	1,298,741,871	$	115,523,940	$	303,661,749	$	(2,733,918	)	$	2,733,918	$	1,717,927,560

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 (depreciation) are attributable primarily to the tax deferral of losses from wash sales, the realization for tax purposes of unrealized gains (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 (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 re-classes, reclassifications of income from real estate investment securities and publicly traded partnerships and Section 732 basis adjustments as of April 30, 2017:

Fund	Paid-in-capital		Undistributed (overdistribution of) net investment income		Accumulated net realized gain (loss)			Net unrealized appreciation (depreciation)
Large Cap Value	$	1,099	$	284,271	$	(285,370	)	$	-

30

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

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.

For the period ended April 30, 2017, 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 period ended April 30, 2017 were $981,274,032 and $2,390,647,406, respectively.

A summary of the Fund’s transactions in the USG Select Fund for the period ended April 30, 2017 are as follows:

Type of Transaction	October 31, 2016 Share/Fair Value		Purchases		Sales		April 30, 2017 Share/Fair Value		Dividend Income
Direct	$	213,056,490	$	2,464,867,967	$	2,404,430,020	$	273,494,437	$	530,535
Securities Lending		_		125,758,096		112,589,582		13,168,514		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 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

31

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

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, 2017, the value of outstanding securities on loan and the value of collateral was as follows:

Market Value of Securities on Loan		Cash Collateral Received		Non-Cash Collateral Received		Total Collateral Received
$	12,745,002	$	13,168,514	$	–	$	13,168,514

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” on 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.

10.  Capital Share Transactions

The tables below summarize the activity in capital shares for each Class of the Fund:

	Institutional Class
	Six Months Ended April 30, 2017						Year Ended October 31, 2016
American Beacon Large Cap Value Fund	Shares			Amount			Shares			Amount
Shares sold		12,457,821		$	351,085,313			29,011,141		$	723,886,356
Reinvestment of dividends		5,164,960			144,102,372			24,324,597			594,255,276
Shares redeemed		(43,697,769	)		(1,224,565,891	)		(73,620,802	)		(1,858,257,006	)
Net (decrease) in shares outstanding		(26,074,988	)	$	(729,378,206	)		(20,285,064	)	$	(540,115,374	)
	Y Class
	Six Months Ended April 30, 2017						Year Ended October 31, 2016
American Beacon Large Cap Value Fund	Shares			Amount			Shares			Amount
Shares sold		1,859,367		$	52,088,614			3,157,381		$	76,912,328
Reinvestment of dividends		382,065			10,598,482			1,654,777			40,194,522
Shares redeemed		(3,269,528	)		(90,892,040	)		(6,036,346	)		(152,194,349	)
Net (decrease) in shares outstanding		(1,028,096	)	$	(28,204,944	)		(1,224,188	)	$	(35,087,499	)
	Investor Class
	Six Months Ended April 30, 2017						Year Ended October 31, 2016
American Beacon Large Cap Value Fund	Shares			Amount			Shares			Amount
Shares sold		5,767,141		$	152,086,934			12,986,515		$	300,013,977
Reinvestment of dividends		2,362,886			61,718,592			13,342,014			305,665,560
Shares redeemed		(22,257,336	)		(582,558,790	)		(51,928,422	)		(1,209,650,645	)
Net (decrease) in shares outstanding		(14,127,309	)	$	(368,753,264	)		(25,599,893	)	$	(603,971,108	)
	Advisor Class
	Six Months Ended April 30, 2017						Year Ended October 31, 2016
American Beacon Large Cap Value Fund	Shares			Amount			Shares			Amount
Shares sold		266,777		$	6,897,845			1,415,449		$	30,873,647
Reinvestment of dividends		108,296			2,795,115			640,459			14,483,364
Shares redeemed		(1,507,481	)		(38,668,460	)		(3,029,002	)		(69,204,203	)
Net (decrease) in shares outstanding		(1,132,408	)	$	(28,975,500	)		(973,094	)	$	(23,847,192	)

32

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

	A Class
	Six Months Ended April 30, 2017						Year Ended October 31, 2016
American Beacon Large Cap Value Fund	Shares			Amount			Shares			Amount
Shares sold		361,843		$	9,569,356			569,278		$	13,371,912
Reinvestment of dividends		47,258			1,221,618			189,233			4,295,607
Shares redeemed		(485,054	)		(12,785,093	)		(776,999	)		(17,974,601	)
Net (decrease) in shares outstanding		(75,953	)	$	(1,994,119	)		(18,488	)	$	(307,082	)
	C Class
	Six Months Ended April 30, 2017						Year Ended October 31, 2016
American Beacon Large Cap Value Fund	Shares			Amount			Shares			Amount
Shares sold		20,383		$	526,537			82,706		$	1,933,071
Reinvestment of dividends		6,172			158,622			47,350			1,067,300
Shares redeemed		(79,251	)		(2,050,455	)		(223,857	)		(5,128,914	)
Net (decrease) in shares outstanding		(52,696	)	$	(1,365,296	)		(93,801	)	$	(2,128,543	)
	R6 Class
	February 28, 2017 to April 30, 2017						Year Ended October 31, 2016
American Beacon Large Cap Value Fund	Shares			Amount			Shares			Amount
Shares sold		3,492		$	100,000			–		$	–
Net increase in shares outstanding		3,492		$	100,000			–		$	–

11.  Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Fund’s financial statements through this date.

33

American Beacon Large Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Institutional ClassA
	Six Months Ended April 30, 2017			Year Ended October 31, 2016			Year Ended October 31, 2015			Year Ended October 31, 2014			Year Ended October 31, 2013			Year Ended October 31, 2012
	(unaudited)												��
Net asset value, beginning of period	$	25.80		$	28.38		$	31.21		$	27.59		$	21.58		$	18.99
Income from investment operations:
Net investment income		0.28			0.61			0.55			0.73			0.50			0.45
Net gains (losses) on investments (both realized and unrealized)		3.40			(0.29	)		(0.70	)		3.33			6.00			2.60
Total income (loss) from investment operations		3.68			0.32			(0.15	)		4.06			6.50			3.05
Less distributions:
Dividends from net investment income		(0.60	)		(0.52	)		(0.67	)		(0.44	)		(0.49	)		(0.46	)
Distributions from net realized gains		(0.22	)		(2.38	)		(2.01	)		-			-			-
Total distributions		(0.82	)		(2.90	)		(2.68	)		(0.44	)		(0.49	)		(0.46	)
Net asset value, end of period	$	28.66		$	25.80		$	28.38		$	31.21		$	27.59		$	21.58
Total returnB		14.34	%C		1.69	%		(0.76	)%		14.89	%		30.70	%		16.48	%
Ratios and supplemental data:
Net assets, end of period	$	4,959,523,619		$	5,137,688,375		$	6,198,883,300		$	5,816,013,064		$	5,428,755,279		$	3,914,172,668
Ratios to average net assets:
Expenses, before reimbursements		0.60	%D		0.60	%		0.58	%		0.58	%		0.58	%		0.59	%
Expenses, net of reimbursements		0.60	%D		0.60	%		0.58	%		0.58	%		0.58	%		0.59	%
Net investment income, before expense reimbursements		1.77	%D		2.16	%		1.88	%		2.35	%		1.99	%		2.23	%
Net investment income, net of reimbursements		1.77	%D		2.16	%		1.88	%		2.35	%		1.99	%		2.23	%
Portfolio turnover rate		13	%C		25	%		32	%		29	%		34	%		30	%

^A  On May 31, 2016, the AMR Class closed and the assets were merged into the Institutional Class.

^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 U.S. GAAP 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.

34

American Beacon Large Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Y Class
	Six Months Ended April 30, 2017			Year Ended October 31, 2016			Year Ended October 31, 2015			Year Ended October 31, 2014			Year Ended October 31, 2013			Year Ended October 31, 2012
	(unaudited)
Net asset value, beginning of period	$	25.64		$	28.21		$	31.04		$	27.46		$	21.47		$	18.92
Income from investment operations:
Net investment income		0.23			0.59			0.56			0.64			0.40			0.53
Net gains (losses) on investments (both realized and unrealized)		3.41			(0.29	)		(0.72	)		3.37			6.05			2.50
Total income (loss) from investment operations		3.64			0.30			(0.16	)		4.01			6.45			3.03
Less distributions:
Dividends from net investment income		(0.58	)		(0.49	)		(0.66	)		(0.43	)		(0.46	)		(0.48	)
Distributions from net realized gains		(0.22	)		(2.38	)		(2.01	)		–			–			–
Total distributions		(0.80	)		(2.87	)		(2.67	)		(0.43	)		(0.46	)		(0.48	)
Net asset value, end of period	$	28.48		$	25.64		$	28.21		$	31.04		$	27.46		$	21.47
Total returnA		14.28	%B		1.61	%		(0.80	)%		14.78	%		30.59	%		16.43	%
Ratios and supplemental data:
Net assets, end of period	$	359,034,799		$	349,542,346		$	419,096,844		$	434,880,702		$	327,938,666		$	88,508,971
Ratios to average net assets:
Expenses, before reimbursements		0.67	%C		0.67	%		0.67	%		0.67	%		0.66	%		0.69	%
Expenses, net of reimbursements		0.67	%C		0.67	%		0.67	%		0.67	%		0.66	%		0.69	%
Net investment income, before expense reimbursements		1.69	%C		2.08	%		1.80	%		2.24	%		1.78	%		2.12	%
Net investment income, net of reimbursements		1.69	%C		2.08	%		1.80	%		2.24	%		1.78	%		2.12	%
Portfolio turnover rate		13	%B		25	%		32	%		29	%		34	%		30	%

^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 U.S. GAAP 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.

35

American Beacon Large Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Investor Class
	Six Months Ended April 30, 2017			Year Ended October 31, 2016			Year Ended October 31, 2015			Year Ended October 31, 2014			Year Ended October 31, 2013			Year Ended October 31, 2012
	(unaudited)
Net asset value, beginning of period	$	24.13		$	26.70		$	29.51		$	26.11		$	20.43		$	17.99
Income from investment operations:
Net investment income		0.19			0.46			0.45			0.57			0.39			0.36
Net gains (losses) on investments (both realized and unrealized)		3.21			(0.25	)		(0.68	)		3.18			5.69			2.47
Total income (loss) from investment operations		3.40			0.21			(0.23	)		3.75			6.08			2.83
Less distributions:
Dividends from net investment income		(0.51	)		(0.40	)		(0.57	)		(0.35	)		(0.40	)		(0.39	)
Distributions from net realized gains		(0.22	)		(2.38	)		(2.01	)		–			–			–
Total distributions		(0.73	)		(2.78	)		(2.58	)		(0.35	)		(0.40	)		(0.39	)
Net asset value, end of period	$	26.80		$	24.13		$	26.70		$	29.51		$	26.11		$	20.43
Total returnA		14.17	%B		1.33	%		(1.07	)%		14.50	%		30.26	%		16.05	%
Ratios and supplemental data:
Net assets, end of period	$	2,115,042,849		$	2,245,534,741		$	3,167,585,961		$	4,158,361,296		$	3,899,010,929		$	3,635,332,581
Ratios to average net assets:
Expenses, before reimbursements		0.92	%C		0.93	%		0.93	%		0.93	%		0.93	%		0.96	%
Expenses, net of reimbursements		0.92	%C		0.93	%		0.93	%		0.93	%		0.93	%		0.96	%
Net investment income, before expense reimbursements		1.46	%C		1.84	%		1.54	%		2.01	%		1.67	%		1.89	%
Net investment income, net of reimbursements		1.46	%C		1.84	%		1.54	%		2.01	%		1.67	%		1.89	%
Portfolio turnover rate		13	%B		25	%		32	%		29	%		34	%		30	%

^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 U.S. GAAP 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.

36

American Beacon Large Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Advisor ClassA
	Six Months Ended April 30, 2017			Year Ended October 31, 2016			Year Ended October 31, 2015			Year Ended October 31, 2014			Year Ended October 31, 2013			Year Ended October 31, 2012
	(unaudited)
Net asset value, beginning of period	$	23.82		$	26.40		$	29.24		$	25.89		$	20.25		$	17.83
Income from investment operations:
Net investment income		0.21			0.40			0.40			0.47			0.35			0.31
Net gains (losses) on investments (both realized and unrealized)		3.12			(0.22	)		(0.66	)		3.20			5.65			2.48
Total income (loss) from investment operations		3.33			0.18			(0.26	)		3.67			6.00			2.79
Less distributions:
Dividends from net investment income		(0.47	)		(0.38	)		(0.57	)		(0.32	)		(0.36	)		(0.37	)
Distributions from net realized gains		(0.22	)		(2.38	)		(2.01	)		-			-			-
Total distributions		(0.69	)		(2.76	)		(2.58	)		(0.32	)		(0.36	)		(0.37	)
Net asset value, end of period	$	26.46		$	23.82		$	26.40		$	29.24		$	25.89		$	20.25
Total returnB		14.04	%C		1.21	%		(1.19	)%		14.31	%		30.05	%		15.96	%
Ratios and supplemental data:
Net assets, end of period	$	95,773,614		$	113,168,437		$	140,975,319		$	149,422,940		$	128,528,036		$	103,628,855
Ratios to average net assets:
Expenses, before reimbursements		1.08	%D		1.08	%		1.07	%		1.07	%		1.07	%		1.08	%
Expenses, net of reimbursements		1.08	%D		1.08	%		1.07	%		1.07	%		1.07	%		1.08	%
Net investment income, before expense reimbursements		1.31	%D		1.69	%		1.40	%		1.83	%		1.52	%		1.78	%
Net investment income, net of reimbursements		1.31	%D		1.69	%		1.40	%		1.83	%		1.52	%		1.78	%
Portfolio turnover rate		13	%C		25	%		32	%		29	%		34	%		30	%

^A  On January 15, 2016, the Retirement Class closed and the assets were merged into the Advisor Class.

^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 U.S. GAAP 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.

37

American Beacon Large Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	A Class
	Six Months Ended April 30, 2017			Year Ended October 31, 2016			Year Ended October 31, 2015			Year Ended October 31, 2014			Year Ended October 31, 2013			Year Ended October 31, 2012
	(unaudited)
Net asset value, beginning of period	$	23.90		$	26.51		$	29.38		$	26.03		$	20.41		$	18.01
Income from investment operations:
Net investment income		0.09			0.42			0.47			0.54			0.38			0.36
Net gains (losses) on investments (both realized and unrealized)		3.26			(0.21	)		(0.71	)		3.16			5.65			2.44
Total income (loss) from investment operations		3.35			0.21			(0.24	)		3.70			6.03			2.80
Less distributions:
Dividends from net investment income		(0.52	)		(0.44	)		(0.62	)		(0.35	)		(0.41	)		(0.40	)
Distributions from net realized gains		(0.22	)		(2.38	)		(2.01	)		–			–			–
Total distributions		(0.74	)		(2.82	)		(2.63	)		(0.35	)		(0.41	)		(0.40	)
Net asset value, end of period	$	26.51		$	23.90		$	26.51		$	29.38		$	26.03		$	20.41
Total returnA		14.09	%B		1.33	%		(1.14	)%		14.37	%		30.03	%		15.91	%
Ratios and supplemental data:
Net assets, end of period	$	36,896,960		$	35,071,001		$	39,401,153		$	22,781,918		$	11,904,903		$	6,222,523
Ratios to average net assets:
Expenses, before reimbursements		0.98	%C		0.98	%		0.97	%		1.04	%		1.08	%		1.12	%
Expenses, net of reimbursements		0.98	%C		0.98	%		0.97	%		1.04	%		1.08	%		1.12	%
Net investment income, before expense reimbursements		1.38	%C		1.78	%		1.48	%		1.83	%		1.44	%		1.66	%
Net investment income, net of reimbursements		1.38	%C		1.78	%		1.48	%		1.83	%		1.44	%		1.66	%
Portfolio turnover rate		13	%B		25	%		32	%		29	%		34	%		30	%

^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 U.S. GAAP 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.

38

American Beacon Large Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	C Class
	Six Months Ended April 30, 2017			Year Ended October 31, 2016			Year Ended October 31, 2015			Year Ended October 31, 2014			Year Ended October 31, 2013			Year Ended October 31, 2012
	(unaudited)
Net asset value, beginning of period	$	23.57		$	26.17		$	29.03		$	25.81		$	20.29		$	17.95
Income from investment operations:
Net investment income		0.04			0.20			0.27			0.35			0.23			0.22
Net gains (losses) on investments (both realized and unrealized)		3.18			(0.19	)		(0.70	)		3.11			5.58			2.42
Total income (loss) from investment operations		3.22			0.01			(0.43	)		3.46			5.81			2.64
Less distributions:
Dividends from net investment income		(0.28	)		(0.23	)		(0.42	)		(0.24	)		(0.29	)		(0.30	)
Distributions from net realized gains		(0.22	)		(2.38	)		(2.01	)		-			-			-
Total distributions		(0.50	)		(2.61	)		(2.43	)		(0.24	)		(0.29	)		(0.30	)
Net asset value, end of period	$	26.29		$	23.57		$	26.17		$	29.03		$	25.81		$	20.29
Total returnA		13.70	%B		0.51	%		(1.83	)%		13.48	%		29.00	%		14.97	%
Ratios and supplemental data:
Net assets, end of period	$	8,597,249		$	8,950,263		$	12,389,141		$	9,964,292		$	5,199,605		$	2,468,569
Ratios to average net assets:
Expenses, before reimbursements		1.73	%C		1.74	%		1.73	%		1.79	%		1.84	%		1.88	%
Expenses, net of reimbursements		1.73	%C		1.74	%		1.73	%		1.81	%		1.92	%		1.87	%
Net investment income, before expense reimbursements		0.65	%C		1.02	%		0.73	%		1.09	%		0.68	%		0.89	%
Net investment income, net of reimbursements		0.65	%C		1.02	%		0.73	%		1.07	%		0.60	%		0.89	%
Portfolio turnover rate		13	%B		25	%		32	%		29	%		34	%		30	%

^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 U.S. GAAP 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.

39

American Beacon Large Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	R6 Class
	February 28, 2017A to April 30, 2017
	(unaudited)
Net asset value, beginning of period	$	28.64
Income from investment operations:
Net investment income		0.07
Net gains (losses) on investments (both realized and unrealized)		(0.06	)
Total income (loss) from investment operations		0.01
Net asset value, end of period	$	28.65
Total returnB		14.30	%C
Ratios and supplemental data:
Net assets, end of period	$	100,051
Ratios to average net assets:
Expenses, before reimbursements		2.81	%D
Expenses, net of reimbursements		0.58	%D
Net investment income (loss), before expense reimbursements		(0.81	)%D
Net investment income, net of reimbursements		1.37	%D
Portfolio turnover rate		13	%C

^A  Commencement of operations.

^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 U.S. GAAP 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.

40

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:	On the Internet:
american_beacon.funds@ambeacon.com	Visit our website at www.americanbeaconfunds.com
By Telephone: Institutional, Y, and Investor Classes Call (800) 658-5811	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. 20549-2736. Information regarding the operation of the SEC’s Public Reference Room may be obtained by calling (800)-SEC-0330. A complete schedule of the American Beacon Large Cap Value 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, TX 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 Large Cap Value Fund are service marks of American Beacon Advisors, Inc.

SAR 4/17

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.

GARCIA HAMILTON QUALITY BOND FUND

The use of fixed-income securities entails interest rate and credit risks. Credit risk is the risk that the issuer of a bond will fail to make timely payment of interest or principal; and the decline in an issuer’s credit rating can cause the price of its bonds to go down. 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, 2017

Contents

President’s Message	1
Performance Overview	2
Expense Examples	4
Schedule of Investments:
American Beacon Garcia Hamilton Quality Bond Fund	6
Financial Statements	8
Notes to Financial Statements	11
Financial Highlights:
American Beacon Garcia Hamilton Quality Bond Fund	23

Additional Fund Information Back Cover

President’s Message

Dear Shareholders,   In the weeks ahead of the U.S. presidential election on November 8, 2016, uncertainty about the outcome caused many investors to stay on the sidelines. Some investors questioned whether the election’s result would have negative consequences for their portfolios, although elections have rarely had a lasting effect on the market.   Following the election, the markets responded positively to aspects of the incoming administration’s proposed plans for economic growth; i.e., repatriating jobs from overseas, relaxing regulations, lowering taxes and increasing infrastructure spending. From Election Day 2016 to Inauguration Day 2017, the S&P 500 Index – a broad measure of the performance of large U.S. companies – climbed approximately 6%. During the administration’s first 100 days (Inauguration Day to April 30), the same market bellwether gained approximately 5%.

Then on March 15, 2017, as economists had anticipated, the Federal Reserve increased the federal funds rate by 0.25% to a range of 0.75% to 1.00%. It was the third increase since 2008. The Federal Open Market Committee’s confidence in the improving U.S. economy was previously exhibited in December 2016 and December 2015. Economists anticipate two additional increases in 2017.

For the six months ended April 30, 2017:

• The American Beacon Garcia Hamilton Quality Bond Fund (Investor Class) returned -0.55%.

For the same time period, the Bloomberg Barclays Capital U.S. Aggregate Index, which is the performance benchmark for the Fund, returned -0.67%.

At American Beacon Advisors, we are proud to offer a broad range of domestic and global equity and fixed-income funds sub-advised by experienced asset managers who employ distinctive investment processes to manage assets through a variety of economic and market conditions. Together, we work diligently to help our shareholders meet their long-term financial goals.

Thank you for your continued interest in 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 Garcia Hamilton Quality Bond Fund^SM

Performance Overview

April 30, 2017 (Unaudited)

The Investor Class of the American Beacon Garcia Hamilton Quality Bond Fund (“the Fund”) returned -0.55% for the six months ended April 30, 2017, outperforming the Bloomberg Barclays U.S. Aggregate Index (the “Index”) return of -0.67% for the same period.

Total Returns for the Period ended April 30, 2017
	Ticker	6 Months*			1 Year			Since Inception (4/4/2016)
Institutional Class (1,3)	GHQIX		-0.26	%		0.61	%		0.08	%
Y Class (1,3)	GHQYX		-0.41	%		0.43	%		-0.12	%
Investor Class (1,3)	GHQPX		-0.55	%		0.22	%		-0.29	%
Bloomberg Barclays Capital U.S. Aggregate Index (2)			-0.67	%		0.83	%		1.09	%

* 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 the 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 each Class of the Fund has been waived since inception. Performance prior to waiving fees was lower than the actual returns shown since inception.

2. The Bloomberg Barclays Capital U.S. Aggregate Index is a market value weighted performance benchmark for government, corporate, mortgage-backed and asset-backed fixed-rate debt securities of all maturities. One cannot directly invest in an index.

3. The Total Annual Fund Operating Expense ratios set forth in the most recent Fund prospectus for the Institutional, Y, and Investor Class shares was 1.06%, 1.29%, and 1.19%, 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 during the period due primarily to active duration management and an overweight position in the financial sector of corporate bonds.

In mid-2016, the Fund reduced its duration relative to the Index as treasury yields hovered near historic lows and as the Fed began discussing higher interest rates. Following the surprise presidential election of Trump in November 2016 and a Fed rate hike shortly thereafter, treasury yields increased meaningfully. The Fund then moved its duration to slightly long of the Index in early-2017 in anticipation of stable longer-term interest rates going forward. While additional rate hikes were still expected from the Fed, longer-term treasury yields were expected to remain range bound.

The Fund benefitted from an overweight position in corporate bonds, particularly in the finance sector, as credit spreads narrowed during the period. The Fund initiated its corporate overweight position in early-2016 when treasury yields were low, credit spreads were relatively wide and sentiment was shifting toward an improving economy. The finance sector also benefitted from the surprise election of Trump based on expectations of market-friendly regulatory reform.

Offsetting these benefits, the Fund maintained a barbell maturity position during the period which detracted from total return as it resulted in a lower yield than that of the Index. While the barbell position is expected to benefit the Fund over the full interest-rate cycle as the yield curve flattens, it reduced performance during the period when the treasury yield curve steepened and the Fund produced a slightly lower yield.

The Fund’s subadvisor continues to invest in a high-quality portfolio of fixed-income securities and seeks to outperform the Index through a combination of sector allocation, duration management and yield curve management.

2

American Beacon Garcia Hamilton Quality Bond Fund^SM

Performance Overview

April 30, 2017 (Unaudited)

Top Ten Holdings (% Net Assets)
U.S. Treasury Notes/Bonds, 2.875%, Due 8/15/2045		22.1
U.S. Treasury Notes/Bonds, 0.750%, Due 6/30/2017		7.7
Federal Farm Credit Banks, 1.081%, Due 5/25/2018		7.2
Federal National Mortgage Association, 1.102%, Due 3/21/2018		4.8
Federal Farm Credit Banks, 1.014%, Due 5/17/2018		4.6
Apple, Inc., 1.334%, Due 5/6/2019		4.0
Morgan Stanley, 2.553%, Due 10/24/2023		3.6
Merck & Co., Inc., 1.409%, Due 2/10/2020		3.5
JPMorgan Chase & Co., 2.383%, Due 10/24/2023		3.5
American Express Credit Corp., 1.702%, Due 3/18/2019		3.4
Total Fund Holdings	27
Sector Allocation (% Investments)
U.S. Government Agency Obligations		30.0
U.S. Treasury Obligations		29.9
Financial		18.9
U.S. Agency Mortgage-Backed Obligations		8.2
Technology		4.0
Consumer, Non-cyclical		3.5
Energy		3.0
Industrial		1.2
Communications		1.1
Investment Companies		0.2

3

American Beacon Garcia Hamilton Quality Bond Fund^SM

Expense Examples

April 30, 2017 (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, distribution (12b-1) fees, and other Fund expenses. The Examples 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, 2016 through April 30, 2017.

Actual Expenses

The “Actual” lines of the table 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 = $8.60), then multiply the result by the “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) 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 “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.

4

American Beacon Garcia Hamilton Quality Bond Fund^SM

Expense Examples

April 30, 2017 (Unaudited)

	Beginning Account Value 11/1/2016		Ending Account Value 4/30/2017		Expenses Paid During Period 11/1/2016-4/30/2017•
Institutional Class
Actual		$1,000.00		$997.40		$2.23
Hypothetical**		$1,000.00		$1,022.60		$2.26
Y Class
Actual		$1,000.00		$995.90		$2.72
Hypothetical**		$1,000.00		$1,022.10		$2.76
Investor Class
Actual		$1,000.00		$994.50		$4.10
Hypothetical**		$1,000.00		$1,020.70		$4.16

• Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 0.45%, 0.55% and 0.83% for the Institutional, Y and Investor 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.

5

American Beacon Garcia Hamilton Quality Bond Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Principal Amount			Fair Value
CORPORATE OBLIGATIONS - 31.69%
Energy - 3.00%
Chevron Corp., 1.569%, Due 11/15/2021A		$	4,140,000		$	4,158,411
Finance - 18.86%
American Express Credit Corp., 1.702%, Due 3/18/2019A			4,684,000			4,708,268
Citigroup, Inc., 4.45%, Due 9/29/2027			1,465,000			1,498,871
Goldman Sachs Group, Inc., 2.516%, Due 4/23/2021A			4,120,000			4,202,985
JPMorgan Chase & Co., 2.383%, Due 10/24/2023A			4,700,000			4,781,315
Morgan Stanley, 2.553%, Due 10/24/2023A			4,935,000			5,012,351
US Bank NA, 1.652%, Due 10/28/2019A			2,080,000			2,095,134
Wells Fargo & Co.,
2.19%, Due 7/26/2021A			2,315,000			2,349,910
4.10%, Due 6/3/2026			1,430,000			1,482,159
						26,130,993
Health Care - 3.54%
Merck & Co., Inc., 1.409%, Due 2/10/2020A			4,860,000			4,904,581
Industrials - 1.15%
General Electric Co., 2.131%, Due 3/15/2023A			1,550,000			1,592,268
Manufacturing - 3.99%
Apple, Inc., 1.334%, Due 5/6/2019A			5,504,000			5,528,366
Telecommunications - 1.15%
Pacific Bell Telephone Co., 7.125%, Due 3/15/2026			1,300,000			1,587,248
Total Corporate Obligations (Cost $43,801,343)						43,901,867
U.S. GOVERNMENT AGENCY OBLIGATIONS - 25.12%
Federal Farm Credit Banks,
1.014%, Due 5/17/2018A			6,300,000			6,311,630
1.081%, Due 5/25/2018A			9,945,000			9,967,456
1.11%, Due 11/13/2018A			3,570,000			3,583,384
1.158%, Due 1/22/2019A			3,405,000			3,421,327
Federal Home Loan Bank,
0.96%, Due 10/26/2018A			4,480,000			4,480,152
1.056%, Due 12/7/2017A			2,535,000			2,538,957
1.053%, Due 12/5/2017A			1,860,000			1,862,400
0.991%, Due 9/14/2018A			2,630,000			2,634,192
Total U.S. Government Agency Obligations (Cost $34,746,863)						34,799,498
U.S. AGENCY MORTGAGE-BACKED OBLIGATIONS - 12.92%
Federal Home Loan Mortgage Corp., 4.500%, Due 12/1/2034			4,178,139			4,511,757
Federal National Mortgage Association,
1.10%, Due 3/21/2018A			6,595,000			6,605,677
5.50%, Due 1/1/2024			3,064,269			3,289,029
5.00%, Due 7/1/2026			3,366,131			3,496,761
Total U.S. Agency Mortgage-Backed Obligations (Cost $17,954,221)						17,903,224
U.S. TREASURY OBLIGATIONS - 29.80%
U.S. Treasury Notes/Bonds,
0.75%, Due 6/30/2017			10,660,000			10,659,968
2.875%, Due 8/15/2045			31,150,000			30,621,914
Total U.S. Treasury Obligations (Cost $42,232,683)						41,281,882

See accompanying notes

6

American Beacon Garcia Hamilton Quality Bond Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Shares		Fair Value
SHORT-TERM INVESTMENTS - 0.20% (Cost $276,606)
American Beacon U.S. Government Money Market Select Fund, Select Class, 0.69%B		276,606		$	276,606
TOTAL INVESTMENTS - 99.73% (Cost $139,011,716)					138,163,077
OTHER ASSETS, NET OF LIABILITIES - 0.27%					369,385
TOTAL NET ASSETS - 100.00%				$	138,532,462
Percentages are stated as a percent of net assets.

^A 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.

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

The Fund’s investments are summarized by level based on the inputs used to determine their values. As of April 30, 2017, the investments were classified as described below:

Garcia Hamilton Quality Bond Fund	Level 1		Level 2		Level 3		Total
Assets
Corporate Obligations	$	-	$	43,901,867	$	-	$	43,901,867
U.S. Government Agency Obligations		-		34,799,498		-		34,799,498
U.S. Agency Mortgage-Backed Obligations		-		17,903,224		-		17,903,224
U.S. Treasury Obligations		-		41,281,882		-		41,281,882
Short-Term Investments – Money Market Funds		276,606		-		-		276,606
Total Investments in Securities - Assets	$	276,606	$	137,886,471	$	-	$	138,163,077

U.S. GAAP also requires all transfers between any level 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 period ended April 30, 2017, there were no transfers between levels.

See accompanying notes

7

American Beacon Garcia Hamilton Quality Bond Fund^SM

Statement of Assets and Liabilities

April 30, 2017 (Unaudited)

Assets:
Investments in unaffiliated securities, at fair value†	$	137,886,471
Investments in affiliated securities, at fair value‡		276,606
Dividends and interest receivable		396,210
Receivable for fund shares sold		45,451
Receivable for expense reimbursement (Note 2)		24,990
Prepaid expenses		49,455
Total assets		138,679,183
Liabilities:
Payable for fund shares redeemed		26,008
Management and investment advisory fees payable		61,671
Administrative service and service fees payable		1,849
Transfer agent fees payable		4,458
Custody and fund accounting fees payable		1,494
Professional fees payable		50,627
Payable for prospectus and shareholder reports		614
Total liabilities		146,721
Net Assets	$	138,532,462
Analysis of Net Assets:
Paid-in-capital	$	141,375,733
Overdistribution of net investment income		(2	)
Accumulated net realized (loss)		(1,994,630	)
Unrealized depreciation of investments		(848,639	)
Net assets	$	138,532,462
Shares outstanding at no par value (unlimited shares authorized):
Institutional Class		12,818,535
Y Class		306,439
Investor Class		917,206
Net assets:
Institutional Class	$	126,460,308
Y Class	$	3,021,719
Investor Class	$	9,050,435
Net asset value, offering and redemption price per share:
Institutional Class	$	9.87
Y Class	$	9.86
Investor Class	$	9.87
† Cost of investments in unaffiliated securities	$	138,735,110
‡ Cost of investments in affiliated securities	$	276,606

See accompanying notes

8

American Beacon Garcia Hamilton Quality Bond Fund^SM

Statement of Operations

For the Period Ended April 30, 2017 (Unaudited)

Investment income:
Dividend income from affiliated securities	$	3,596
Interest income		1,264,005
Total investment income		1,267,601
Expenses:
Management and investment advisory fees (Note 2)		373,356
Transfer agent fees:
Institutional Class		14,744
Y Class		1,004
Investor Class		1,025
Custody and fund accounting fees		9,655
Professional fees		29,604
Registration fees and expenses		22,366
Service fees (Note 2):
Y Class		1,256
Investor Class		10,754
Prospectus and shareholder report expenses		3,641
Trustee fees		919
Other expenses		1,927
Total expenses		470,251
Net fees waived and expenses reimbursed / (recouped) by Manager (Note 2)		(146,928	)
Net expenses		323,323
Net investment income		944,278
Realized and unrealized gain (loss) from investments:
Net realized gain (loss) from:
Investments		(1,892,657	)
Change in net unrealized appreciation (depreciation) of:
Investments		537,116
Net (loss) from investments		(1,355,541	)
Net (decrease) in net assets resulting from operations	$	(411,263	)

See accompanying notes

9

American Beacon Garcia Hamilton Quality Bond Fund^SM

Statements of Changes of Net Assets

	For the Six Months Ended April 30, 2017			From April 4, 2016A to October 31, 2016
	(unaudited)
Increase (Decrease) in Net Assets:
Operations:
Net investment income	$	944,278		$	361,205
Net realized gain (loss) from investments		(1,892,657	)		120,054
Change in net unrealized appreciation (depreciation) of investments		537,116			(1,385,755	)
Net (decrease) in net assets resulting from operations		(411,263	)		(904,496	)
Distributions to Shareholders:
Net investment income:
Institutional Class		(973,522	)		(360,822	)
Y Class		(21,937	)		(7,732	)
Investor Class		(51,063	)		(14,275	)
Net realized gain from investments:
Institutional Class		(90,251	)		–
Y Class		(2,127	)		–
Investor Class		(6,000	)		–
Net distributions to shareholders		(1,144,900	)		(382,829	)
Capital Share Transactions:
Proceeds from sales of shares		15,933,237			145,222,507
Reinvestment of dividends and distributions		1,144,576			382,829
Cost of shares redeemed		(12,881,724	)		(8,425,475	)
Net increase in net assets from capital share transactions		4,196,089			137,179,861
Net increase in net assets		2,639,926			135,892,536
Net Assets:
Beginning of period		135,892,536			–
End of Period*	$	138,532,462		$	135,892,536
* Includes overdistribution of net investment income	$	(2	)	$	(1	)
A Commencement of operations.

See accompanying notes

10

American Beacon Garcia Hamilton Quality Bond Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

1.  Organization and Significant Accounting Policies

American Beacon Funds (the “Trust”) is organized as a Massachusetts business trust. The Fund, a series within the Trust, is registered under the Investment Company Act of 1940 (the “Act”), as a diversified, open-end management investment company. As of April 30, 2017, the Trust consists of thirty-two active series, one of which is presented in this filing: American Beacon Garcia Hamilton Quality Bond Fund (the “Fund”). The remaining thirty-one active series are reported in separate filings.

American Beacon Advisors, Inc. (the “Manager”) is a wholly-owned subsidiary of Resolute Investment Managers, Inc., which is indirectly owned by investment funds affiliated with Kelso & Company, L.P. and Estancia Capital Management, LLC, and was organized in 1986 to provide business management, advisory, administrative and asset management consulting services to the Trust and other investors.

New Accounting Pronouncements

In October 2016, the SEC adopted amendments to rules under the Investment Company Act of 1940 (“final rules”) intended to modernize the reporting and disclosure of information by registered investment companies. The final rules amend Regulation S-X and require funds to provide standardized, enhanced derivative disclosure in fund financial statements in a format designed for individual investors. The amendments to Regulation S-X also update the disclosures for other investments and investments in, and advances to affiliates and amend the rules regarding the general form and content of fund financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the amendments and its impact, if any, on the Fund’s Financial Statements.

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 amongst the classes:

Class	Eligible Investors	Minimum Initial Investments
Institutional	Large institutional investors - sold directly through intermediary channels.	$	250,000
Y Class	Large institutional retirement plan investors - sold directly or through intermediary channels.	$	100,000
Investor	All investors using intermediary organizations such as broker-dealers or retirement plan sponsors.	$	25,000

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 service fees, service fees, and distribution fees and vary amongst the classes as described more fully in Note 2.

The following is a summary of significant accounting policies, consistently followed by the Fund in preparation of the financial statements. The Fund is considered an investment company and accordingly, follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standard Codification Topic 946, Financial Services – Investment Companies, which is part of the U.S. Generally Accepted Accounting Principles (“U.S. GAAP”).

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

11

American Beacon Garcia Hamilton Quality Bond Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

commitment to purchase a security, the transaction is recorded, and the value of the security is reflected in the Net Asset Value (“NAV”). The value of the security may vary with market fluctuations.

Interest income is earned from settlement date, recorded on the accrual basis, and adjusted, in 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 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. Dividends to shareholders are determined in accordance with federal income tax regulations, which may differ in amount and character from net investment income and realized gains recognized for purposes of U.S. GAAP. To the extent necessary to fully distribute capital gains, the Fund also designates earnings and profits distributed to shareholders on the redemption of shares.

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 liabilities 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.

2.  Transactions with Affiliates

Management Agreement

The Fund 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 administrative services to the Fund. As compensation for performing the duties required under the Management Agreement, the Manager receives from the Fund an annualized fee at the following annual rates as a percentage of the average daily net assets: 0.35% of the first $5 billion, 0.325% of the next $5 billion, 0.30% of the next $10 billion, and 0.275% over $20 billion. The Fund pays the unaffiliated investment advisor hired to direct investment activities of the Fund an annualized investment advisory fee based on a percentage of the Fund’s average daily assets. Management fees paid by the Fund during the period ended April 30, 2017 were as follows:

Fund	Management Fee Rate			Management Fee		Amount Paid to Investment Advisors		Amount Paid to Manager
Garcia Hamilton Quality Bond		0.55	%	$	373,356	$	135,766	$	237,590

12

American Beacon Garcia Hamilton Quality Bond Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

Distribution Plans

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 may be charged to the Fund for distribution purposes. However, the Plan authorizes the management 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.

Service Plans

The Manager and the Trust entered into Service Plans that obligate the Manager to oversee additional shareholder servicing of the Y and Investor Classes of the Fund. As compensation for performing the duties required under the Service Plans, the Manager receives an annualized fee up to 0.10% of the average daily net assets of the Y Class and up to 0.375% of the average daily net assets of the Investor Class. Effective April 1, 2017, the Fund terminated the Service Plan for the Y Class.

Sub-Transfer Agent Fees

The Manager has entered into agreements, which include servicing agreements, with financial intermediaries that provide recordkeeping, processing, shareholder communications and other services to customers of the intermediaries that hold positions in the Institutional Class of the Fund and has agreed to compensate the intermediaries for providing these services. Effective April 1, 2017, the Fund has agreed to compensate the intermediaries for providing services to the Y Class. Intermediaries transact with the Fund primarily through the use of omnibus accounts on behalf of its customers who hold positions in the Fund. Certain services would have been provided by the Fund’s transfer agent and other service providers if the shareholders’ accounts were maintained directly by the Fund’s transfer agent. Accordingly, the Fund, pursuant to the Trust’s Board of Trustees (the “Board”) approval, has agreed to reimburse the Manager for certain non-distribution shareholder services provided by financial intermediaries for the Institutional and Y Classes. The reimbursement amounts (sub-transfer agent fees) paid to the Manager are subject to a fee limit of up to 0.10% of an intermediary’s average net assets in the Institutional and Y Classes on an annual basis. During the period ended April 30, 2017, the sub-transfer agent fees, as reflected in “Transfer agent fees” on the Statement of Operations, were as follows:

Fund	Sub-Transfer Agent Fees
Garcia Hamilton Quality Bond	$	13,995

As of April 30, 2017, the Fund owed the Manager the following reimbursement of sub-transfer agent fees, as reflected in “Transfer agent fees payable” on the Statement of Assets and Liabilities:

Fund	Reimbursement Sub- Transfer Agent Fees
Garcia Hamilton Quality Bond	$	4,090

Investments in Affiliated Funds

The Fund may invest in the American Beacon U.S. Government Money Market Select Fund (the “USG Select Fund”). The Fund and the USG Select Fund have the same investment advisor and therefore, are considered to be affiliated. The Manager serves as investment advisor to the USG Select Fund and receives management fees totaling 0.10% of the average daily net assets of the USG Select Fund. During the period ended April 30, 2017, the Manager earned fees of $801 on the Fund’s direct investments in the USG Select Fund.

13

American Beacon Garcia Hamilton Quality Bond Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

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 period ended April 30, 2017, the Fund did not utilize the credit facility.

Expense Reimbursement Plan

The Manager contractually agreed to reimburse the Fund to the extent that total annual fund operating expenses exceeded the Fund’s expense cap. During the period ended April 30, 2017, the Manager reimbursed expenses as follows:

		Expense Cap
Fund	Class	11/1/2016 - 4/30/2017			Reimbursed Expenses		(Recovered) Expenses		Expiration of Reimbursed Expenses
Garcia Hamilton Quality Bond	Institutional		0.45	%	$	139,142	$	–		2020
Garcia Hamilton Quality Bond	Y		0.55	%		3,765		–		2020
Garcia Hamilton Quality Bond	Investor		0.83	%		4,021		–		2020

Of this amount, $24,990 was disclosed as a receivable from the Manager on the Statement of Assets and Liabilities at April 30, 2017. The Fund has adopted an Expense Reimbursement Plan whereby the Manager may seek repayment of such fee reductions and expense reimbursements. Under the policy, the Manager can be reimbursed by the Fund for any contractual or voluntary fees reductions or expense reimbursements if reimbursement to the Manager (a) occurs within three years after the Manager’s own waiver or reimbursement and (b) does not cause the Fund’s annual operating expenses to exceed the previously agreed upon contractual or voluntary expense limit. The reimbursed expenses above will expire in 2020. The carryover of excess expenses potentially reimbursable to the manager, but not recorded as a liability are as follows:

Fund	Recovered Expenses		Excess Expense Carryover		Expired Expense Carryover		Expiration of Reimbursed Expenses
Garcia Hamilton Quality Bond	$	-	$	248,291	$	-		2019

Trustee Fees and Expenses

As compensation for their service to the Trust, the American Beacon Select Funds and the American Beacon Institutional Funds Trust, each Trustee receives an annual retainer of $120,000, plus $5,000 for each Board of Trustee meeting attended in person or via teleconference, $2,500 for attendance by Committee members at meetings of the Audit Committee and the Investment Committee, and $1,500 for attendance by Committee members at meetings of the Nominating and Governance Committee, plus reimbursement of reasonable expenses incurred in attending Board meetings, Committee meetings, and relevant educational seminars. The Trustees also may be compensated for attendance at special Board and/or Committee meetings from time to time. The Board Chairman receives an additional annual retainer of $50,000 as well as a single $5,000 fee each quarter for his attendance at the committee meetings. The chairpersons of the Audit Committee and the Investment Committee each receive an additional annual retainer of $25,000 and the Chairman of the Nominating and Governance Committee receives an additional annual retainer of $10,000. These expenses are allocated on a prorated basis to each Fund of the Trust according to its respective net assets.

3.  Security Valuation and Fair Value Measurements

Investments are valued at the close of the New York Stock Exchange (the “Exchange”), normally at 4:00 p.m. Eastern Time, each day that the Exchange is open for business. Debt securities normally are valued on the

14

American Beacon Garcia Hamilton Quality Bond Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

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 NAV per share of the mutual fund on the day of valuation.

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 Board.

Other investments 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 Manager’s Valuation Committee, pursuant to procedures established by the Board.

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. Fixed-income securities are considered Level 2 as they are valued using observable inputs.
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.

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, and 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 and are categorized as Level 2 of the fair value hierarchy.

Mortgage-related and asset-backed securities are usually issued as separate tranches, or classes, or 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 incorporates 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.

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.

15

American Beacon Garcia Hamilton Quality Bond Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

4.  Securities and Other Investments

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.

Fixed-Income Investments

The Fund may hold debt, including government and corporate debt, and other fixed-income securities. Typically, the values of fixed-income securities change inversely with prevailing interest rates. Therefore, a fundamental risk of fixed-income securities is interest rate risk, which is the risk that their value will generally decline as prevailing interest rates rise, which may cause the Fund’s net asset value to likewise decrease, and vice versa. How specific fixed-income securities may react to changes in interest rates will depend on the specific characteristics of each security.

Mortgage-Backed Securities

The Fund may invest in mortgage-backed securities (“MBS”). 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, commercial 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 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.

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.

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

16

American Beacon Garcia Hamilton Quality Bond Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

Fund may invest in investment company securities advised by the Manager or the 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, the Fund becomes a shareholder of that investment company. As a result, the Fund’s 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 the 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.

U.S. Government Agency Securities

U.S. Government agency securities are issued or guaranteed by the U.S. Government or its agencies or instrumentalities. Some obligations issued by U.S. Government agencies and instrumentalities are supported by the full faith and credit of the U.S. Treasury; others by the right of the issuer to borrow from the U.S. Treasury; others by discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality; and others only by the credit of the agency or instrumentality. U.S. Government securities bear fixed, floating or variable rates of interest. While the U.S. Government currently provides financial support to certain U.S. Government-sponsored agencies or instrumentalities, no assurance can be given that it will always do so, since it is not so obligated by law. U.S. Government securities include U.S. Treasury bills, notes and bonds, Federal Home Loan Bank obligations, Federal Intermediate Credit Bank obligations, U.S. Government agency obligations and repurchase agreements secured thereby. U.S. Government agency securities are subject to credit risk and interest rate risk.

U.S. Treasury Obligations

U.S. Treasury obligations include bills (initial maturities of one year or less), notes (initial maturities between two and ten years), and bonds (initial maturities over ten years) issued by the U.S. Treasury, Separately Traded Registered Interest and Principal component parts of such obligations known as STRIPS and inflation-indexed securities. The prices of these securities (like all debt securities) change between issuance and maturity in response to fluctuating market interest rates.

5.  Principal Risks

Investing in the Fund may involve certain risks including, but not limited to, those described below.

Credit Risk

The Fund is subject to the risk that the issuer or guarantor of a debt security, or the counterparty to a futures contract or a loan will fail to make timely payment of interest or principal or otherwise honor its obligations or default completely.

Financial Services Sector Risk

To the extent the Fund invests in the financial services sector, the value of the Fund’s shares may be particularly vulnerable to factors affecting that sector, such as the availability and cost of capital funds, changes in interest rates, the rate of corporate and consumer debt defaults, extensive government regulation and price competition.

17

American Beacon Garcia Hamilton Quality Bond Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

Floating Rate Securities Risk

The interest rates payable on floating rate securities are not fixed and may fluctuate based upon changes in market rates. The interest rate on a floating rate security is a variable rate which is tied to another interest rate, such as a money-market index or Treasury bill rate. Floating rate securities are subject to interest rate risk and credit risk.

As short-term interest rates decline, interest payable on floating rate securities typically decreases. Alternatively, during periods of rising interest rates, interest payable on floating-rate securities typically increases. Changes in the interest rates of floating rate securities may lag behind changes in market rates or may have limits on the maximum increases in interest rates. The value of floating rate securities may decline if their interest rates do not rise as much, or as quickly, as interest rates in general. Conversely, floating rate securities will not generally increase in value if interest rates decline.

Interest Rate Risk

The Fund is subject to the risk that the market value of fixed-income securities it holds, particularly mortgage backed and other asset backed securities, will decline due to rising interest rates. Generally, the value of investments with interest rate risk, such as fixed-income securities, will move in the opposite direction as movements in interest rates. Interest rates may rise, perhaps significantly and/or rapidly, potentially resulting in substantial losses to the Fund. The prices of fixed income securities are also affected by their duration. Fixed-income securities with longer duration generally have greater sensitivity to changes in interest rates. An increase in interest rates can impact markets broadly as well.

Investment Risk

An investment in the Fund is not a deposit with a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of a Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.

Issuer Risk

The value of, and/or the return generated by, a security may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s goods or services, as well as the historical and prospective earnings of the issuer and the value of its assets.

Liquidity Risk

The Fund is susceptible to the risk that certain investments held by the Fund, such as certain fixed-income instruments, may have limited marketability or be subject to restrictions on sale, and may be difficult or impossible to purchase or sell at favorable times or prices. The Fund could lose money if it is unable to dispose of an investment at a time that is most beneficial to the Fund. The Fund may be required to dispose of investments at unfavorable times or prices to satisfy obligations, which may result in losses or may be costly to the Fund. For example, the Fund may be forced to sell certain investments at unfavorable prices to meet redemption requests or other cash needs. Judgment plays a greater role in pricing illiquid investments than in investments with more active markets.

Market Risk

Since the financial crisis that started in 2008, the U.S. and many foreign economies continue to experience its after-effects, which have resulted, and may continue to result, in fixed income instruments experiencing unusual liquidity issues, increased price volatility and, in some cases, credit downgrades and increased likelihood of

18

American Beacon Garcia Hamilton Quality Bond Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

default. These events have reduced the willingness and ability of some lenders to extend credit, and have made it more difficult for some borrowers to obtain financing on attractive terms, if at all. In addition, global economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely impact issuers in a different country or region. The severity or duration of adverse economic conditions may also be affected by policy changes made by governments or quasi-governmental organizations.

In addition, political events within the U.S. and abroad may affect investor and consumer confidence and may adversely impact financial markets and the broader economy, perhaps suddenly and to a significant degree. High public debt in the U.S. and other countries creates ongoing systemic and market risks and policymaking uncertainty. Because the impact on the markets has been widespread, it may be difficult to identify both risks and opportunities using past models of the interplay of market forces, or to predict the duration of these market conditions. Interest rates have been unusually low in recent years in the U.S. and abroad. Because there is little precedent for this situation, it is difficult to predict the impact on various markets of a significant rate increase, whether brought about by U.S. policy makers or by dislocations in world markets. In addition, there is a risk that the prices of goods and services in the U.S. and many foreign economies may decline over time, known as deflation (the opposite of inflation). Deflation may have an adverse effect on stock prices and creditworthiness and may make defaults on debt more likely.

Mortgage-Backed and Mortgage Related Securities Risk

Investments in mortgage-backed and mortgage-related securities are subject to market risks for fixed-income securities which include, but are not limited to, credit risk, extension risk, interest rate risk and prepayment risk.

Other Investment Companies Risk

The Fund may invest in shares of other registered investment companies, including money market funds. To the extent that the Fund invests in shares of other registered investment companies, the Fund will indirectly bear the fees and expenses charged by those investment companies in addition to the Fund’s direct fees and expenses and will be subject to the risks associated with investments in those funds.

Prepayment and Extension Risk

Prepayment risk is the risk that the principal amount of a bond may be repaid prior to the bond’s maturity date. Due to a decline in interest rates or excess cash flow, a debt security may be called or otherwise prepaid before maturity. If this occurs, no additional interest will be paid on the investment and a Fund may have to invest at a lower rate, may not benefit from an increase in value that may result from declining interest rates, and may lose any premium it paid to acquire the security. Variable and floating rate securities may be less sensitive to prepayment risk. Extension risk is the risk that a decrease in prepayments may, as a result of higher interest rates or other factors, result in the extension of a security’s effective maturity, heighten interest rate risk and increase the potential for a decline in price.

Redemption Risk

Due to a rise in interest rates or other market developments that may cause investors to move out of fixed income securities on a large scale, the Fund may experience periods of heavy redemptions that could cause the Fund to sell assets at inopportune times or at a loss or depressed value. Redemption risk is heightened during periods of declining or illiquid markets. Heavy redemptions could hurt the Fund’s performance.

19

American Beacon Garcia Hamilton Quality Bond Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

U.S. Government Securities and Government-Sponsored Enterprises Risk

A security backed by the U.S. Treasury or the full faith and credit of the United States is guaranteed only as to the timely payment of interest and principal when held to maturity. The market prices for such securities are not guaranteed and will fluctuate. Securities held by a Fund that are issued by government sponsored enterprises, such as the Federal National Mortgage Association (‘‘Fannie Mae’‘), Federal Home Loan Mortgage Corporation (‘‘Freddie Mac’‘), Federal Home Loan Bank (‘‘FHLB’‘), Federal Farm Credit Banks (“FFCB”), and the Tennessee Valley Authority are not guaranteed by the U.S. Treasury and are not backed by the full faith and credit of the U.S. Government and no assurance can be given that the U.S. Government will provide financial support if these organizations do not have the funds to meet future payment obligations. Government securities and securities of government sponsored entities are also subject to credit risk, interest rate risk and market risk.

6.  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 unrecorded tax liabilities in the accompanying financial statements. The tax year ended October 31, 2016 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 tax character of distributions paid were as follows:

	Six Months Ended April 30, 2017		From April 4, 2016 to October 31, 2016
	(unaudited)
Distributions paid from:
Ordinary income*
Institutional Class	$	1,063,773	$	360,822
Y Class		24,064		7,732
Investors Class		57,063		14,275
Total distributions paid	$	1,144,900	$	382,829

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

As of April 30, 2017 the components of distributable earnings (deficits) on a tax basis were as follows:

Fund	Tax cost		Unrealized appreciation		Unrealized depreciation			Net unrealized appreciation (depreciation)
Garcia Hamilton Quality Bond	$	139,311,045	$	317,371	$	(1,465,339	)	$	(1,147,968	)

Fund	Net unrealized appreciation (depreciation)			Undistributed ordinary income		Undistributed long-term capital gains		Accumulated capital and other losses			Other temporary differences			Distributable earnings
Garcia Hamilton Quality Bond	$	(1,147,968	)	$	–	$	–	$	(1,695,301	)	$	(2	)	$	(2,843,271	)

20

American Beacon Garcia Hamilton Quality Bond Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

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 (depreciation) are attributable primarily to the tax deferral of losses from wash sales and paydown classes.

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 paydown reclasses as of April 30, 2017:

Fund	Paid-in-capital			Undistributed (overdistribution of) net investment income		Accumulated net realized gain (loss)			Net unrealized appreciation (depreciation)
Garcia Hamilton Quality Bond	$	(217	)	$	102,243	$	(102,026	)	$	–

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.

For the period ended April 30, 2017, the Fund did not have capital loss carryforwards.

7.  Investment Transactions

The aggregate cost of purchases and proceeds from sales and maturities of investments, other than short-term obligations, for the period ended April 30, 2017 were as follows:

Fund	Purchases (non-U.S. Government Securities)		Purchases of U.S. Government Securities		Sales (non-U.S. Government Securities)			Sales of U.S. Government Securities
Garcia Hamilton Quality Bond	$	20,293,347	$	34,646,552	$	(21,116,969	)	$	(37,757,972	)

A summary of the Fund’s transactions in the USG Select Fund for the period ended April 30, 2017 are as follows:

Fund	Type of Transaction		October 31, 2016 Shares/Fair Value		Purchases		Sales		April 30, 2017 Shares/Fair Value		Dividend Income
Garcia Hamilton Quality Bond		Direct	$	1,262,143	$	45,865,634	$	46,851,171	$	276,606	$	3,596

21

American Beacon Garcia Hamilton Quality Bond Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

8.  Capital Share Transactions

The tables below summarize the activity in capital shares for each Class of the Fund:

	Institutional Class
	Six Months Ended April 30, 2017						Period Ended October 31, 2016*
American Beacon Garcia Hamilton Quality Bond Fund	Shares			Amount			Shares			Amount
Shares sold		1,495,898		$	14,643,977			13,189,537		$	132,905,019
Reinvestment of dividends		108,465			1,063,520			35,871			360,822
Shares redeemed		(1,209,951	)		(11,858,313	)		(801,285	)		(8,079,148	)
Net increase in shares outstanding		394,412		$	3,849,184			12,424,123		$	125,186,693
	Y Class
	Six Months Ended April 30, 2017						Period Ended October 31, 2016*
American Beacon Garcia Hamilton Quality Bond Fund	Shares			Amount			Shares			Amount
Shares sold		5,928		$	58,070			326,810		$	3,292,688
Reinvestment of dividends		2,448			24,003			769			7,732
Shares redeemed		(29,162	)		(284,406	)		(354	)		(3,564	)
Net increase in shares outstanding		(20,786	)	$	(202,333	)		327,225		$	3,296,856
	Investor Class
	Six Months Ended April 30, 2017						Period Ended October 31, 2016*
American Beacon Garcia Hamilton Quality Bond Fund	Shares			Amount			Shares			Amount
Shares sold		125,865		$	1,231,190			893,424		$	9,024,800
Reinvestment of dividends		5,817			57,053			1,419			14,275
Shares redeemed		(75,194	)		(739,005	)		(34,125	)		(342,763	)
Net increase in shares outstanding		56,488		$	549,238			860,718		$	8,696,312

*For the period of April 4, 2016 through October 31, 2016.

9.  Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Fund’s financial statements through this date.

22

American Beacon Garcia Hamilton Quality Bond Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Institutional Class
	Six Months Ended April 30, 2017			April 4, 2016A to October 31, 2016
	(unaudited)
Net asset value, beginning of period	$	9.98		$	10.00
Income from investment operations:
Net investment income (loss)		(0.01	)		0.05
Net gains (losses) on investments (both realized and unrealized)		(0.01	)		(0.02	)
Total income (loss) from investment operations		(0.02	)		0.03
Less distributions:
Dividends from net investment income		(0.08	)		(0.05	)
Distributions from net realized gains		(0.01	)		–
Total distributions		(0.09	)		(0.05	)
Net asset value, end of period	$	9.87		$	9.98
Total returnB		(0.26	)%C		0.34	%C
Ratios and supplemental data:
Net assets, end of period	$	126,460,308		$	124,032,604
Ratios to average net assets:
Expenses, before reimbursements		0.67	%D		1.06	%D
Expenses, net of reimbursements		0.45	%D		0.45	%D
Net investment income, before expense reimbursements		1.20	%D		0.29	%D
Net investment income, net of reimbursements		1.42	%D		0.91	%D
Portfolio turnover rate		41	%C		40	%E
	Y Class
	Six Months Ended April 30, 2017			April 4,  2016A to October 31, 2016
	(unaudited)
Net asset value, beginning of period	$	9.98		$	10.00
Income from investment operations:
Net investment income (loss)		(0.01	)		0.05
Net gains (losses) on investments (both realized and unrealized)		(0.03	)		(0.02	)
Total income (loss) from investment operations		(0.04	)		0.03
Less distributions:
Dividends from net investment income		(0.07	)		(0.05	)
Distributions from net realized gains		(0.01	)		-
Total distributions		(0.08	)		(0.05	)
Net asset value, end of period	$	9.86		$	9.98
Total returnB		(0.41	)%C		0.29	%C
Ratios and supplemental data:
Net assets, end of period	$	3,021,719		$	3,265,315
Ratios to average net assets:
Expenses, before reimbursements		0.80	%D		1.29	%D
Expenses, net of reimbursements		0.55	%D		0.55	%D
Net investment income, before expense reimbursements		1.06	%D		0.11	%D
Net investment income, net of reimbursements		1.31	%D		0.85	%D
Portfolio turnover rate		41	%C		40	%E

^A  Commencement of operations.

^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 U.S. GAAP 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 April 4, 2016 through October 31, 2016 and is not annualized.

23

American Beacon Garcia Hamilton Quality Bond Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Investor Class
	Six Months Ended April 30, 2017			April 4, 2016A to October 31, 2016
	(unaudited)
Net asset value, beginning of period	$	9.99		$	10.00
Income from investment operations:
Net investment income (loss)		(0.01	)		0.03
Net gains (losses) on investments (both realized and unrealized)		(0.04	)		(0.01	)
Total income (loss) from investment operations		(0.05	)		0.02
Less distributions:
Dividends from net investment income		(0.06	)		(0.03	)
Distributions from net realized gains		(0.01	)		–
Total distributions		(0.07	)		(0.03	)
Net asset value, end of period	$	9.87		$	9.99
Total returnB		(0.55	)%C		0.24	%C
Ratios and supplemental data:
Net assets, end of period	$	9,050,435		$	8,594,617
Ratios to average net assets:
Expenses, before reimbursements		0.92	%D		1.19	%D
Expenses, net of reimbursements		0.83	%D		0.83	%D
Net investment income, before expense reimbursements		0.95	%D		0.21	%D
Net investment income, net of reimbursements		1.04	%D		0.57	%D
Portfolio turnover rate		41	%C		40	%E

^A  Commencement of operations.

^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 U.S. GAAP 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 April 4, 2016 through October 31, 2016 and is not annualized.

24

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:	On the Internet:
american_beacon.funds@ambeacon.com	Visit our website at www.americanbeaconfunds.com
By Telephone: Institutional, Y, and Investor Classes Call (800) 658-5811	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. 20549-2736. Information regarding the operation of the SEC’s Public Reference Room may be obtained by calling (800)-SEC-0330. A complete schedule of the American Beacon Garcia Hamilton Quality Bond 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, TX 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 Garcia Hamilton Quality Bond Fund are service marks of American Beacon Advisors, Inc.

SAR 4/17

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.

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, 2017

Contents

President’s Message	1
Performance Overview	2
Expense Examples	4
Schedule of Investments:
American Beacon International Equity Fund	6
Financial Statements	15
Notes to Financial Statements	19
Financial Highlights:
American Beacon International Equity Fund	40

Additional Fund Information Back Cover

President’s Message

Dear Shareholders,   In the weeks ahead of the U.S. presidential election on November 8, 2016, uncertainty about the outcome caused many investors to stay on the sidelines. Some investors questioned whether the election’s result would have negative consequences for their portfolios, although elections have rarely had a lasting effect on the market.   Following the election, the markets responded positively to aspects of the incoming administration’s proposed plans for economic growth; i.e., repatriating jobs from overseas, relaxing regulations, lowering taxes and increasing infrastructure spending. From Election Day 2016 to Inauguration Day 2017, the S&P 500 Index (representing the market performance of large U.S. companies) climbed approximately 6% while the MSCI EAFE Index

(representing developed markets) climbed 4%. Positive performance continued during the administration’s first 100 days (Inauguration Day to April 30) as the S&P 500 Index gained approximately 5% and the MSCI EAFE Index increased more than 6%.

Then on March 15, 2017, as economists had anticipated, the Federal Reserve increased the federal funds rate by 0.25% to a range of 0.75% to 1.00%. It was the third increase since 2008. The Federal Open Market Committee’s confidence in the improving U.S. economy was previously exhibited in December 2016 and December 2015. Economists anticipate two additional increases in 2017.

For the six months ended April 30, 2017:

• American Beacon International Equity Fund (Investor Class) returned 11.30%.

For the same time period, the Fund’s performance benchmark returned 11.47%.

At American Beacon Advisors, we are proud to offer a broad range of domestic and global equity and fixed-income funds sub-advised by experienced asset managers who employ distinctive investment processes to manage assets through a variety of economic and market conditions. Together, we work diligently to help our shareholders meet their long-term financial goals.

Thank you for your continued interest in 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 International Equity Fund^SM

Performance Overview

April 30, 2017 (Unaudited)

The Investor Class of the American Beacon International Equity Fund (the “Fund”) returned 11.30% for the six months ended April 30, 2017. The Fund underperformed the MSCI EAFE Index (the “Index”) return of 11.47%.

Total Returns for the Period ended 4/30/2017
	Ticker		6 Months*			1 Year			3 Years			5 Years			10 Years
Institutional Class (1,7,8)		AAIEX		11.52	%		10.51	%		-0.15	%		6.86	%		1.29	%
Y Class (1,2,7,8)		ABEYX		11.49	%		10.45	%		-0.22	%		6.77	%		1.22	%
Investor Class (1,8)		AAIPX		11.30	%		10.09	%		-0.50	%		6.49	%		0.95	%
Advisor Class (1,3,7,8)		AAISX		11.21	%		10.02	%		-0.62	%		6.35	%		0.75	%
A Class with sales charge (1,4,7,8)		AIEAX		4.88	%		3.74	%		-2.48	%		5.13	%		0.28	%
A Class without sales charge (1,4,7,8)		AIEAX		11.27	%		10.06	%		-0.54	%		6.38	%		0.88	%
C Class with sales charge (1,5,7,8)		AILCX		9.89	%		8.26	%		-1.28	%		5.61	%		0.36	%
C Class without sales charge (1,5,7,8)		AILCX		10.89	%		9.26	%		-1.28	%		5.61	%		0.36	%
R6 Class (1,6,7,8)		AAERX		11.52	%		10.51	%		-0.15	%		6.86	%		1.29	%
MSCI EAFE Index (7)				11.47	%		11.29	%		0.86	%		6.78	%		0.87	%

* 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. A portion of the fees charged to the Institutional Class of the Fund was waived from 2013 through 2015. Performance prior to waiving fees was lower than actual returns shown from 2013 through 2015.

2. Fund performance for the ten-year period represents the total returns achieved by the Institutional Class from 4/30/07 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 4/30/07.

3. A portion of the fees charged to the Advisor Class of the Fund was waived in 2006, 2007 and 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 total returns achieved by the Investor Class from 4/30/07 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 4/30/07. 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%.

5. Fund performance for the ten-year period represents the total returns achieved by the Investor Class from 4/30/07 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 4/30/07. 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 2015. 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. Fund performance for the 6 month, one-year, three-year, five-year and ten-year periods represent the returns achieved by the Institutional Class from 4/30/07 through 2/28/17, the inception date of the R6 Class, and the returns of the R6 Class since its inception. Expenses of the R6 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 R6 Class been in existence since 4/30/07. A portion of the fees charged to the R6 Class of the Fund was waived since 2/28/17. Performance prior to waiving fees was lower than the actual returns shown.

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 ratios set forth in the most recent Fund prospectus for the Institutional, Y, Investor, Advisor, A, C, and R6 Class shares was 0.70%, 0.78%, 1.07%, 1.20%, 1.08%, 1.86%, 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 underperformed the Index over the six-month period due to stock selection, while country allocation helped relative performance.

Stock selections within Japan and Israel negatively contributed to the Fund’s relative performance over the six-month period, despite value gained through selections in the United Kingdom. The Fund was hurt by investments in KDDI Corp. (down 13.1%) and Toshiba Corp. (down 54.4%) within Japan, and from its investment in

2

American Beacon International Equity Fund^SM

Performance Overview

April 30, 2017 (Unaudited)

Teva Pharmaceutical SP ADR (down 26.4%) within Israel. Better performing investments in the United Kingdom included Prudential PLC (up 38.9%) and Aviva PLC (up 29.7%).

Country allocation buoyed the Fund’s relative underperformance, particularly by underweighting Japan (up 4.2%) and having exposure to out-of-index Korea (up 15.6%). Underweighting Spain and overweighting out-of-index Canada (up 19.1% and up 4.5%, respectively) detracted 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)
British American Tobacco PLC		2.2
Novartis AG		2.2
Prudential PLC		2.1
Akzo Nobel N.V.		1.7
Royal Dutch Shell PLC		1.7
Samsung Electronics Co., Ltd.		1.7
SAP SE		1.6
ABB Ltd.		1.6
Volkswagen AG		1.5
KDDI Corp.		1.5
Total Fund Holdings	167
Sector Allocation (% Equities)
Financials		20.3
Industrials		16.1
Consumer Discretionary		11.4
Health Care		10.5
Energy		8.4
Materials		8.2
Telecommunication Services		7.5
Consumer Staples		7.3
Information Technology		6.3
Utilities		2.1
Real Estate		1.8
Industrial		0.1

Country Allocation (% Equities)
United Kingdom	25.7
Japan	14.5
France	10.9
Germany	8.9
Switzerland	8.7
Netherlands	5.3
Republic of Korea	3.9
Canada	3.8
Sweden	2.5
Hong Kong	2.7
Italy	2.0
Norway	1.7
Singapore	1.6
Belgium	1.4
Ireland	1.4
Spain	1.4
Denmark	0.9
Australia	0.7
Luxembourg	0.7
Finland	0.5
Israel	0.5
Portugal	0.3

3

American Beacon International Equity Fund^SM

Expense Examples

April 30, 2017 (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, distribution (12b-1) fees, and other Fund expenses. The Examples 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, 2016 through April 30, 2017.

Actual Expenses

The “Actual” lines of the table 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 = $8.60), then multiply the result by the “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) 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 “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.

4

American Beacon International Equity Fund^SM

Expense Examples

April 30, 2017 (Unaudited)

	Beginning Account Value 11/1/2016		Ending Account Value 4/30/2017		Expenses Paid During Period 11/1/2016-4/30/2017*
Institutional Class
Actual		$1,000.00		$1,115.20		$3.62
Hypothetical**		$1,000.00		$1,021.40		$3.46
Y Class
Actual		$1,000.00		$1,114.90		$3.99
Hypothetical**		$1,000.00		$1,021.00		$3.81
Investor Class
Actual		$1,000.00		$1,113.00		$5.45
Hypothetical**		$1,000.00		$1,019.60		$5.21
Advisor Class
Actual		$1,000.00		$1,112.10		$6.18
Hypothetical**		$1,000.00		$1,018.90		$5.91
A Class
Actual		$1,000.00		$1,112.70		$5.61
Hypothetical**		$1,000.00		$1,019.50		$5.36
C Class
Actual		$1,000.00		$1,108.90		$9.46
Hypothetical**		$1,000.00		$1,015.80		$9.05
R6 Class
Actual		$1,000.00		$1,115.20		$1.28
Hypothetical**		$1,000.00		$1,021.30		$3.56

* Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 0.69%, 0.76%, 1.04%, 1.18%, 1.07%, 1.81%, and 0.71% for the Institutional, Y, Investor, Advisor, A, C, and R6 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.

5

American Beacon International Equity Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Shares		Fair Value
Australia - 1.05%
Common Stocks - (Cost $26,829,839)
Caltex Australia Ltd.		376,612		$	8,423,552
James Hardie Industries PLC, CDI		614,226			10,426,669
Westfield Corp.		1,394,345			9,480,297
Total Australia					28,330,518
Belgium - 1.37%
Common Stocks - (Cost $34,939,104)
Anheuser-Busch InBev S.A.		154,010			17,346,699
KBC Group N.V.		94,605			6,830,366
UCB S.A.A		166,830			13,004,446
Total Belgium					37,181,511
Canada - 3.67%
Common Stocks - (Cost $96,357,607)
Canadian National Railway Co.		202,300			14,622,864
Canadian Pacific Railway Ltd.		98,223			15,050,235
Encana Corp.		1,473,186			15,767,369
Gildan Activewear, Inc.		381,233			10,688,097
Manulife Financial Corp.		510,000			8,944,288
National Bank of Canada		282,202			10,967,229
Precision Drilling Corp.B		838,526			3,335,553
Silver Wheaton Corp.		305,700			6,100,339
Suncor Energy, Inc.		303,795			9,520,787
Tahoe Resources, Inc.A		538,800			4,365,502
Total Canada					99,362,263
Denmark - 0.86%
Common Stocks - (Cost $22,855,651)
AP Moller - Maersk A/S, Class B		3,853			6,664,069
Carlsberg A/S, Class B		144,356			14,407,588
Novozymes A/S, Class B		51,620			2,230,132
Total Denmark					23,301,789
Finland - 0.49%
Common Stocks - (Cost $12,621,258)
Sampo OYJ, Class AA		274,928			13,174,081
France - 10.43%
Common Stocks - (Cost $233,467,636)
Air Liquide S.A.		134,497			16,203,734
AXA S.A.		396,247			10,579,294
BNP Paribas S.A.		415,458			29,316,725
Cap Gemini S.A.		211,600			21,182,565
Cie de Saint-Gobain		237,229	��		12,804,388
Cie Generale des Etablissements Michelin		206,416			26,970,624
Credit Agricole S.A.		714,140			10,618,505
ENGIE S.A.		1,672,882			23,598,395
Sanofi		334,437			31,552,207
Schneider Electric SE		342,530			27,051,042
Total S.A.		305,380			15,691,117
Valeo S.A.		368,963			26,526,145
Vinci S.A.		252,059			21,443,745
Zodiac Aerospace		373,950			9,079,689
Total France					282,618,175

See accompanying notes

6

American Beacon International Equity Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Shares		Fair Value
Germany - 8.57%
Common Stocks - (Cost $133,783,564)
BASF SE		233,216		$	22,726,608
Bayer AG		115,131			14,246,822
Deutsche Lufthansa AG		665,610			11,484,773
HeidelbergCement AG		152,099			14,082,919
Infineon Technologies AG		692,450			14,331,426
Innogy SE		234,560			8,623,332
Lanxess AG		212,851			15,372,220
Linde AG		40,294			7,240,025
Merck KGaA		142,635			16,749,130
SAP SE		439,071			44,035,231
Siemens AG		106,960			15,332,913
Thyssenkrupp AG		278,560			6,631,579
Total Common Stocks					190,856,978
Preferred Stocks - (Cost $45,444,769)
Volkswagen AG		260,096			41,237,589
Total Germany					232,094,567
Hong Kong - 2.63%
Common Stocks - (Cost $66,994,904)
AIA Group Ltd.		1,461,062			10,115,023
Cheung Kong Property Holdings Ltd.		1,171,582			8,404,646
China Merchants Port Holdings Co., Ltd.		2,228,044			6,373,328
China Mobile Ltd.		2,154,276			22,973,663
CK Hutchison Holdings Ltd.		818,582			10,223,922
CNOOC Ltd.		11,330,635			13,212,167
Total Hong Kong					71,302,749
Ireland - 0.97%
Common Stocks - (Cost $19,994,701)
CRH PLC		343,611			12,545,810
Ryanair Holdings PLC, Sponsored ADRB		150,683			13,852,288
Total Ireland					26,398,098
Israel - 0.49%
Common Stocks - (Cost $17,915,776)
Teva Pharmaceutical Industries Ltd., Sponsored ADR		416,466			13,151,996
Italy - 1.89%
Common Stocks - (Cost $46,915,642)
Eni SpAA		972,797			15,121,455
UniCredit SpAB		2,222,701			36,172,542
Total Italy					51,293,997
Japan - 13.87%
Common Stocks - (Cost $336,151,308)
ABC-Mart, Inc.		155,700			8,645,732
Asahi Group Holdings Ltd.		117,400			4,428,500
Daiwa House Industry Co., Ltd.		786,640			23,364,566
Don Quijote Holdings Co., Ltd.		625,500			22,809,217
East Japan Railway Co.		262,500			23,439,560
Hitachi Ltd.		3,421,000			18,876,493
IHI Corp.B		1,671,000			5,666,185

See accompanying notes

7

American Beacon International Equity Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Shares		Fair Value
Japan - 13.87% (continued)
Common Stocks - (Cost $336,151,308) (continued)
Inpex Corp.		502,400		$	4,815,559
Isuzu Motors Ltd.		1,130,500			15,333,626
Japan Airlines Co., Ltd.		585,000			18,472,303
KDDI Corp.		1,511,300			40,068,600
Kirin Holdings Co., Ltd.		696,500			13,533,250
Komatsu Ltd.		596,800			15,911,098
Konica Minolta, Inc.		1,480,200			13,079,139
Mitsui Fudosan Co., Ltd.		267,000			5,866,934
Nikon Corp.		454,900			6,488,370
Nissan Motor Co., Ltd.		683,600			6,491,057
Omron Corp.		145,300			6,080,507
Panasonic Corp.		631,200			7,533,632
Ryohin Keikaku Co., Ltd.		28,600			6,449,912
Seven & I Holdings Co., Ltd.		216,900			9,164,378
SoftBank Group Corp.		281,800			21,340,710
Sony Corp.		669,000			22,559,058
Sumitomo Metal Mining Co., Ltd.		805,000			10,915,071
Sumitomo Mitsui Financial Group, Inc.		632,900			23,414,035
Sumitomo Rubber Industries Ltd.		285,700			5,136,065
Suntory Beverage & Food Ltd.		215,300			9,627,903
United Arrows Ltd.		197,700			6,118,547
Total Japan					375,630,007
Luxembourg - 0.65%
Common Stocks - (Cost $16,974,195)
ArcelorMittalB		747,635			5,898,689
RTL Group S.A.B		78,325			6,070,475
SES S.A.		127,386			2,785,638
Tenaris S.A.		187,618			2,938,873
Total Luxembourg					17,693,675
Netherlands - 5.06%
Common Stocks - (Cost $112,272,505)
Aegon N.V.		2,080,660			10,604,777
Airbus SE		94,460			7,637,914
Akzo Nobel N.V.		521,600			45,613,388
ING Groep N.V.		1,490,252			24,260,683
Koninklijke Ahold Delhaize N.V.		465,402			9,642,422
QIAGEN N.V.B		274,583			8,210,382
SBM Offshore N.V.		565,280			9,313,360
Wolters Kluwer N.V.		510,454			21,679,898
Total Netherlands					136,962,824
Norway - 1.66%
Common Stocks - (Cost $45,035,164)
Statoil ASA		579,047			9,556,366
Telenor ASA		1,721,681			27,832,440
Yara International ASA		201,410			7,487,779
Total Norway					44,876,585
Portugal - 0.27%
Common Stocks - (Cost $7,245,134)
Galp Energia SGPS S.A.		468,403			7,281,000

See accompanying notes

8

American Beacon International Equity Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Shares		Fair Value
Republic of Korea - 3.69%
Common Stocks - (Cost $79,386,779)
Hana Financial Group, Inc.		472,142		$	16,265,020
Hyundai Mobis Co., Ltd.		28,434			5,547,366
Hyundai Motor Co.		23,284			2,946,565
KB Financial Group, Inc., ADR		270,917			11,776,762
Samsung Electronics Co., Ltd.		23,198			45,482,677
SK Telecom Co., Ltd.		85,261			17,945,346
Total Republic of Korea					99,963,736
Singapore - 1.49%
Common Stocks - (Cost $29,797,588)
DBS Group Holdings Ltd.		1,666,081			23,074,593
Singapore Telecommunications Ltd.		4,757,395			12,722,254
United Overseas Bank Ltd.		294,700			4,598,260
Total Singapore					40,395,107
Spain - 1.30%
Common Stocks - (Cost $34,407,696)
CaixaBank S.A.		2,333,027			10,594,953
Red Electrica Corp. S.A.		460,828			8,985,438
Telefonica S.A.		1,418,349			15,689,548
Total Spain					35,269,939
Sweden - 2.38%
Common Stocks - (Cost $59,815,027)
Alfa Laval ABA		492,640			10,106,092
Assa Abloy AB, Class BA		979,440			21,220,297
Getinge AB, Class B		422,698			8,260,872
Nordea Bank AB		1,373,474			16,902,292
Swedbank AB, Class A		331,542			7,856,871
Total Sweden					64,346,424
Switzerland - 8.34%
Common Stocks - (Cost $212,111,455)
ABB Ltd.		1,735,815			42,496,938
Aryzta AGA B		318,414			10,339,655
Cie Financiere Richemont S.A.		259,653			21,698,640
Julius Baer Group Ltd.B		175,964			9,169,581
Novartis AG		766,032			58,934,422
Roche Holding AG		143,573			37,559,851
Swiss Re AG		103,871			9,040,431
UBS Group AG		1,134,880			19,389,909
Zurich Insurance Group AG		62,365			17,261,629
Total Switzerland					225,891,056
United Kingdom - 24.61%
Common Stocks - (Cost $649,630,366)
Aon PLC		160,599			19,246,184
AstraZeneca PLC		333,239			20,015,955
Aviva PLC		3,304,718			22,450,006
BAE Systems PLC		1,570,260			12,751,923
Balfour Beatty PLC		2,655,985			10,038,007
Barclays PLC		10,974,502			30,169,568
BHP Billiton PLC		1,245,577			18,955,927

See accompanying notes

9

American Beacon International Equity Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Shares		Fair Value
United Kingdom - 24.61% (continued)
Common Stocks - (Cost $649,630,366) (continued)
BP PLC		4,622,103		$	26,490,458
British American Tobacco PLC		900,510			60,824,623
BT Group PLC		2,006,909			7,921,510
Carnival PLC		289,901			17,895,355
Cobham PLCA		4,653,845			7,986,645
ConvaTec Group PLCB		777,610			3,092,988
Diageo PLC		777,435			22,620,754
GlaxoSmithKline PLC		1,037,109			20,820,573
Howden Joinery Group PLC		1,681,551			10,083,878
HSBC Holdings PLC		1,634,824			13,501,210
Informa PLC		1,458,541			12,128,029
Johnson Matthey PLC		144,790			5,586,575
Kingfisher PLC		1,683,093			7,440,138
Lloyds Banking Group PLC		18,326,279			16,425,438
Petrofac Ltd.		609,354			6,428,318
Provident Financial PLC		230,755			9,575,913
Prudential PLC		2,590,986			57,586,266
RELX PLC		940,421			19,074,390
Rolls Royce Holdings PLC		272,600			2,866,939
Rolls Royce Holdings PLC, Class CB C		17,828,100			23,091
Royal Dutch Shell PLC, Class A		988,063			25,626,762
Royal Dutch Shell PLC, Class B		1,711,013			45,485,508
Shire PLC		449,844			26,434,268
Sky PLC		516,837			6,640,516
SSE PLC		669,355			12,059,248
Standard Chartered PLCB		1,793,917			16,756,937
Unilever PLC		353,534			18,187,667
Vodafone Group PLC		10,964,303			28,267,004
Wolseley PLC		372,004			23,628,418
Total Common Stocks					665,086,989
Rights - (Cost $1,180,374)
Cobham PLCA B		1,861,538			1,374,306
Total United Kingdom					666,461,295
SHORT-TERM INVESTMENTS - 2.78% (Cost $75,397,776)
American Beacon U.S. Government Money Market Select Fund, Select Class, 0.69%D		75,397,776			75,397,776
SECURITIES LENDING COLLATERAL - 2.50% (Cost $67,610,350)
American Beacon U.S. Government Money Market Select Fund, Select Class, 0.69%D		67,610,350			67,610,350
TOTAL INVESTMENTS - 101.02% (Cost $2,485,136,168)					2,735,989,518
OTHER LIABILITIES, NET OF ASSETS - (1.02%)					(27,671,827	)
TOTAL NET ASSETS - 100.00%				$	2,708,317,691
Percentages are stated as a percent of net assets.

^A All or a portion of this security is on loan at April 30, 2017.

^B Non-income producing security.

^C Fair valued pursuant to procedures approved by the Board of Trustees. At period end, the value of these securities amounted to $23,091 or 0.00% of net assets.

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

ADR - American Depositary Receipt.

CDI - Chess Depository Interest.

PLC - Public Limited Company.

See accompanying notes

10

American Beacon International Equity Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

Futures Contracts Open on April 30, 2017:
Description	Type	Number of Contracts	Expiration Date		Contract Value		Unrealized Appreciation (Depreciation)
Amsterdam Index Futures	Long	26		May 2017	$	2,926,485	$	64,318
ASX SPI 200 Index Futures	Long	55		June 2017		6,088,012		101,541
CAC 40 Index Futures	Long	153		May 2017		8,691,449		429,674
DAX Index Futures	Long	23		June 2017		7,808,969		167,550
FTSE 100 Index Futures	Long	159		June 2017		14,755,332		(189,533	)
FTSE/MIB Index Futures	Long	16		June 2017		1,768,235		43,407
Hang Seng Index Futures	Long	18		May 2017		2,841,843		52,039
IBEX 35 Index Futures	Long	24		May 2017		2,804,636		122,960
OMX 30 Index Futures	Long	133		May 2017		2,429,561		96,798
S&P/TSX 60 Index Futures	Long	65		June 2017		8,731,090		12,821
TOPIX Index Futures	Long	139		June 2017		19,077,780		130,417
					$	77,923,392	$	1,031,992

Forward Currency Contracts Open on April 30, 2017:
Type	Currency	Principal Amount Covered by Contract		Settlement Date	Counterparty	Unrealized Appreciation		Unrealized (Depreciation)			Net Unrealized Appreciation (Depreciation)
Buy	EUR		16,371,740	6/8/2017	BNP	$	429,181	$	-		$	429,181
Buy	AUD		633,109	6/8/2017	BNP		-		(15,233	)		(15,233	)
Buy	EUR		2,828,392	6/8/2017	BOA		76,841		-			76,841
Buy	GBP		1,609,727	6/8/2017	BOA		71,967		-			71,967
Sell	EUR		2,750,657	6/8/2017	BOA		-		(64,954	)		(64,954	)
Buy	SEK		1,659,315	6/8/2017	BOM		25,809		-			25,809
Buy	CAD		1,040,076	6/8/2017	BOM		-		(18,595	)		(18,595	)
Buy	CAD		8,975,142	6/8/2017	BOM		-		(213,283	)		(213,283	)
Buy	CHF		1,519,883	6/8/2017	BOM		-		(18,221	)		(18,221	)
Buy	CHF		1,251,964	6/8/2017	BOM		-		(5,626	)		(5,626	)
Buy	CAD		1,244,573	6/8/2017	BOM		-		(22,083	)		(22,083	)
Sell	GBP		21,364,568	6/8/2017	BOM		-		(705,669	)		(705,669	)
Sell	CAD		2,574,453	6/8/2017	BOM		27,740		-			27,740
Buy	JPY		22,746,009	6/8/2017	BRC		-		(155,981	)		(155,981	)
Buy	SEK		249,629	6/8/2017	CBK		-		(1,618	)		(1,618	)
Buy	GBP		17,628,134	6/8/2017	CBK		610,809		-			610,809
Buy	AUD		981,027	6/8/2017	CBK		-		(6,782	)		(6,782	)
Sell	GBP		1,824,708	6/8/2017	CBK		-		(110,361	)		(110,361	)
Sell	CHF		2,380,168	6/8/2017	CBK		-		(4,965	)		(4,965	)
Buy	CHF		984,046	6/8/2017	FBF		14,729		-			14,729
Buy	CHF		8,203,742	6/8/2017	FBF		-		(48,789	)		(48,789	)
Buy	SEK		457,515	6/8/2017	FBF		-		(5,310	)		(5,310	)
Buy	JPY		3,421,855	6/8/2017	FBF		-		(16,307	)		(16,307	)
Buy	CAD		5,904,123	6/8/2017	GLM		-		(105,872	)		(105,872	)
Buy	CHF		5,831,388	6/8/2017	GLM		82,229		-			82,229
Buy	GBP		2,390,695	6/8/2017	GLM		87,604		-			87,604
Sell	JPY		2,466,662	6/8/2017	GLM		-		(63,992	)		(63,992	)
Sell	EUR		32,401,017	6/8/2017	GLM		-		(262,205	)		(262,205	)
Buy	SEK		290,909	6/8/2017	HUS		3,920		-			3,920
Buy	JPY		4,011,512	6/8/2017	HUS		-		(38,524	)		(38,524	)
Buy	SEK		415,779	6/8/2017	HUS		-		(1,815	)		(1,815	)
Sell	AUD		1,960,355	6/8/2017	HUS		12,600		-			12,600
Buy	GBP		1,769,685	6/8/2017	JPM		100,580		-			100,580
Buy	AUD		6,947,259	6/8/2017	JPM		-		(173,105	)		(173,105	)
Buy	CAD		1,400,694	6/8/2017	JPM		-		(28,812	)		(28,812	)
Sell	CHF		838,856	6/8/2017	JPM		-		(9,893	)		(9,893	)
Buy	GBP		11,214,132	6/8/2017	MYC		607,939		-			607,939

See accompanying notes

11

American Beacon International Equity Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

Type	Currency	Principal Amount Covered by Contract		Settlement Date	Counterparty		Unrealized Appreciation		Unrealized (Depreciation)			Net Unrealized Appreciation (Depreciation)
Buy	CAD		862,742	6/8/2017		MYC	$	-	$	(21,331	)	$	(21,331	)
Buy	GBP		2,668,140	6/8/2017		MYC		101,763		-			101,763
Buy	CHF		1,171,388	6/8/2017		MYC		10,269		-			10,269
Sell	EUR		7,678,001	6/8/2017		MYC		-		(131,364	)		(131,364	)
Buy	JPY		15,116,762	6/8/2017		RBC		303,550		-			303,550
Buy	CAD		1,525,298	6/8/2017		RBC		-		(32,314	)		(32,314	)
Buy	EUR		4,173,842	6/8/2017		RBC		26,926		-			26,926
Sell	CAD		965,071	6/8/2017		RBC		12,365		-			12,365
Sell	CAD		11,082,413	6/8/2017		RBC		255,745		-			255,745
Sell	GBP		4,770,940	6/8/2017		RBC		-		(55,178	)		(55,178	)
Buy	JPY		2,277,772	6/8/2017		SCB		44,919		-			44,919
Buy	JPY		2,191,368	6/8/2017		SCB		29,387		-			29,387
Buy	AUD		1,064,837	6/8/2017		SCB		-		(20,229	)		(20,229	)
Buy	JPY		3,010,810	6/8/2017		SCB		-		(21,379	)		(21,379	)
Sell	CHF		10,238,310	6/8/2017		SCB		42,347		-			42,347
Buy	CHF		765,665	6/8/2017		SOG		-		(1,495	)		(1,495	)
Buy	EUR		27,071,594	6/8/2017		SOG		176,653		-			176,653
Buy	GBP		3,128,388	6/8/2017		SOG		89,986		-			89,986
Buy	SEK		343,730	6/8/2017		SOG		5,755		-			5,755
Sell	SEK		275,238	6/8/2017		SOG		-		(2,666	)		(2,666	)
Sell	JPY		28,006,995	6/8/2017		SOG		209,336		-			209,336
Sell	JPY		6,147,138	6/8/2017		SOG		133,656		-			133,656
Sell	JPY		291,514	5/8/2017		SSB		-		-			-
Buy	AUD		4,584,564	6/8/2017		TDB		-		(50,210	)		(50,210	)
Buy	EUR		2,454,357	6/8/2017		UAG		23,103		-			23,103
Buy	SEK		2,715,118	6/8/2017		UAG		-		(26,024	)		(26,024	)
Buy	EUR		4,661,609	6/8/2017		UAG		3,706		-			3,706
Sell	SEK		3,361,634	6/8/2017		UAG		14,679		-			14,679
Buy	AUD		719,869	6/8/2017		WBC		-		(8,921	)		(8,921	)
Buy	AUD		1,187,559	6/8/2017		WBC		-		(21,155	)		(21,155	)
Buy	EUR		3,703,535	6/8/2017		WBC		80,962		-			80,962
Sell	AUD		741,990	6/8/2017		WBC		6,897		-			6,897
Sell	AUD		8,551,624	6/8/2017		WBC		152,512		-			152,512
Sell	SEK		773,063	6/8/2017		WBC		-		(14,455	)		(14,455	)
							$	3,876,464	$	(2,504,716	)	$	1,371,748

Glossary:
Counterparty Abbreviations:
BNP	BNP Paribas, N.A.
BOA	Bank of America, N.A.
BOM	Bank of Montreal
BRC	Barclays Bank PLC
CBK	Citibank, N.A.
FBF	Credit Suisse International
GLM	Goldman Sachs Bank USA
HUS	HSBC Bank (USA)
JPM	JPMorgan Chase Bank, N.A.
MYC	Morgan Stanley Capital Services
RBC	Royal Bank of Canada
SCB	Standard Chartered Bank
SOG	Societe Generale
SSB	State Street Bank & Trust Company
TDB	Toronto Dominion Bank
UAG	UBS AG
WBC	Westpac Banking Corporation

See accompanying notes

12

American Beacon International Equity Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

Currency Abbreviations:
AUD	Australian Dollar
CAD	Canadian Dollar
CHF	Swiss Franc
EUR	Euro
GBP	Pound Sterling
JPY	Japanese Yen
SEK	Swedish Krona
USD	United States Dollar

The Fund’s investments are summarized by level based on the inputs used to determine their values. As of April 30, 2017, the investments were classified as described below:

International Equity Fund	Level 1			Level 2			Level 3		Total
Assets
Foreign Common Stocks
Australia	$	28,330,518		$	-		$	-	$	28,330,518
Belgium		37,181,511			-			-		37,181,511
Canada		99,362,263			-			-		99,362,263
Denmark		23,301,789			-			-		23,301,789
Finland		13,174,081			-			-		13,174,081
France		282,618,175			-			-		282,618,175
Germany		190,856,978			-			-		190,856,978
Hong Kong		71,302,749			-			-		71,302,749
Ireland		26,398,098			-			-		26,398,098
Israel		13,151,996			-			-		13,151,996
Italy		51,293,997			-			-		51,293,997
Japan		375,630,007			-			-		375,630,007
Luxembourg		17,693,675			-			-		17,693,675
Netherlands		136,962,824			-			-		136,962,824
Norway		44,876,585			-			-		44,876,585
Portugal		7,281,000			-			-		7,281,000
Republic of Korea		99,963,736			-			-		99,963,736
Singapore		40,395,107			-			-		40,395,107
Spain		35,269,939			-			-		35,269,939
Sweden		64,346,424			-			-		64,346,424
Switzerland		225,891,056			-			-		225,891,056
United Kingdom		665,063,898			-			23,091		665,086,989
Foreign Preferred Stocks
Germany		41,237,589			-			-		41,237,589
Foreign Rights
United Kingdom		1,374,306			-			-		1,374,306
Short-Term Investments - Money Market Funds		75,397,776			-			-		75,397,776
Securities Lending Collateral Invested in Money Market Funds		67,610,350			-			-		67,610,350
Total Investments in Securities - Assets	$	2,735,966,427		$	-		$	23,091	$	2,735,989,518
Financial Derivative Instruments - Assets
Futures Contracts	$	1,221,525		$	-		$	-	$	1,221,525
Forward Currency Contracts		-			3,876,464			-		3,876,464
Total Financial Derivative Instruments - Assets	$	1,221,525		$	3,876,464		$	-	$	5,097,989
Financial Derivative Instruments - Liabilities
Futures Contracts	$	(189,533	)	$	-		$	-	$	(189,533	)
Forward Currency Contracts		-			(2,504,716	)		-		(2,504,716	)
Total Financial Derivative Instruments - Liabilities	$	(189,533	)	$	(2,504,716	)	$	-	$	(2,694,249	)

U.S. GAAP also requires all transfers between any level 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 period ended April 30, 2017, there were no transfers between levels.

See accompanying notes

13

American Beacon International Equity Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

The following table is a reconciliation of Level 3 assets in the 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:

Security Type	Balance as of 10/31/2016		Net Purchases		Net Sales		Accrued Discounts (Premiums)		Realized Gain (Loss)		Change in Unrealized Appreciation (Depreciation)		Transfer into Level 3		Transfer out of Level 3		Balance as of 4/30/2017		Change in Unrealized Appreciation (Depreciation) at Period end**
Common Stocks	$	-	$	22,919	$	-	$	-	$	-	$	172	$	-	$	-	$	23,091	$	172

** Change in unrealized appreciation (depreciation) attributable to Level 3 securities held at period end. This balance is included in the change in unrealized appreciation (depreciation) on the Statement of Operations.

The common stock classified as Level 3 was fair valued using the redemption value as of April 30, 2017. However, these securities are included in the Level 3 category due to limited market transparency and/or lack of corroboration to support the valuation.

See accompanying notes

14

American Beacon International Equity Fund^SM

Statement of Assets and Liabilities

April 30, 2017 (Unaudited)

Assets:
Investments in unaffiliated securities, at fair value†	$	2,592,981,392
Investments in affiliated securities, at fair value‡		143,008,126
Foreign currency, at fair value^		196,782
Foreign currency deposits with brokers for futures contracts, at fair value¤		4,213,799
Cash		3,400,000
Dividends and interest receivable		12,291,207
Receivable for investments sold		14,302,486
Receivable for fund shares sold		3,760,595
Receivable for tax reclaims		3,057,601
Receivable for expense reimbursement (Note 2)		178
Receivable for variation margin on open futures contracts		2,918,938
Unrealized appreciation from forward currency contracts		3,876,464
Prepaid expenses		179,685
Total assets		2,784,187,253
Liabilities:
Payable for investments purchased		1,544,456
Payable for fund shares redeemed		1,546,724
Payable upon return of securities loaned§		67,610,350
Management and investment advisory fees payable		2,173,283
Administrative service and service fees payable		118,035
Transfer agent fees payable		128,559
Custody and fund accounting fees payable		34,855
Professional fees payable		52,914
Trustee fees payable		5,699
Payable for prospectus and shareholder reports		96,871
Unrealized depreciation from forward currency contracts		2,504,716
Other liabilities		53,100
Total liabilities		75,869,562
Net Assets	$	2,708,317,691
Analysis of Net Assets:
Paid-in-capital	$	2,465,519,048
Undistributed net investment income		9,391,131
Accumulated net realized (loss)		(20,019,593	)
Unrealized appreciation of investments		385,883,430
Unrealized depreciation of currency transactions		(133,488,317	)
Unrealized appreciation of futures contracts		1,031,992
Net assets	$	2,708,317,691

See accompanying notes

15

American Beacon International Equity Fund^SM

Statement of Assets and Liabilities

April 30, 2017 (Unaudited)

Shares outstanding at no par value (unlimited shares authorized):
Institutional Class		75,941,277
Y Class		45,258,788
Investor Class		17,416,877
Advisor Class		1,334,310
A Class		1,163,795
C Class		353,855
R6 ClassA		5,618
Net assets:
Institutional Class	$	1,438,408,603
Y Class	$	888,820,069
Investor Class	$	327,080,913
Advisor Class	$	25,645,940
A Class	$	21,820,432
C Class	$	6,435,324
R6 ClassA	$	106,410
Net asset value, offering and redemption price per share:
Institutional Class	$	18.94
Y Class	$	19.64
Investor Class	$	18.78
Advisor Class	$	19.22
A Class	$	18.75
A Class (offering price)	$	19.89
C Class	$	18.19
R6 ClassA	$	18.94
† Cost of investments in unaffiliated securities	$	2,342,128,042
‡ Cost of investments in affiliated securities	$	143,008,126
§ Fair value of securities on loan	$	64,242,131
^ Cost of foreign currency	$	195,695
¤ Cost of foreign currency deposits with brokers	$	6,055,213

^A Class commenced operations February 28, 2017 (Note 1).

See accompanying notes

16

American Beacon International Equity Fund^SM

Statement of Operations

For the Period Ended April 30, 2017 (Unaudited)

Investment income:
Dividend income from unaffiliated securities (net of foreign taxes)†	$	34,942,344
Dividend income from affiliated securities		190,551
Income derived from securities lending		524,987
Total investment income		35,657,882
Expenses:
Management and investment advisory fees (Note 2)		7,847,769
Transfer agent fees:
Institutional Class		221,261
Y Class		83,436
Investor Class		8,094
Advisor Class		2,045
A Class		1,644
C Class		217
R6 ClassA		373
Custody and fund accounting fees		355,679
Professional fees		62,671
Registration fees and expenses		97,068
Service fees (Note 2):
Y Class		347,126
Investor Class		604,082
Advisor Class		29,326
A Class		15,644
C Class		3,784
Distribution fees (Note 2):
Advisor Class		29,326
A Class		26,074
C Class		25,225
Prospectus and shareholder report expenses		117,716
Trustee fees		78,922
Other expenses		133,754
Total expenses		10,091,236
Net fees waived and expenses reimbursed / (recouped) by Manager (Note 2)		(364	)
Net expenses		10,090,872
Net investment income		25,567,010
Realized and unrealized gain (loss) from investments:
Net realized gain (loss) from:
Investments		103,826,364
Commission recapture (Note 1)		61,244
Foreign currency transactions		(52,909,929	)
Futures contracts		10,027,791
Change in net unrealized appreciation (depreciation) of:
Investments		159,014,677
Foreign currency transactions		45,869,488
Futures contracts		(1,191,269	)
Net gain from investments		264,698,366
Net increase in net assets resulting from operations	$	290,265,376
† Foreign taxes	$	3,658,125

^A Class commenced operations February 28, 2017 (Note 1).

See accompanying notes

17

American Beacon International Equity Fund^SM

Statements of Changes of Net Assets

	For the Six Months Ended April 30, 2017			For the Year Ended October 31, 2016
	(unaudited)
Increase (Decrease) in Net Assets:
Operations:
Net investment income	$	25,567,010		$	53,490,297
Net realized gain (loss) from investments, commission recapture, foreign currency transactions, and futures contracts		61,005,470			(69,713,130	)
Change in net unrealized appreciation (depreciation) of investments, foreign currency transactions, and futures contracts		203,692,896			(48,671,035	)
Net increase (decrease) in net assets resulting from operations		290,265,376			(64,893,868	)
Distributions to Shareholders:
Net investment income:
Institutional Class		(34,791,829	)		(16,686,558	)
Y Class		(18,973,818	)		(8,452,221	)
Investor Class		(7,051,311	)		(3,881,250	)
Advisor Class		(456,420	)		(277,450	)
A Class		(472,655	)		(124,783	)
C Class		(111,074	)		(21,084	)
Net realized gain from investments:
Institutional Class		–			(9,476,767	)
Y Class		–			(4,762,157	)
Investor Class		–			(2,928,681	)
Advisor Class		–			(209,279	)
A Class		–			(91,005	)
C Class		–			(32,829	)
Net distributions to shareholders		(61,857,107	)		(46,944,064	)
Capital Share Transactions:
Proceeds from sales of shares		355,884,272			1,257,857,958
Reinvestment of dividends and distributions		57,320,154			42,786,888
Cost of shares redeemed		(584,149,120	)		(638,592,286	)
Net increase (decrease) in net assets from capital share transactions		(170,944,694	)		662,052,560
Net increase in net assets		57,463,575			550,214,628
Net Assets:
Beginning of period		2,650,854,116			2,100,639,488
End of Period*	$	2,708,317,691		$	2,650,854,116
* Includes undistributed net investment income	$	9,391,131		$	52,877,849

See accompanying notes

18

American Beacon International Equity Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

1.  Organization and Significant Accounting Policies

American Beacon Funds (the “Trust”) is organized as a Massachusetts business trust. The Fund, a series within the Trust, is registered under the Investment Company Act of 1940 (the “Act”) as a diversified, open-end management investment company. As of April 30, 2017, the Trust consists of thirty-two active series, one of which is presented in this filing: American Beacon International Equity Fund (the “Fund”). The remaining thirty-one active series are reported in separate filings.

American Beacon Advisors, Inc. (the “Manager”) is a wholly-owned subsidiary of Resolute Investment Managers, Inc., which is indirectly owned by investment funds affiliated with Kelso & Company, L.P. and Estancia Capital Management, LLC, and was organized in 1986 to provide business management, advisory, administrative and asset management consulting services to the Trust and other investors.

New Accounting Pronouncements

In October 2016, the SEC adopted amendments to rules under the Investment Company Act of 1940 (“final rules”) intended to modernize the reporting and disclosure of information by registered investment companies. The final rules amend Regulation S-X and require funds to provide standardized, enhanced derivative disclosure in fund financial statements in a format designed for individual investors. The amendments to Regulation S-X also update the disclosures for other investments and investments in, and advances to affiliates and amend the rules regarding the general form and content of fund financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the amendments and its impact, if any, on the Fund’s Financial Statements.

Class Disclosure

The inception date of the R6 Class was February 28, 2017.

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

Class	Eligible Investors	Minimum Initial Investments
Institutional	Large institutional investors - sold directly or through intermediary channels.	$	250,000
Y Class	Large institutional retirement plan investors - sold directly or through intermediary channels.	$	100,000
Investor	All investors using intermediary organizations such as broker-dealers or retirement plan sponsors.	$	2,500
Advisor Class	All investors who invest through intermediary organizations, such as broker-dealers or third party administrators.	$	2,500
A Class	All investors who invest through intermediary organizations, such as broker-dealers or third party administrator. Retail investors who invest directly through a financial intermediary such as a broker, bank, or registered investment advisor which may include a front-end sales charge and a contingent deferred sales charge (“CDSC”).	$	2,500
C Class	Retail investors who invest directly through a financial intermediary such as a broker or employee directed benefit plans with applicable sales charges, which may include CDSC.	$	1,000
R6 Class	Large institutional retirement plan investors - sold through retirement plan sponsors.	$	5,000,000

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

19

American Beacon International Equity Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

respective Fund. Class specific expenses, where applicable, currently include administration service fees, service fees, and distribution fees and vary amongst the classes as described more fully in Note 2.

The following is a summary of significant accounting policies, consistently followed by the Fund in preparation of the financial statements. The Fund is considered an investment company and accordingly, follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standard Codification Topic 946, Financial Services – Investment Companies, which is part of the U.S. Generally Accepted Accounting Principles (“U.S. GAAP”).

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 Net Asset Value (“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. Dividends to shareholders are determined in accordance with federal income tax regulations, which may differ in amount and character from net investment income and realized gains recognized for purposes of U.S. GAAP. To the extent necessary to fully distribute capital gains, the Fund also designates earnings and profits distributed to shareholders on the redemption of shares.

Commission Recapture

The Fund has 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. This amount is reported with the net realized gains in the Fund’s Statement 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.

20

American Beacon International Equity Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

Other

Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liabilities 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.

2.  Transactions with Affiliates

Management Agreement

The Fund and the Manager are parties to a Management Agreement that obligates the Manager to provide investment advisory, fund management, and administrative services to the Fund. As compensation for performing the duties under the Management Agreement, the Manager receives from the Fund an annualized fee at the following annual rates as a percentage of average daily net assets: 0.35% of the first $15 billion, 0.325% of the next $15 billion, and 0.30% of the next $30 billion. The Fund pays the unaffiliated investment advisors hired to direct investment activities of the Fund an annualized investment advisory fee based on a percentage of the Fund’s average daily assets. Management fees paid by the Fund during the period ended April 30, 2017 were as follows:

Fund	Management Fee Rate			Management Fee		Amount Paid to Investment Advisors		Amount Paid to Manager
International Equity		0.62	%	$	7,847,769	$	3,168,585	$	4,679,184

As compensation for services provided by the Manager in connection with securities lending activities conducted by the Fund, the lending Fund pays to the Manager, with respect to cash collateral posted by borrowers, a fee up to 10% 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 10% of such loan fees. These fees are included in “Income derived from securities lending” and “Management and investment advisory fees” on the Statement of Operations. During the period ended April 30, 2017, the Manager received securities lending fees of $64,885 for the securities lending activities of the Fund.

Distribution Plans

The Fund, except for the Advisor, 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 may be charged to the Fund for distribution purposes. However, the Plan authorizes the management 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, 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 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.

21

American Beacon International Equity Fund^SM

Notes to Financial Statements

April 30, 2017 (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 of the Fund. As compensation for performing the duties required under the Service Plans, the Manager receives an annualized fee up to 0.10% of the average daily net assets of the Y Class, up to 0.15% of the average net assets of the A and C Classes, up to 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. Effective April 1, 2017, the Fund terminated the service plan for the Y Class.

Sub-Transfer Agent Fees

The Manager has entered into agreements, which include servicing agreements, with financial intermediaries that provide recordkeeping, processing, shareholder communications and other services to customers of the intermediaries that hold positions in the Institutional Class of the Fund and has agreed to compensate the intermediaries for providing these services. Effective April 1, 2017, the Fund has agreed to compensate the intermediaries for providing services to the Y Class. Intermediaries transact with the Fund primarily through the use of omnibus accounts on behalf of its customers who hold positions in the Fund. Certain services would have been provided by the Fund’s transfer agent and other service providers if the shareholders’ accounts were maintained directly by the Fund’s transfer agent. Accordingly, the Fund, pursuant to the Trust’s Board of Trustees (the “Board”) approval, has agreed to reimburse the Manager for certain non-distribution shareholder services provided by financial intermediaries for the Institutional and Y Classes. The reimbursement amounts (sub-transfer agent fees) paid to the Manager are subject to a fee limit of up to 0.10% of an intermediary’s average net assets in the Institutional and Y Classes on an annual basis. During the period ended April 30, 2017, the sub-transfer agent fees, as reflected in “Transfer agent fees” on the Statement of Operations, were as follows:

Fund	Sub-Transfer Agent Fees
International Equity	$	273,791

As of April 30, 2017, the Fund owed the Manager the following reimbursement of sub-transfer agent fees, as reflected in “Transfer agent fees payable” on the Statement of Assets and Liabilities:

Fund	Reimbursement Sub-Transfer Agent Fees
International Equity	$	123,197

Investments in Affiliated Funds

The Fund may invest in the American Beacon U.S. Government Money Market Select Fund (the “USG Select Fund”). Cash collateral received by the Fund in connection with securities lending may also be invested in the USG Select Fund. The Fund and the USG Select Fund have the same investment advisor and therefore, are considered to be affiliated. The Manager serves as investment advisor to the USG Select Fund and receives management fees totaling 0.10% of the average daily net assets of the USG Select Fund. During the period ended April 30, 2017, the Manager earned fees totaling $64,885 on the Fund’s direct investments in the USG Select Fund and $9,752 from the Fund’s securities lending collateral invested in USG Select Fund.

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 period ended April 30, 2017, the Fund did not utilize the credit facility.

22

American Beacon International Equity Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

Expense Reimbursement Plan

The Manager voluntarily agreed to reduce fees and/or reimburse expenses for the R6 Class of the Fund to the extent that total operating expenses exceed the expense cap. During the period ended April 30, 2017, the Manager waived and/or reimbursed expenses as follows:

	Expense Cap			Expiration of Reimbursed Expenses
Class	2/28/2017 - 4/30/2017	Reimbursed Expenses
R6	0.67%	$	364		2020

Of this amount, $178 was disclosed as a receivable from the Manager on the Statement of Assets and Liabilities at April 30, 2017. The Fund has adopted an Expense Reimbursement Plan whereby the Manage may seek repayment of such fee reductions and expense reimbursements. Under the policy, the Manager can be reimbursed by the Fund for any contractual or voluntary fee reductions or expense reimbursements if reimbursement to the Manager (a) occurs within three years after the Manager’s own waiver or reimbursement and (b) does not cause the Fund’s annual operating expenses to exceed the lesser of the contractual percentage limit in effect at the time of the waiver/reimbursement or time of recoupment. The reimbursed expenses above will expire in 2020. The carryover of excess expenses potentially reimbursable to the manager, but not recorded as a liability are as follows:

Fund	Recovered Expenses		Excess Expense Carryover		Expired Expense Carryover		Expiration of Reimbursed Expenses
International Equity	$	-	$	151,730	$	-		2017
International Equity		-		105,014		-		2018

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 period ended April 30, 2017, Foreside collected $2,356 in sales commissions from the sale of Class A Shares of the Fund.

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 period ended April 30, 2017, CDSC fees of $625 were collected for the Class A Shares of the Fund.

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 period ended April 30, 2017, CDSC fees of $44 were collected for Class C Shares of the Fund.

Trustee Fees and Expenses

As compensation for their service to the Trust, the American Beacon Select Funds and the American Beacon Institutional Funds Trust, each Trustee receives an annual retainer of $120,000, plus $5,000 for each Board of Trustee meeting attended in person or via teleconference, $2,500 for attendance by Committee members at meetings of the Audit Committee and the Investment Committee, and $1,500 for attendance by Committee members at meetings of the Nominating and Governance Committee, plus reimbursement of reasonable expenses incurred in attending Board meetings, Committee meetings, and relevant educational seminars. The Trustees also may be compensated for attendance at special Board and/or Committee meetings from time to time. The Board

23

American Beacon International Equity Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

Chairman receives an additional annual retainer of $50,000 as well as a single $5,000 fee each quarter for his attendance at the committee meetings. The chairpersons of the Audit Committee and the Investment Committee each receive an additional annual retainer of $25,000 and the Chairman of the Nominating and Governance Committee receives an additional annual retainer of $10,000. These expenses are allocated on a prorated basis to each Fund of the Trust according to its respective net assets.

3.  Security Valuation and Fair Value Measurements

Investments are valued at the close of the New York Stock Exchange (the “Exchange”), normally at 4:00 p.m. Eastern Time, 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.

For valuation purposes, the last quoted prices of non-U.S. equity securities may be adjusted under the circumstances described below. If the Manager 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 Manager 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 Manager 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 Fund’s pricing time of 4:00 p.m. Eastern 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 American Depository Receipts (ADRs) and futures contracts. The Valuation Committee, established by the Board, may also fair value securities in other situations, such as when a particular foreign market is closed but a Fund is open. The Fund uses outside pricing services to provide closing prices and information to evaluate and/or adjust those prices. As a means of evaluating its security valuation process, the Valuation Committee routinely compares closing prices, the next day’s opening prices in the same markets, and adjusted prices.

Investments in open-end mutual funds are valued at the closing NAV per share of the mutual fund on the day of valuation.

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 Board.

Futures contracts are valued based upon their quoted daily settlement prices. Upon entering into a futures contract, the 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.

Other investments 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 Manager’s Valuation Committee, pursuant to procedures established by the Board.

24

American Beacon International Equity Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

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. Fixed-income securities are considered Level 2 as they are valued using observable inputs.
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.

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 generally categorized as Level 2 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. markets for investments. Securities using these valuation adjustments 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.

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.

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 the 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

25

American Beacon International Equity Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

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 the 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 (of instance, in a forced or distressed sale). The price 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.GAAP requires a reconciliation of the beginning to ending balances for reported fair value 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, has been included in the footnotes of the Schedule of Investments.

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.

CHESS Depository Instruments (“CDIs”)

CDIs are financial products through which a unit of beneficial ownership is obtained in 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 such as dividends, bonus issues, rights issues, interest payments, and maturity payments or similar

26

American Beacon International Equity Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

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.

Common Stock

Common stock generally takes the form of shares in a corporation which represent an ownership interest. It ranks below preferred stock and debt securities in claims for dividends and for assets of the company in a liquidation or bankruptcy. The value of a company’s common stock may fall as a result of factors directly relating to that company, such as decisions made by its management or decreased demand for the company’s products or services. A stock’s value may also decline because of factors affecting not just the company, but also companies in the same industry or sector. The price of a company’s stock may also be affected by changes in financial markets that are relatively unrelated to the company, such as changes in interest rates, currency exchange rates or industry regulation. Companies that elect to pay dividends on their common stock generally only do so after they invest in their own business and make required payments to bondholders and on other debt and preferred stock. Therefore, the value of a company’s common stock will usually be more volatile than its bonds, other debt and preferred stock. Common stock may be exchange-traded or over-the-counter (“OTC”). OTC stock may be less liquid than exchange-traded stock.

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 the 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, the Fund becomes a shareholder of that investment company. As a result, the Fund’s 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 the 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.

Preferred Stock

A preferred stock blends the characteristics of a bond and common stock. It can offer the higher yield of a bond and has priority over common stock in equity ownership, but does not have the seniority of a bond and its participation in the issuer’s growth may be limited. Preferred stock generally has preference over common stock in the receipt of dividends and in any residual assets after payment to creditors should the issuer be dissolved. Although the dividend is set at a fixed or variable rate, in some circumstances it can be changed or omitted by the issuer.

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.

27

American Beacon International Equity Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

Rights and Warrants

Rights are short-term warrants issued in conjunction with new stock or bond issues. Warrants are options to purchase an issuer’s securities at a stated price during a stated term. If the market price of the underlying common stock does not exceed the warrant’s exercise price during the life of the warrant, the warrant will expire worthless. Warrants usually have no voting rights, pay no dividends and have no rights with respect to the assets of the corporation issuing them. The percentage increase or decrease in the value of a warrant may be greater than the percentage increase or decrease in the value of the underlying common stock. Warrants may be purchased with values that vary depending on the change in value of one or more specified indices (“index warrants”). Index warrants are generally issued by banks or other financial institutions and give the holder the right, at any time during the term of the warrant, to receive upon exercise of the warrant a cash payment from the issuer based on the value of the underlying index at the time of the exercise. The market for warrants or rights may be very limited and it may be difficult to sell them promptly at an acceptable price. There is no specific limit on the percentage of assets the Fund may invest in rights and warrants.

5.  Financial Derivative Instruments

The Fund may utilize derivative instruments to gain market exposure on cash balances or reduce market exposure in anticipation of liquidity needs and to hedge currency exposures. When considering the Fund’s use of derivatives, it is important to note that the Fund does not use derivatives for the purpose of creating financial leverage.

Forward Currency Contracts

The Fund may enter into forward 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 currency contracts are valued at the forward exchange rate prevailing on the day of valuation. The Fund may also use forward currency contracts to increase exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another. The Funds bears 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 Fund also bears the credit risk if the counterparty fails to perform under the contract.

During the period ended April 30, 2017, the Fund entered into forward currency exchange contracts primarily for hedging foreign currency fluctuations.

The Fund’s forward currency contract notional dollar values outstanding fluctuate throughout the operating year as required to meet strategic requirements. The following table illustrates the average quarterly volume of forward currency contracts. For the purpose of this disclosure, volume is measured by the amounts bought and sold in USD.

Average Forward Currency Notional Amount Outstanding Period Ended April 30, 2017
Fund	Purchased Contracts		Sold Contracts
International Equity	$	190,356,233	$	94,735,989

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.

28

American Beacon International Equity Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

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 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.

During the period ended April 30, 2017, the Fund entered into future contracts primarily for 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 each quarter end.

Average Futures Contracts Outstanding
Fund	Period Ended April 30, 2017
International Equity		1,244

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

Fair values of financial instruments on the Statement of Assets and Liabilities as of April 30, 2017:
	Derivatives not accounted for as hedging instruments
Assets:	Credit contracts		Foreign exchange contracts			Commodity contracts		Interest rate contracts		Equity contracts			Total
Unrealized appreciation of forward currency contracts	$	–	$	3,876,464		$	–	$	–	$	–		$	3,876,464
Receivable for variation margin from open futures contracts(2)		–		–			–		–		1,221,525			1,221,525
Liabilities:	Credit contracts		Foreign exchange contracts			Commodity contracts		Interest rate contracts		Equity contracts			Total
Unrealized depreciation of forward currency contracts	$	–	$	(2,504,716	)	$	–	$	–	$	–		$	(2,504,716	)
Payable for variation margin from open futures contracts(2)		–		–			–		–		(189,533	)		(189,533	)

29

American Beacon International Equity Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

The effect of financial derivative instruments on the Statement of Operations for the period ended April 30, 2017:
	Derivatives not accounted for as hedging instruments
Realized gain (loss) of derivatives recognized as a result of operations:	Credit contracts		Foreign exchange contracts			Commodity contracts		Interest rate contracts		Equity contracts			Total
Net realized gain (loss) from foreign currency transactions	$	–	$	(7,977,009	)	$	–	$	–	$	-		$	(7,977,009	)
Net realized gain (loss) from futures contracts		–		–			–		–		10,027,791			10,027,791
Net change in unrealized appreciation (depreciation) of derivatives recognized as a result from operations:	Credit contracts		Foreign exchange contracts			Commodity contracts		Interest rate contracts		Equity contracts			Total
Change in net unrealized appreciation (depreciation) from foreign currency transactions	$	–	$	5,378,520		$	–	$	–	$	–		$	5,378,520
Change in unrealized appreciation (depreciation) from futures contracts		–		–			–		–		(1,191,269	)		(1,191,269	)

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

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

Master Agreements

International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreements”) with counterparties govern transactions in over-the-counter (“OTC”) 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 a 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.

6.  Principal Risks

Investing in the Fund may involve certain risks including, but not limited to, those described below.

Allocation Risk

The sub-advisor’s judgments about, and allocations among, asset classes and market exposures may adversely affect the Fund’s performance. This risk may be increased by the use of derivatives to increase allocations to various market exposures.

Counterparty Risk

The Fund is subject to the risk that a party or participant to a transaction, such as a broker or derivative counterparty, will be unwilling or unable to satisfy its obligation to make timely principal, interest or settlement payments or to otherwise honor its obligations to the Fund.

30

American Beacon International Equity Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

Currency Risk

The Fund may have exposure to foreign currencies by making direct investments in non-U.S. currencies or in securities denominated in non-U.S. currencies, purchasing or selling forward currency exchange contracts in non-U.S. currencies, and non-U.S. currency futures contracts. Foreign currencies will fluctuate, and may decline in value relative to the U.S. dollar and other currencies and thereby affect the Fund’s investments in foreign (non-U.S.) currencies or in securities that trade in, receive revenues in, or in derivatives that provide exposure to, foreign (non-US) currencies.

Cybersecurity and Operational Risk

The Fund and its service providers, and shareholders’ ability to transact with the Fund, may be negatively impacted due to operational risks arising from, among other problems, human errors, systems and technology disruptions or failures, or cybersecurity incidents. It is not possible for the Fund service providers to identify all of the operational risks that may affect the Fund or to develop processes and controls to completely eliminate or mitigate their occurrence or effects. Cybersecurity incidents could also affect issuers of securities in which the Fund invests, leading to significant loss of value.

Equity Investments Risk

Equity securities are subject to investment and market risk. The Fund’s investments in equity securities may include common stocks, REITs, depositary receipts, and U.S. dollar-denominated foreign stocks traded on U.S. exchanges. Such investments may expose the Fund to additional risks.

Common Stock - The value of a company’s common stock may fall as a result of factors affecting the company, companies in the same industry or sector, or the financial markets overall. Common stock generally is subordinate to preferred stock upon the liquidation or bankruptcy of the issuing company.

Depositary Receipts - Depositary receipts and U.S. dollar-denominated foreign stocks traded on U.S. exchanges are subject to certain of the risks associated with investing directly in foreign securities, including, but not limited to, currency exchange rate fluctuations, political and financial instability in the home country of a particular depositary receipt or foreign stock, less liquidity and more volatility, less government regulation and supervision and delays in transaction settlement.

REITs - Investments in REITs are subject to the risks associated with investing in the real estate industry such as adverse developments affecting the real estate industry and real property values. REITs also are dependent upon the skills of their managers and are subject to heavy cash flow dependency or self-liquidation. Domestic REITs could be adversely affected by failure to qualify for tax-free “pass-through” of net income and gains under the Internal Revenue Code of 1986, as amended, or to maintain their exemption from registration under the Investment Company Act of 1940, as amended. REITs typically incur fees that are separate from those incurred by the Fund. Accordingly, the Fund’s investment in REITs will result in the layering of expenses such that shareholders will indirectly bear a proportionate share of the REITs’ operating expenses, in addition to paying Fund expenses. The value of REIT common stock may decline when interest rates rise.

Foreign Investing Risk

Non-U.S. investments carry potential risks not associated with U.S. investments. Such risks include, but are not limited to: (1) currency exchange rate fluctuations, (2) political and financial instability, (3) less liquidity and greater volatility, (4) lack of uniform accounting, auditing and financial reporting standards, (5) increased price volatility, and (6) less government regulation and supervision of foreign stock exchanges, brokers and listed companies, and (7) delays in transaction settlement in some foreign markets.

31

American Beacon International Equity Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

Futures Contracts Risk

Futures contracts are derivative instruments where one party pays a fixed price for an agreed amount of securities or other underlying assets at an agreed date. The use of such derivative instruments may expose the Fund to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives. Futures contracts may experience potentially dramatic price changes (losses) and imperfect correlation between the price of the contract and the underlying security or index, which will increase the volatility of the Fund and may involve a small investment of cash (the amount of initial and variation margin) relative to the magnitude of the risk assumed (the potential increase or decrease in the price of the futures contract).

Investment Risk

An investment in the Fund is not a deposit with a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.

Issuer Risk

The value of, and/or the return generated by, a security may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s goods or services, as well as the historical and prospective earnings of the issuer and the value of its assets.

Market Risks

Since the financial crisis that started in 2008, the U.S. and many foreign economies continue to experience its after-effects, which have resulted, and may continue to result, in fixed income instruments experiencing unusual liquidity issues, increased price volatility and, in some cases, credit downgrades and increased likelihood of default. These events have reduced the willingness and ability of some lenders to extend credit, and have made it more difficult for some borrowers to obtain financing on attractive terms, if at all. In addition, global economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely impact issuers in a different country or region. The severity or duration of adverse economic conditions may also be affected by policy changes made by governments or quasi-governmental organizations.

In addition, political events within the U.S. and abroad may affect investor and consumer confidence and may adversely impact financial markets and the broader economy, perhaps suddenly and to a significant degree. High public debt in the U.S. and other countries creates ongoing systemic and market risks and policymaking uncertainty. Because the impact on the markets has been widespread, it may be difficult to identify both risks and opportunities using past models of the interplay of market forces, or to predict the duration of these market conditions. Interest rates have been unusually low in recent years in the U.S. and abroad. Because there is little precedent for this situation, it is difficult to predict the impact on various markets of a significant rate increase, whether brought about by U.S. policy makers or by dislocations in world markets. In addition, there is a risk that the prices of goods and services in the U.S. and many foreign economies may decline over time, known as deflation (the opposite of inflation). Deflation may have an adverse effect on stock prices and creditworthiness and may make defaults on debt more likely.

Market Timing Risk

Because the Fund invests in foreign securities, it is particularly subject to the risk of market timing activities. Frequent trading by Fund shareholders poses risks to other shareholders in the Fund, including (i) the dilution of the Fund’s net asset value (“NAV”), (ii) an increase in the Fund’s expenses, and (iii) interference with

32

American Beacon International Equity Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

the portfolio manager’s ability to execute efficient investment strategies. Because of specific securities in which the Fund may invest, it could be subject to the risk of market timing activities by shareholders.

Other Investment Companies Risk

The Fund may invest in shares of other registered investment companies, including money market funds. To the extent that the Fund invests in shares of other registered investment companies, the Fund will indirectly bear the fees and expenses charged by those investment companies in addition to the Fund’s direct fees and expenses and will be subject to the risks associated with investments in those funds. For example, money market funds are subject to interest rate risk, credit risk, and market risk.

Securities Lending Risk

To the extent the Fund lends its securities, it may be subject to the following risks; i) borrowers of the Fund’s securities typically provide collateral in the form of cash that is reinvested in securities, ii) the securities in which the collateral is invested may not perform sufficiently to cover the return collateral payments owed to borrowers, iii) delays may occur in the recovery of securities from borrowers, which could interfere with the Fund’s ability to vote proxies or to settle transactions, and iv) there is the risk of possible loss of rights in the collateral should the borrower fail financially.

Segregated Assets Risk

In connection with certain transactions that may give rise to future payment obligations, including the purchase and sale of futures contracts, the Fund may be required to maintain a segregated amount of, or otherwise earmark, cash or liquid securities to cover the obligation. Segregated assets cannot be sold while the position they are covering is outstanding, unless they are replaced with other assets of equal value. The need to maintain cash or other liquid securities in segregated accounts could limit the Fund’s ability to pursue other opportunities as they arise.

Valuation Risk

The Fund may value certain assets at a price different from the price at which they can be sold. This risk may be especially pronounced for investments, such as certain derivatives, which may be illiquid or which may become illiquid.

Value Stocks Risk

Value stocks are subject to the risk that their intrinsic value may never be realized by the market or that their prices may decline. While the Fund’s investments in value stocks may limit its downside risk over time, the Fund may produce more modest gains than riskier stock funds as a trade-off for this potentially lower risk. Different investment styles could cause the Fund to underperform funds that use a growth or non-value approach to investing or have a broader investment style.

Offsetting Assets and Liabilities

The Fund is a party to enforceable master netting agreements between brokers and counterparties which provides 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 such as repurchase agreements can only be netted across transactions

33

American Beacon International Equity Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

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, 2017.

Offsetting of Financial and Derivative Assets and Liabilities as of April 30, 2017:
	Assets			Liabilities
Futures Contracts	$	1,221,525		$	189,533
Forward Currency Contracts		3,876,464			2,504,716
Total derivative assets and liabilities in the Statement of Assets and Liabilities	$	5,097,989		$	2,694,249
Derivatives not subject to a Master Netting Agreement or similar agreement (“MNA”)		(1,221,525	)		(189,533	)
Total derivative assets and liabilities subject to an MNA	$	3,876,464		$	2,504,716

	Remaining Contractual Maturity of the Agreements As of April 30, 2017
	Overnight and Continuous		<30 days		Between 30 & 90 days		>90 days		Total
Securities Lending Transactions
Common Stocks	$	63,599,918	$	-	$	-	$	-	$	63,599,918
Rights		642,213		-		-		-		642,213
Total Borrowings	$	64,242,131	$	-	$	-	$	-	$	64,242,131
Gross amount of recognized liabilities for securities lending transactions									$	64,242,131

Financial and Derivative Assets and Liabilities and Collateral Received/(Pledged) by Counterparty as of April 30, 2017:
						Gross Amounts Not Offset in the Statement of Assets and Liabilities
Counterparty	Gross Amounts of Assets Presented in the Statement of Assets and  Liabilities		Derivatives Available for Offset			Non-Cash Collateral Pledged		Cash Collateral Pledged		Net Amount of Assets
Bank of America N.A.	$	148,808	$	(64,954	)	$	-	$	-	$	83,854
Bank of Montreal		53,549		(53,549	)		-		-		-
BNP Paribas		429,181		(15,233	)		-		-		413,948
Citibank N.A.		610,809		(123,726	)		-		-		487,083
Credit Suisse International		14,729		(14,729	)		-		-		-
Goldman Sachs Capital Markets L.P.		169,833		(169,833	)		-		-		-
HSBC Bank (USA)		16,520		(16,520	)		-		-		-
JPMorgan Chase Bank N.A.		100,580		(100,580	)		-		-		-
Morgan Stanley Bank, N.A.		719,971		(152,695	)		-		-		567,276
Royal Bank of Canada		598,586		(87,492	)		-		-		511,094
Societe Generale		615,386		(4,161	)		-		-		611,225
Standard and Chartered Bank		116,653		(41,608	)		-		-		75,045
UBS AG		41,488		(26,024	)		-		-		15,464
Westpac		240,371		(44,531	)		-		-		195,840
Total	$	3,876,464	$	(915,635	)	$	-	$	-	$	2,960,829

34

American Beacon International Equity Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

						Gross Amounts Not Offset in the Statement of Assets and Liabilities
Counterparty	Gross Amounts of Liabilities Presented in the Statement of Assets and Liabilities		Derivatives Available for Offset			Non-Cash Collateral Received		Cash Collateral Received		Net Amount of Assets
Bank of America N.A.	$	64,954	$	(64,954	)	$	-	$	-	$	-
Bank of Montreal		983,477		(53,549	)		-		-		929,928
Barclays Bank PLC		155,981		-			-		-		155,981
BNP Paribas		15,233		(15,233	)		-		-		-
Citibank N.A.		123,726		(123,726	)		-		-		-
Credit Suisse International		70,406		(14,729	)		-		-		55,677
Goldman Sachs Capital Markets L.P.		432,069		(169,833	)		-		-		262,236
HSBC Bank (USA)		40,339		(16,520	)		-		-		23,819
JPMorgan Chase Bank N.A.		211,810		(100,580	)		-		-		111,230
Morgan Stanley Bank, N.A.		152,695		(152,695	)		-		-		-
Royal Bank of Canada		87,492		(87,492	)		-		-		-
Societe Generale		4,161		(4,161	)		-		-		-
Standard and Chartered Bank		41,608		(41,608	)		-		-		-
Toronto Dominion Bank		50,210		-			-		-		50,210
UBS AG		26,024		(26,024	)		-		-		-
Westpac		44,531		(44,531	)		-		-		-
Total	$	2,504,716	$	(915,635	)	$	-	$	-	$	1,589,081

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 unrecorded tax liabilities in the accompanying financial statements. Each of the tax years in the four year period ended October 31, 2016 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.

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

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.

35

American Beacon International Equity Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

The tax character of distributions paid were as follows:

	Six Months Ended April 30, 2017		Year Ended October 31, 2016
	(unaudited)
Distributions paid from:
Ordinary income*
Institutional Class	$	34,791,829	$	16,689,014
Y Class		18,973,818		8,453,455
Investors Class		7,051,311		3,882,009
Advisor Class		456,420		277,504
A Class		472,655		124,807
C Class		111,074		21,093
Long-term capital gains
Institutional Class		–		9,474,311
Y Class		–		4,760,923
Investors Class		–		2,927,922
Advisor Class		–		209,225
A Class		–		90,981
C Class		–		32,820
Total distributions paid	$	61,857,107	$	46,944,064

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

As of April 30, 2017 the components of distributable earnings (deficits) on a tax basis were as follows:

Fund	Tax cost		Unrealized appreciation		Unrealized depreciation			Net unrealized appreciation (depreciation)
International Equity	$	2,503,999,351	$	339,490,751	$	(107,500,585	)	$	231,990,166

Fund	Net unrealized appreciation (depreciation)		Undistributed ordinary income		Undistributed long-term capital gains		Accumulated capital and other losses			Other temporary differences		Distributable earnings
International Equity	$	231,990,166	$	11,646,450	$	–	$	(2,605,854	)	$	1,767,881	$	242,798,643

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 (depreciation) are attributable primarily to the tax deferral of losses from wash sales, the realization for tax purposes of unrealized gains (losses) on certain derivative instruments, the realization for tax purposes of unrealized gain (losses) 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 (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 re-classes, gains (losses) from sales of investments in passive foreign investment companies and Section 732 basis adjustments as of April 30, 2017:

Fund	Paid-in-capital			Undistributed (overdistribution of) net investment income			Accumulated net realized gain (loss)		Net unrealized appreciation (depreciation)
International Equity	$	(2	)	$	(7,196,621	)	$	7,196,623	$	–

36

American Beacon International Equity Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

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.

As of April 30, 2017 the Fund had $1,992,610 short-term post RIC MOD capital loss carryforwards.

As of April 30, 2017, the Fund utilized $19,955,541 of short-term and $44,112,279 of long-term post RIC MOD capital loss carryforwards.

8.  Investment Transactions

The aggregate cost of purchases and proceeds from sales of investments, other than short-term obligations, for the period ended April 30, 2017 were $362,413,339 and $571,008,913, respectively.

A summary of the Fund’s transactions in the USG Select Fund for the period ended April 30, 2017 are as follows:

Type of Transaction	October 31, 2016 Shares/Fair Value		Purchases		Sales			April 30, 2017 Shares/Fair Value		Dividend Income
Direct	$	87,141,057	$	704,903,176	$	716,646,457		$	75,397,776	$	665,788
Securities Lending		1,283,709		431,948,751		(365,622,110	)		67,610,350		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 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.

37

American Beacon International Equity Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

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, 2017, the value of outstanding securities on loan and the value of collateral was as follows:

Market Value of Securities on Loan		Cash Collateral Received		Non-Cash Collateral Received		Total Collateral Received
$	64,242,131	$	67,610,350	$	–	$	67,610,350

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” on 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.

10.  Capital Share Transactions

The tables below summarize the activity in capital shares for each Class of the Fund:

	Institutional Class
	Six Months Ended April 30, 2017							Year Ended October 31, 2016
American Beacon International Equity Fund	Shares			Amount				Shares			Amount
Shares sold		13,117,205		$	234,424,977				39,315,483		$	674,540,803
Reinvestment of dividends		1,852,549			31,919,427				1,293,027			22,763,428
Shares redeemed		(22,300,125	)		(400,493,402	)			(17,470,092	)		(305,075,450	)
Net (decrease) in shares outstanding		(7,330,371	)	$	(134,148,998	)			23,138,418		$	392,228,781
	Y Class
	Six Months Ended April 30, 2017							Year Ended October 31, 2016
American Beacon International Equity Fund	Shares			Amount				Shares			Amount
Shares sold		4,189,652		$	77,326,526				27,158,767		$	459,233,941
Reinvestment of dividends		972,177			17,372,801				685,248			12,498,922
Shares redeemed		(5,409,353	)		(100,092,146	)			(12,558,440	)		(226,108,345	)
Net (decrease) in shares outstanding		(247,524	)	$	(5,392,819	)			15,285,575		$	245,624,518
							��
	Investor Class
	Six Months Ended April 30, 2017							Year Ended October 31, 2016
American Beacon International Equity Fund	Shares			Amount				Shares			Amount
Shares sold		1,662,258		$	29,357,354				5,700,250		$	96,710,198
Reinvestment of dividends		410,726			7,027,516				388,556			6,791,967
Shares redeemed		(4,084,250	)		(72,056,196	)			(5,089,939	)		(87,258,245	)
Net (decrease) in shares outstanding		(2,011,266	)	$	(35,671,326	)			998,867		$	16,243,920

38

American Beacon International Equity Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

	Advisor Class
	Six Months Ended April 30, 2017						Year Ended October 31, 2016
American Beacon International Equity Fund	Shares			Amount			Shares			Amount
Shares sold		173,688		$	3,167,077			775,088		$	13,279,031
Reinvestment of dividends		26,039			456,207			27,102			486,499
Shares redeemed		(210,320	)		(3,764,680	)		(787,201	)		(13,645,734	)
Net (decrease) in shares outstanding		(10,593	)	$	(141,396	)		14,989		$	119,796
	A Class
	Six Months Ended April 30, 2017						Year Ended October 31, 2016
American Beacon International Equity Fund	Shares			Amount			Shares			Amount
Shares sold		437,431		$	7,611,077			798,761		$	13,513,325
Reinvestment of dividends		25,526			435,992			11,164			195,041
Shares redeemed		(383,187	)		(6,761,604	)		(303,956	)		(5,233,453	)
Net (decrease) in shares outstanding		79,770		$	1,285,465			505,969		$	8,474,913
	C Class
	Six Months Ended April 30, 2017						Year Ended October 31, 2016
American Beacon International Equity Fund	Shares			Amount			Shares			Amount
Shares sold		228,979		$	3,897,261			34,805		$	580,660
Reinvestment of dividends		6,515			108,211			2,988			51,031
Shares redeemed		(57,726	)		(981,092	)		(77,300	)		(1,271,059	)
Net (decrease) in shares outstanding		177,768		$	3,024,380			(39,507	)	$	(639,368	)
	R6 Class
	February 28, 2017 to April 30, 2017						Year Ended October 31, 2016
American Beacon International Equity Fund	Shares			Amount			Shares			Amount
Shares sold		5,618		$	100,000			–		$	–
Net (decrease) in shares outstanding		5,618		$	100,000			–		$	–

11.  Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Fund’s financial statements through this date.

39

American Beacon International Equity Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Institutional ClassA
	Six Months Ended April 30,			Year Ended October 31,
	2017			2016			2015			2014			2013			2012B
	(unaudited)
Net asset value, beginning of period	$	17.41		$	18.79		$	19.51		$	20.07		$	16.05		$	15.27
Income from investment operations:
Net investment income		0.20			0.29			0.35			0.54			0.36			0.41
Net gains (losses) on investments (both realized and unrealized)		1.76			(1.24	)		(0.55	)		(0.77	)		4.07			0.92
Total income (loss) from investment operations		1.96			(0.95	)		(0.20	)		(0.23	)		4.43			1.33
Less distributions:
Dividends from net investment income		(0.43	)		(0.27	)		(0.52	)		(0.33	)		(0.41	)		(0.55	)
Distributions from net realized gains		-			(0.16	)		-			-			-			-
Total distributions		(0.43	)		(0.43	)		(0.52	)		(0.33	)		(0.41	)		(0.55	)
Redemption fees added to beneficial interests		-			-			-	C		-	C		-	C		-	C
Net asset value, end of period	$	18.94		$	17.41		$	18.79		$	19.51		$	20.07		$	16.05
Total returnD		11.52	%E		(5.07	)%		(0.99	)%		(1.18	)%		28.14	%		9.25	%
Ratios and supplemental data:
Net assets, end of period	$	1,438,408,603		$	1,450,052,040		$	1,037,148,821		$	956,960,452		$	870,729,423		$	608,256,240
Ratios to average net assets:
Expenses, before reimbursements		0.69	%F		0.69	%		0.70	%		0.72	%		0.72	%		0.72	%
Expenses, net of reimbursements		0.69	%F		0.69	%		0.69	%		0.70	%		0.71	%		0.72	%
Net investment income, before expense reimbursements		2.00	%F		2.22	%		1.93	%		2.74	%		2.16	%		2.85	%
Net investment income, net of reimbursements		2.00	%F		2.22	%		1.94	%		2.76	%		2.17	%		2.85	%
Portfolio turnover rate		14	%E		25	%		33	%		23	%		27	%		60	%

^A  On May 31, 2016, the AMR Class closed and the assets were merged into the Institutional Class.

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

^C  Amount represents less than $0.01 per share.

^D  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 U.S. GAAP 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.

^E  Not annualized.

^F  Annualized.

40

American Beacon International Equity Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Y Class
	Six Months Ended April 30,			Year Ended October 31,
	2017			2016				2015			2014			2013			2012A
	(unaudited)
Net asset value, beginning of period	$	18.03		$	19.46			$	20.21		$	20.81		$	16.65		$	15.82
Income from investment operations:
Net investment income		0.19			0.41				0.35			0.50			0.62			0.41
Net gains (losses) on investments (both realized and unrealized)		1.84			(1.40	)			(0.57	)		(0.77	)		3.97			0.95
Total income (loss) from investment operations		2.03			(0.99	)			(0.22	)		(0.27	)		4.59			1.36
Less distributions:
Dividends from net investment income		(0.42	)		(0.28	)			(0.53	)		(0.33	)		(0.43	)		(0.53	)
Distributions from net realized gains		-			(0.16	)			-			-			-			-
Total distributions		(0.42	)		(0.44	)			(0.53	)		(0.33	)		(0.43	)		(0.53	)
Redemption fees added to beneficial interests		-			-				-	B		-	B		-	B		-	B
Net asset value, end of period	$	19.64		$	18.03			$	19.46		$	20.21		$	20.81		$	16.65
Total returnC		11.49	%D		(5.14	)%			(1.06	)%		(1.31	)%		28.04	%		9.15	%
Ratios and supplemental data:
Net assets, end of period	$	888,820,069		$	820,596,038		��	$	587,949,806		$	530,836,707		$	441,945,876		$	1,511,614
Ratios to average net assets:
Expenses, before reimbursements		0.76	%E		0.77	%			0.77	%		0.82	%		0.85	%		0.80	%
Expenses, net of reimbursements		0.76	%E		0.77	%			0.77	%		0.82	%		0.85	%		0.80	%
Net investment income, before expense reimbursements		1.97	%E		2.43	%			1.87	%		2.62	%		2.55	%		2.74	%
Net investment income, net of reimbursements		1.97	%E		2.43	%			1.87	%		2.62	%		2.55	%		2.74	%
Portfolio turnover rate		14	%D		25	%			33	%		23	%		27	%		60	%

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

^B  Amount represents 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 U.S. GAAP 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.

41

American Beacon International Equity Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Investor Class
	Six Months Ended April 30,			Year Ended October 31,
	2017			2016			2015			2014			2013			2012A
	(unaudited)
Net asset value, beginning of period	$	17.24		$	18.60		$	19.32		$	19.86		$	15.88		$	15.11
Income from investment operations:
Net investment income		0.15			0.34			0.31			0.46			0.25			0.38
Net gains (losses) on investments (both realized and unrealized)		1.76			(1.33	)		(0.57	)		(0.76	)		4.09			0.87
Total income (loss) from investment operations		1.91			(0.99	)		(0.26	)		(0.30	)		4.34			1.25
Less distributions:
Dividends from net investment income		(0.37	)		(0.21	)		(0.46	)		(0.24	)		(0.36	)		(0.48	)
Distributions from net realized gains		-			(0.16	)		-			-			-			-
Total distributions		(0.37	)		(0.37	)		(0.46	)		(0.24	)		(0.36	)		(0.48	)
Redemption fees added to beneficial interests		-			-			-	B		-	B		-	B		-	B
Net asset value, end of period	$	18.78		$	17.24		$	18.60		$	19.32		$	19.86		$	15.88
Total returnC		11.30	%D		(5.38	)%		(1.35	)%		(1.54	)%		27.81	%		8.77	%
Ratios and supplemental data:
Net assets, end of period	$	327,080,913		$	334,895,337		$	342,720,411		$	348,541,811		$	337,424,064		$	453,141,427
Ratios to average net assets:
Expenses, before reimbursements		1.04	%E		1.06	%		1.03	%		1.05	%		1.04	%		1.09	%
Expenses, net of reimbursements		1.04	%E		1.06	%		1.03	%		1.05	%		1.04	%		1.09	%
Net investment income, before expense reimbursements		1.65	%E		1.95	%		1.60	%		2.36	%		1.67	%		2.50	%
Net investment income, net of reimbursements		1.65	%E		1.95	%		1.60	%		2.36	%		1.67	%		2.50	%
Portfolio turnover rate		14	%D		25	%		33	%		23	%		27	%		60	%

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

^B  Amount represents 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 U.S. GAAP 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.

42

American Beacon International Equity Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Advisor ClassB
	Six Months Ended April 30,			Year Ended October 31,
	2017			2016			2015			2014			2013			2012A
	(unaudited)
Net asset value, beginning of period	$	17.62		$	19.01		$	19.76		$	20.36		$	16.36		$	15.52
Income from investment operations:
Net investment income (loss)		0.23			0.35			0.38			0.44			(0.41	)		0.09
Net gains (losses) on investments (both realized and unrealized)		1.71			(1.37	)		(0.68	)		(0.77	)		4.83			1.18
Total income (loss) from investment operations		1.94			(1.02	)		(0.30	)		(0.33	)		4.42			1.27
Less distributions:
Dividends from net investment income		(0.34	)		(0.21	)		(0.45	)		(0.27	)		(0.42	)		(0.43	)
Distributions from net realized gains		–			(0.16	)		–			–			–			–
Total distributions		(0.34	)		(0.37	)		(0.45	)		(0.27	)		(0.42	)		(0.43	)
Redemption fees added to beneficial interests		–			–			–	C		–	C		–	C		–	C
Net asset value, end of period	$	19.22		$	17.62		$	19.01		$	19.76		$	20.36		$	16.36
Total returnD		11.21	%E		(5.40	)%		(1.51	)%		(1.64	)%		27.51	%		8.59	%
Ratios and supplemental data:
Net assets, end of period	$	25,645,940		$	23,692,313		$	22,912,069		$	7,677,201		$	5,231,812		$	1,396,948
Ratios to average net assets:
Expenses, before reimbursements		1.18	%F		1.19	%		1.16	%		1.19	%		1.20	%		1.31	%
Expenses, net of reimbursements		1.18	%F		1.19	%		1.16	%		1.19	%		1.20	%		1.31	%
Net investment income, before expense reimbursements		1.55	%F		1.87	%		1.55	%		2.21	%		1.39	%		2.18	%
Net investment income, net of reimbursements		1.55	%F		1.87	%		1.55	%		2.21	%		1.39	%		2.18	%
Portfolio turnover rate		14	%E		25	%		33	%		23	%		27	%		60	%

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

^B  On January 15, 2016, the Retirement Class closed and the assets were merged into the Advisor Class.

^C  Amount represents less than $0.01 per share.

^D  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 U.S. GAAP 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.

^E  Not annualized.

^F  Annualized.

43

American Beacon International Equity Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	A Class
	Six Months Ended April 30,			Year Ended October 31,
	2017			2016			2015			2014			2013			2012A
	(unaudited)
Net asset value, beginning of period	$	17.23		$	18.59		$	19.32		$	19.92		$	16.02		$	15.33
Income from investment operations:
Net investment income		0.11			0.32			0.31			0.46			0.43			0.48
Net gains (losses) on investments (both realized and unrealized)		1.79			(1.30	)		(0.59	)		(0.78	)		3.89			0.76
Total income (loss) from investment operations		1.90			(0.98	)		(0.28	)		(0.32	)		4.32			1.24
Less distributions:
Dividends from net investment income		(0.38	)		(0.22	)		(0.45	)		(0.28	)		(0.42	)		(0.55	)
Distributions from net realized gains		-			(0.16	)		-			-			-			-
Total distributions		(0.38	)		(0.38	)		(0.45	)		(0.28	)		(0.42	)		(0.55	)
Redemption fees added to beneficial interests		-			-			-	B		-	B		-	B		-	B
Net asset value, end of period	$	18.75		$	17.23		$	18.59		$	19.32		$	19.92		$	16.02
Total returnC		11.27	%D		(5.34	)%		(1.42	)%		(1.65	)%		27.51	%		8.62	%
Ratios and supplemental data:
Net assets, end of period	$	21,820,432		$	18,673,142		$	10,747,749		$	8,540,234		$	4,113,299		$	1,255,390
Ratios to average net assets:
Expenses, before reimbursements		1.07	%E		1.07	%		1.08	%		1.15	%		1.21	%		1.29	%
Expenses, net of reimbursements		1.07	%E		1.07	%		1.08	%		1.15	%		1.25	%		1.26	%
Net investment income, before expense reimbursements		1.64	%E		1.94	%		1.55	%		2.31	%		1.73	%		2.03	%
Net investment income, net of reimbursements		1.64	%E		1.94	%		1.55	%		2.31	%		1.69	%		2.07	%
Portfolio turnover rate		14	%D		25	%		33	%		23	%		27	%		60	%

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

^B  Amount represents 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 U.S. GAAP 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.

44

American Beacon International Equity Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	C Class
	Six Months Ended April 30,			Year Ended October 31,
	2017			2016			2015			2014			2013			2012A
	(unaudited)
Net asset value, beginning of period	$	16.73		$	18.09		$	18.83		$	19.47		$	15.70		$	15.21
Income from investment operations:
Net investment income		0.08			0.18			0.16			0.30			0.52			0.40
Net gains (losses) on investments (both realized and unrealized)		1.71			(1.28	)		(0.56	)		(0.75	)		3.59			0.71
Total income (loss) from investment operations		1.79			(1.10	)		(0.40	)		(0.45	)		4.11			1.11
Less distributions:
Dividends from net investment income		(0.33	)		(0.10	)		(0.34	)		(0.19	)		(0.34	)		(0.62	)
Distributions from net realized gains		-			(0.16	)		-			-			-			-
Total distributions		(0.33	)		(0.26	)		(0.34	)		(0.19	)		(0.34	)		(0.62	)
Redemption fees added to beneficial interests		-			-			-	B		-	B		-	B		-	B
Net asset value, end of period	$	18.19		$	16.73		$	18.09		$	18.83		$	19.47		$	15.70
Total returnC		10.89	%D		(6.12	)%		(2.12	)%		(2.36	)%		26.56	%		7.89	%
Ratios and supplemental data:
Net assets, end of period	$	6,435,324		$	2,945,246		$	3,899,081		$	3,028,934		$	1,219,537		$	114,972
Ratios to average net assets:
Expenses, before reimbursements		1.81	%E		1.85	%		1.82	%		1.90	%		1.95	%		2.12	%
Expenses, net of reimbursements		1.81	%E		1.85	%		1.83	%		1.90	%		1.99	%		1.98	%
Net investment income, before expense reimbursements		1.14	%E		1.12	%		0.77	%		1.53	%		1.13	%		1.56	%
Net investment income, net of reimbursements		1.14	%E		1.12	%		0.77	%		1.53	%		1.09	%		1.70	%
Portfolio turnover rate		14	%D		25	%		33	%		23	%		27	%		60	%

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

^B  Amount represents 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 U.S. GAAP 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.

45

American Beacon International Equity Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	R6 Class
	February 28, 2017A to April 30, 2017
	(unaudited)
Net asset value, beginning of period	$	17.80
Income from investment operations:
Net investment income		0.13
Net gains on investments (both realized and unrealized)		1.01
Total income (loss) from investment operations		1.14
Less distributions:
Dividends from net investment income		–
Net asset value, end of period	$	18.94
Total returnB		11.52	%C
Ratios and supplemental data:
Net assets, end of period	$	106,410
Ratios to average net assets:
Expenses, before reimbursements		2.83	%D
Expenses, net of reimbursements		0.67	%D
Net investment income, before expense reimbursements		6.30	%D
Net investment income, net of reimbursements		4.19	%D
Portfolio turnover rate		14	%C

^A  Commencement of operations.

^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 U.S. GAAP 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.

46

This page intentionally left blank.

47

This page intentionally left blank.

48

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:	On the Internet:
american_beacon.funds@ambeacon.com	Visit our website at www.americanbeaconfunds.com
By Telephone: Institutional, Y, and Investor Classes Call (800) 658-5811	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. 20549-2736. Information regarding the operation of the SEC’s Public Reference Room may be obtained by calling (800)-SEC-0330. A complete schedule of the American Beacon International Equity 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 LLC Dallas, TX 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 International Equity Fund are service marks of American Beacon Advisors, Inc.

SAR 4/17

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.

SMALL CAP VALUE 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, 2017

Contents

President’s Message	1
Performance Overview	2
Expense Examples	4
Schedule of Investments:
American Beacon Small Cap Value Fund	6
Financial Statements	22
Notes to Financial Statements	26
Financial Highlights:
American Beacon Small Cap Value Fund	43

Additional Fund Information Back Cover

President’s Message

Dear Shareholders,   In the weeks ahead of the U.S. presidential election on November 8, 2016, uncertainty about the outcome caused many investors to stay on the sidelines. Some investors questioned whether the election’s result would have negative consequences for their portfolios, although elections have rarely had a lasting effect on the market.   Following the election, the markets responded positively to aspects of the incoming administration’s proposed plans for economic growth; i.e., repatriating jobs from overseas, relaxing regulations, lowering taxes and increasing infrastructure spending. From Election Day 2016 to Inauguration Day 2017, the S&P 500 Index – a broad measure of the performance of large U.S. companies – climbed approximately 6%. During the administration’s first 100 days (Inauguration Day to April 30), the same market bellwether gained approximately 5%.

Then on March 15, 2017, as economists had anticipated, the Federal Reserve increased the federal funds rate by 0.25% to a range of 0.75% to 1.00%. It was the third increase since 2008. The Federal Open Market Committee’s confidence in the improving U.S. economy was previously exhibited in December 2016 and December 2015. Economists anticipate two additional increases in 2017.

For the six months ended April 30, 2017:

• American Beacon Small Cap Value Fund (Investor Class) returned 18.01%.

For the same time period, the Russell 2000 Value Index – which measures the performance of small-cap domestic stocks – returned 18.26%.

At American Beacon Advisors, we are proud to offer a broad range of domestic and global equity and fixed-income funds sub-advised by experienced asset managers who employ distinctive investment processes to manage assets through a variety of economic and market conditions. Together, we work diligently to help our shareholders meet their long-term financial goals.

Thank you for your continued interest in 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, 2017 (Unaudited)

The Investor Class of the American Beacon Small Cap Value Fund (the “Fund”) returned 18.01% for the six months ended April 30, 2017, underperforming the Russell 2000^® Value Index (the “Index”) return of 18.26% for the same period.

Total Returns for the Period Ended 4/30/2017
	Ticker	6 Months*			1 Year			3 Years			5 Years			10 Years
Institutional Class (1,8)	AVFIX		18.25	%		24.11	%		8.66	%		13.61	%		7.41	%
Y Class (1,2,8)	ABSYX		18.15	%		23.98	%		8.57	%		13.51	%		7.31	%
Investor Class (1,8)	AVPAX		18.01	%		23.69	%		8.30	%		13.21	%		7.05	%
Advisor Class (1,3,8)	AASSX		17.98	%		23.51	%		8.13	%		13.05	%		6.88	%
A Class with sales charge (1,4,8)	ABSAX		11.23	%		16.49	%		6.11	%		11.77	%		6.33	%
A Class without sales charge (1,4,8)	ABSAX		18.01	%		23.62	%		8.23	%		13.11	%		6.96	%
C Class with sales charge (1,5,8)	ASVCX		16.59	%		21.68	%		7.42	%		12.25	%		6.41	%
C Class without sales charge (1,5,8)	ASVCX		17.59	%		22.68	%		7.42	%		12.25	%		6.41	%
R6 Class (1,6,8)	AASRX		18.25	%		24.11	%		8.66	%		13.61	%		7.41	%
Russell 2000® Value Index (7)			18.26	%		27.18	%		8.71	%		12.96	%		6.02	%

* 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 total returns achieved by the Institutional Class from 4/30/07 up to 8/3/09, the inception date of the Y Class. 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 4/30/07.

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 total returns achieved by the Investor Class from 4/30/07 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 4/30/07. A portion of the fees charged to the A Class of the Fund was waived in 2010, 2012, 2013, and 2014 and partially recovered in 2015. Performance prior to waiving fees was lower than the actual returns shown in 2010, 2012, 2013, and 2014. The maximum sales charge for A Class is 5.75%.

5. Fund performance for the ten-year period represents the total returns achieved by the Investor Class from 4/30/07 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 4/30/07. A portion of the fees charged to the C Class of the Fund was waived in 2010, 2012 and 2013 and partially recovered in 2015. Performance prior to waiving fees was lower than the actual returns shown in 2010, 2012 and 2013. The maximum contingent deferred sales charge for C Class is 1.00% for shares redeemed within one year of the date of purchase.

6. Fund performance for the 6 month, one-year, three-year, five-year and ten-year periods represent the returns achieved by the Institutional Class from 4/30/07 through 2/28/17, the inception date of the R6 Class, and the returns of the R6 Class since its inception. Expenses of the R6 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 R6 Class been in existence since 4/30/07. A portion of the fees charged to the R6 Class of the Fund was waived since 2/28/17. Performance prior to waiving fees was lower than the actual returns shown.

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. Frank Russell Company (“Russell”) is the source and owner of the trademarks, service marks and copyrights related to the Russell Indexes. Russell^® is a trademark of Frank Russell Company. Neither Russell nor its licensors accept any liability for any errors or omissions in the Russell Indexes and/or Russell ratings or underlying data, and no party may rely on any Russell Indexes and/or Russell ratings and/or underlying data contained in this communication. No further distribution of Russell Data is permitted without Russell’s express written consent. Russell does not promote, sponsor or endorse the content of this communication. One cannot directly invest in an index.

8. The Total Annual Fund Operating Expense ratios set forth in the most recent Fund prospectus for the Institutional, Y, Investor, Advisor, A, C, and R6 Class shares was 0.84%, 0.91%, 1.15%, 1.32%, 1.22%, 1.97%, and 0.82%, 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.

2

American Beacon Small Cap Value Fund^SM

Performance Overview

April 30, 2017 (Unaudited)

Prior to the deduction of expenses, the Fund outperformed the Index entirely due to sector allocation. Stock selection detracted value relative to the Index.

From a sector allocation perspective, the Fund’s underweight position in Real Estate, one of the poorer performing sectors, contributed to performance. Performance was also benefited by significant overweight positions in Industrials and Information Technology, two of the better performing sectors.

From a stock selection stand point, the Fund’s investments in the Information Technology, Energy and Consumer Staples sectors detracted relative value. The Fund’s absence from Advanced Micro Devices and MKS Instruments, which were up 84.0% and 56.0%, respectively, in the Index, negatively impacted performance in the Information Technology sector. The Fund’s allocation in ARRIS International (down 6.1%) also hurt performance. Investments in the Energy sector detracting from performance included Callon Petroleum (down 8.7%) and Range Resources (down 21.5%). Herbalife (down 19.3%) and Boston Beer Company (down 8.3%) were the largest detractors in the Consumer Staples sector. The aforementioned performance was somewhat offset by good stock selection in the Real Estate sector. The GEO Group (up 113.0%) was the largest contributor in the Real Estate sector. Not owning Kite Realty Group Trust or Acadia Realty Trust, which were down 16.1% and 11.8%, respectively, in the Index, also added relative value.

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)
Vishay Intertechnology, Inc.		0.8
Brooks Automation, Inc.		0.8
Associated Banc-Corp		0.8
RH		0.7
ARRIS International PLC		0.7
Barnes Group, Inc.		0.7
Hancock Holding Co.		0.7
Portland General Electric Co.		0.7
Office Depot, Inc.		0.6
Prosperity Bancshares, Inc.		0.6
Total Fund Holdings	622
Sector Allocation (% Equities)
Financials		25.2
Industrials		20.9
Consumer Discretionary		14.5
Information Technology		14.4
Materials		6.0
Energy		5.4
Health Care		4.5
Real Estate		4.4
Utilities		2.5
Consumer Staples		2.1
Telecommunication Services		0.1

3

American Beacon Small Cap Value Fund^SM

Expense Examples

April 30, 2017 (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, distribution (12b-1) fees, and other Fund expenses. The Examples 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, 2016 through April 30, 2017.

Actual Expenses

The “Actual” lines of the table 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 = $8.60), then multiply the result by the “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) 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 “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.

4

American Beacon Small Cap Value Fund^SM

Expense Examples

April 30, 2017 (Unaudited)

	Beginning Account Value 11/1/2016		Ending Account Value 4/30/2017		Expenses Paid During Period 11/1/2016-4/30/2017*
Institutional Class
Actual		$1,000.00		$1,182.00		$4.38
Hypothetical**		$1,000.00		$1,020.80		$4.06
Y Class
Actual		$1,000.00		$1,181.50		$4.81
Hypothetical**		$1,000.00		$1,020.40		$4.46
Investor Class
Actual		$1,000.00		$1,180.10		$6.05
Hypothetical**		$1,000.00		$1,019.20		$5.61
Advisor Class
Actual		$1,000.00		$1,179.80		$7.03
Hypothetical**		$1,000.00		$1,018.30		$6.51
A Class
Actual		$1,000.00		$1,180.10		$6.49
Hypothetical**		$1,000.00		$1,018.80		$6.01
C Class
Actual		$1,000.00		$1,175.30		$10.46
Hypothetical**		$1,000.00		$1,015.20		$9.69
R6 Class
Actual		$1,000.00		$1,182.50		$1.61
Hypothetical**		$1,000.00		$1,020.50		$4.36

* Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 0.81%, 0.89%, 1.12%, 1.30%, 1.20%, 1.94% and 3.05% for the Institutional, Y, Investor, Advisor, A, C, and R6 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.

5

American Beacon Small Cap Value Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Shares		Fair Value
COMMON STOCKS - 96.85%
Consumer Discretionary - 14.07%
Auto Components - 2.02%
American Axle & Manufacturing Holdings, Inc.A		2,303,749		$	40,522,945
Cooper Tire & Rubber Co.		293,127			11,226,764
Cooper-Standard Holdings, Inc.A		58,631			6,629,407
Dana, Inc.		686,128			13,324,606
Gentex Corp.		934,100			19,289,165
Gentherm, Inc.A		390,525			14,508,004
Standard Motor Products, Inc.		81,931			4,164,552
Superior Industries International, Inc.		176,316			3,834,873
Tenneco, Inc.		442,962			27,919,895
					141,420,211
Automobiles - 0.30%
Thor Industries, Inc.		129,694			12,473,969
Winnebago Industries, Inc.		306,000			8,782,200
					21,256,169
Diversified Consumer Services - 0.73%
American Public Education, Inc.A		71,210			1,573,741
Bridgepoint Education, Inc.A		322,854			3,938,819
Capella Education Co.		43,203			4,117,246
DeVry Education Group, Inc.		424,381			16,062,821
Graham Holdings Co., Class B		8,700			5,234,790
K12, Inc.A		76,300			1,438,255
Sotheby’sA		101,674			4,815,281
Strayer Education, Inc.		97,186			8,426,998
Weight Watchers International, Inc.A		268,853			5,613,650
					51,221,601
Hotels, Restaurants & Leisure - 0.97%
Belmond Ltd., Class AA		1,043,048			12,933,795
Bloomin’ Brands, Inc.		455,644			9,882,919
Brinker International, Inc.		169,200			7,476,948
Cheesecake Factory, Inc.		292,380			18,759,101
ILG, Inc.		442,800			10,675,908
International Speedway Corp., Class A		90,820			3,369,422
Ruby Tuesday, Inc.A		989,057			2,522,095
Speedway Motorsports, Inc.		140,936			2,543,895
					68,164,083
Household Durables - 2.63%
CalAtlantic Group, Inc.		349,068			12,643,243
Cavco Industries, Inc.A		67,752			8,045,550
Ethan Allen Interiors, Inc.		398,393			11,872,111
Helen of Troy Ltd.A		119,654			11,247,476
KB Home		739,244			15,228,426
La-Z-Boy, Inc.		130,757			3,648,120
LGI Homes, Inc.A C		62,000			1,973,460
Lifetime Brands, Inc.		39,020			749,184
M/I Homes, Inc.A		422,696			11,480,423
MDC Holdings, Inc.		175,057			5,428,518
Meritage Homes Corp.A		135,297			5,269,818
Taylor Morrison Home Corp., Class AA		196,260			4,533,606
Toll Brothers, Inc.		543,880			19,574,241
TRI Pointe Group, Inc.A		2,351,301			29,273,698
Tupperware Brands Corp.		166,675			11,968,932
Whirlpool Corp.		111,457			20,695,336
William Lyon Homes, Class AA C		472,566			10,396,452
					184,028,594

See accompanying notes

6

American Beacon Small Cap Value Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Shares		Fair Value
Consumer Discretionary - 14.07% (continued)
Internet & Direct Marketing Retail - 0.14%
Shutterfly, Inc.A		191,362		$	9,931,688
Leisure Products - 0.25%
Brunswick Corp.		297,400			16,877,450
Johnson Outdoors, Inc., Class A		10,025			364,108
					17,241,558
Media - 1.60%
AMC Networks, Inc., Class AA		105,600			6,302,208
Entercom Communications Corp., Class A		193,907			2,452,924
EW Scripps Co., Class AA		851,386			18,968,880
Gray Television, Inc.A		214,600			3,143,890
John Wiley & Sons, Inc., Class A		84,985			4,478,710
MDC Partners, Inc., Class A		983,600			8,803,220
Meredith Corp.		314,387			18,407,359
MSG Networks, Inc., Class AA		203,850			5,086,057
New York Times Co., Class A		947,118			13,685,855
Scholastic Corp.		423,028			18,287,500
Sinclair Broadcast Group, Inc., Class A		248,700			9,811,215
TEGNA, Inc.		96,900			2,469,012
					111,896,830
Multiline Retail - 0.44%
Big Lots, Inc.		351,792			17,761,978
Dillard’s, Inc., Class AC		217,019			12,016,342
Fred’s, Inc., Class AC		94,957			1,397,767
					31,176,087
Specialty Retail - 4.14%
Aaron’s, Inc.		708,360			25,458,458
Abercrombie & Fitch Co., Class A		64,702			775,777
America’s Car-Mart, Inc.A		28,840			1,075,732
Asbury Automotive Group, Inc.A		68,500			4,192,200
Ascena Retail Group, Inc.A C		743,869			2,908,528
Big 5 Sporting Goods Corp.C		119,779			1,844,597
Buckle, Inc.C		191,094			3,573,458
Caleres, Inc.		355,711			10,251,591
Cato Corp., Class A		57,357			1,293,974
Chico’s FAS, Inc.		437,704			6,049,069
Children’s Place, Inc.		105,453			12,106,004
DSW, Inc., Class A		121,092			2,496,917
Express, Inc.A		682,515			5,890,104
Finish Line, Inc., Class A		288,483			4,560,916
Genesco, Inc.A		66,770			3,558,841
Group 1 Automotive, Inc.		252,746			17,426,837
Guess?, Inc.C		309,942			3,458,953
Hibbett Sports, Inc.A C		153,742			3,997,292
Kirkland’s, Inc.A		138,189			1,625,103
Lithia Motors, Inc., Class A		77,400			7,395,570
Office Depot, Inc.		9,037,535			44,916,549
Penske Automotive Group, Inc.		325,625			15,535,569
Pier 1 Imports, Inc.		461,913			3,113,294
Restoration Hardware Holdings, Inc.A C		1,035,839			49,689,197
Select Comfort Corp.A		122,361			3,780,955
Shoe Carnival, Inc.		40,946			1,038,800
Sonic Automotive, Inc., Class A		1,237,051			24,246,199
Urban Outfitters, Inc.A		517,775			11,846,692
Vitamin Shoppe, Inc.A		617,993			11,927,265

See accompanying notes

7

American Beacon Small Cap Value Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Shares		Fair Value
Consumer Discretionary - 14.07% (continued)
Specialty Retail - 4.14% (continued)
West Marine, Inc.A		89,934		$	985,677
Zumiez, Inc.A		166,331			2,985,641
					290,005,759
Textiles, Apparel & Luxury Goods - 0.85%
Deckers Outdoor Corp.A		454,238			27,068,042
Fossil Group, Inc.A C		83,876			1,446,861
Kate Spade & Co.A		773,716			13,462,658
Movado Group, Inc.		95,882			2,243,639
Oxford Industries, Inc.		146,126			8,472,386
Vera Bradley, Inc.A		713,789			6,531,169
					59,224,755
Total Consumer Discretionary					985,567,335
Consumer Staples - 2.05%
Beverages - 0.27%
Boston Beer Co., Inc., Class AA		129,471			18,689,139
Food & Staples Retailing - 1.07%
Andersons, Inc.		242,511			9,057,786
Chefs’ Warehouse, Inc.A		74,408			1,015,669
Ingles Markets, Inc., Class A		45,500			2,124,850
SpartanNash Co.		309,928			11,405,351
Sprouts Farmers Market, Inc.A		659,578			14,715,185
United Natural Foods, Inc.A		810,189			33,647,149
Weis Markets, Inc.		55,296			3,196,662
					75,162,652
Food Products - 0.52%
Darling Ingredients, Inc.A		316,530			4,789,099
Dean Foods Co.		132,700			2,619,498
Fresh Del Monte Produce, Inc.		171,700			10,525,210
Hain Celestial Group, Inc.A		348,713			12,898,894
Sanderson Farms, Inc.		50,116			5,802,430
					36,635,131
Personal Products - 0.02%
Avon Products, Inc.A		269,704			1,308,064
Tobacco - 0.17%
Universal Corp.		159,769			11,735,033
Total Consumer Staples					143,530,019
Energy - 5.25%
Energy Equipment & Services - 1.91%
Archrock, Inc.		228,400			2,695,120
C&J Energy Services, Inc.A		298,700			8,725,027
CARBO Ceramics, Inc.A C		130,778			898,445
Dril-Quip, Inc.A		135,019			6,960,230
Frank’s International N.V.C		372,700			3,391,570
Geospace Technologies Corp.A		266,571			4,409,084
Helix Energy Solutions Group, Inc.A		326,720			1,999,526
Key Energy Services, Inc.A C		86,500			2,048,320
McDermott International, Inc.A		2,308,903			15,100,226
Nabors Industries Ltd.		939,800			9,717,532

See accompanying notes

8

American Beacon Small Cap Value Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Shares		Fair Value
Energy - 5.25% (continued)
Energy Equipment & Services - 1.91% (continued)
Natural Gas Services Group, Inc.A		233,568		$	6,399,763
Newpark Resources, Inc.A		685,899			5,247,127
Oceaneering International, Inc.		295,262			7,791,964
Oil States International, Inc.A		402,466			11,973,364
Patterson-UTI Energy, Inc.		447,760			9,691,765
RPC, Inc.C		753,640			13,693,639
SEACOR Holdings, Inc.A		57,538			3,777,945
Transocean Ltd.A		1,261,300			13,912,139
Unit Corp.A		233,427			5,016,346
				��	133,449,132
Oil, Gas & Consumable Fuels - 3.34%
Aegean Marine Petroleum Network, Inc.		149,121			1,662,699
Alliance Resource Partners LP		136,887			2,908,849
Callon Petroleum Co.A		3,530,540			41,801,593
Cobalt International Energy, Inc.A		2,342,799			916,269
CONSOL Energy, Inc.A		760,890			11,550,310
Denbury Resources, Inc.A		1,935,876			4,297,645
Energy XXI Gulf Coast, Inc.A		375,300			10,320,750
Gran Tierra Energy, Inc.A		1,106,330			2,787,951
Green Plains, Inc.		127,200			2,925,600
HollyFrontier Corp.		574,200			16,157,988
Kosmos Energy Ltd.A		2,436,067			14,640,763
Murphy Oil Corp.		561,430			14,698,237
Oasis Petroleum, Inc.A		1,679,021			20,047,511
Par Pacific Holdings, Inc.A C		110,540			1,809,540
PBF Energy, Inc., Class A		358,700			8,006,184
PDC Energy, Inc.A		208,694			11,526,170
Range Resources Corp.		518,625			13,738,376
Renewable Energy Group, Inc.A		111,328			1,163,378
SemGroup Corp., Class A		364,230			12,128,859
SRC Energy, Inc.A		2,312,885			17,439,153
Whiting Petroleum Corp.A		1,009,400			8,378,020
WPX Energy, Inc.A		1,283,000			15,306,190
					234,212,035
Total Energy					367,661,167
Financials - 24.43%
Banks - 14.46%
1st Source Corp.		74,565			3,602,235
Associated Banc-Corp		2,198,101			54,732,715
BancorpSouth, Inc.		263,507			8,023,788
Bank of NT Butterfield & Son Ltd.		187,700			6,241,025
Banner Corp.		301,873			16,663,390
Berkshire Hills Bancorp, Inc.		94,336			3,537,600
BOK Financial Corp.		159,591			13,451,925
Boston Private Financial Holdings, Inc.		154,304			2,407,142
Brookline Bancorp, Inc.		801,924			11,667,994
Bryn Mawr Bank Corp.		180,176			7,729,550
Capital Bank Financial Corp., Class A		258,380			10,722,770
Cathay General Bancorp		389,703			14,828,199
Central Pacific Financial Corp.		345,772			10,815,748
Chemical Financial Corp.		225,514			10,700,639
CoBiz Financial, Inc.		316,135			5,194,098
ConnectOne Bancorp, Inc.		77,600			1,722,720
Customers Bancorp, Inc.A		424,379			13,126,043
CVB Financial Corp.		414,395			8,926,068
FCB Financial Holdings, Inc., Class AA		206,748			9,768,843

See accompanying notes

9

American Beacon Small Cap Value Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Shares		Fair Value
Financials - 24.43% (continued)
Banks - 14.46% (continued)
First BanCorpA		1,751,010		$	10,295,939
First Busey Corp.		254,700			7,628,265
First Citizens BancShares, Inc., Class A		18,823			6,551,533
First Commonwealth Financial Corp.		316,569			4,086,906
First Financial Corp.		114,839			5,604,143
First Hawaiian, Inc.		522,400			15,551,848
First Horizon National Corp.		1,940,915			35,615,790
First Interstate BancSystem, Inc., Class A		218,902			8,263,551
First Merchants Corp.		102,786			4,253,285
First Midwest Bancorp, Inc.		1,167,553			26,515,129
Flushing Financial Corp.		41,424			1,221,180
FNB Corp.		1,184,711			16,870,285
Fulton Financial Corp.		2,189,072			40,388,378
Great Western Bancorp, Inc.		385,910			15,899,492
Hancock Holding Co.		1,001,232			46,757,534
Hanmi Financial Corp.		74,680			2,169,454
Heartland Financial USA, Inc.		69,150			3,319,200
Hilltop Holdings, Inc.		540,794			15,039,481
Hope Bancorp, Inc.		217,785			3,987,643
Horizon Bancorp		75,800			2,045,842
IBERIABANK Corp.		123,598			9,807,501
International Bancshares Corp.		481,875			18,022,125
Investors Bancorp, Inc.		1,188,701			16,463,509
MainSource Financial Group, Inc.		168,815			5,773,473
MB Financial, Inc.		184,237			7,831,915
National Bank Holdings Corp., Class A		79,843			2,520,644
Old National Bancorp		1,803,828			30,304,310
People’s United Financial, Inc.		814,794			14,234,451
Popular, Inc.		841,158			35,252,932
Prosperity Bancshares, Inc.		665,513			44,722,474
Renasant Corp.		83,327			3,533,065
Republic Bancorp, Inc., Class A		49,400			1,777,412
S&T Bancorp, Inc.		99,475			3,577,121
Seacoast Banking Corp. of FloridaA		674,032			16,311,574
Simmons First National Corp., Class A		232,636			12,713,557
South State Corp.		83,744			7,382,034
Sterling Bancorp		773,139			17,975,482
Synovus Financial Corp.		779,224			32,571,563
TCF Financial Corp.		885,110			14,613,166
Texas Capital Bancshares, Inc.A		495,936			37,740,730
Trustmark Corp.		383,380			12,735,884
UMB Financial Corp.		600,564			43,534,884
Umpqua Holdings Corp.		2,076,763			36,696,402
Union Bankshares Corp.		110,787			3,793,347
United Bankshares, Inc.C		132,774			5,297,683
United Community Banks, Inc.		536,841			14,682,601
Valley National Bancorp		1,282,131			15,077,861
Webster Financial Corp.		620,805			31,543,102
WesBanco, Inc.		238,698			9,502,567
Wintrust Financial Corp.		303,382			21,497,649
					1,013,418,388
Capital Markets - 0.98%
Ashford, Inc.A		1			55
Cohen & Steers, Inc.		277,217			11,060,958
Donnelley Financial Solutions, Inc.A		152,853			3,396,394
Federated Investors, Inc., Class B		350,362			9,396,709
Greenhill & Co., Inc.		71,800			1,816,540

See accompanying notes

10

American Beacon Small Cap Value Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Shares		Fair Value
Financials - 24.43% (continued)
Capital Markets - 0.98% (continued)
INTL. FCStone, Inc.A		48,900		$	1,826,415
Janus Capital Group, Inc.		598,705			8,178,310
Morningstar, Inc.		132,323			9,676,781
Oppenheimer Holdings, Inc., Class A		266,597			4,612,128
Piper Jaffray Companies		40,080			2,509,008
Stifel Financial Corp.A		225,428			11,016,666
Virtus Investment Partners, Inc.		32,912			3,501,837
Waddell & Reed Financial, Inc., Class AC		90,714			1,631,945
					68,623,746
Consumer Finance - 0.96%
Credit Acceptance Corp.A C		77,395			15,730,534
Encore Capital Group, Inc.A		62,200			2,074,370
EZCORP, Inc., Class AA		125,422			1,135,069
Green Dot Corp., Class AA		103,048			3,533,516
Navient Corp.		804,060			12,221,712
Nelnet, Inc., Class A		188,123			8,467,416
PRA Group, Inc.A		123,000			3,960,600
Santander Consumer USA Holdings, Inc.A		871,900			11,108,006
SLM Corp.A		699,800			8,775,492
					67,006,715
Insurance - 6.08%
Allied World Assurance Co. Holdings AG		150,938			8,013,298
American Equity Investment Life Holding Co.		499,853			11,856,513
AMERISAFE, Inc.		50,990			2,934,475
Argo Group International Holdings Ltd.		222,279			14,659,300
Aspen Insurance Holdings Ltd.		368,822			19,307,832
Assurant, Inc.		181,783			17,494,796
Assured Guaranty Ltd.		380,089			14,492,794
Axis Capital Holdings Ltd.		238,058			15,688,022
CNO Financial Group, Inc.		1,720,472			36,250,345
Employers Holdings, Inc.		85,144			3,405,760
Enstar Group Ltd.A		193,274			37,649,775
FBL Financial Group, Inc., Class A		50,383			3,350,470
First American Financial Corp.		254,039			11,027,833
Genworth Financial, Inc., Class AA		475,419			1,920,693
Global Indemnity Ltd.A		399,623			16,204,713
Hanover Insurance Group, Inc.		220,487			19,462,387
Horace Mann Educators Corp.		785,021			30,341,062
Infinity Property & Casualty Corp.		48,962			4,859,478
Kemper Corp.		170,896			6,724,758
Maiden Holdings Ltd.		228,538			2,822,444
MBIA, Inc.A		360,100			3,024,840
National General Holdings Corp.		338,300			7,692,942
National Western Life Group, Inc., Class A		5,590			1,711,882
Navigators Group, Inc.		88,630			4,790,451
Old Republic International Corp.		815,786			16,870,454
OneBeacon Insurance Group Ltd., Class A		60,000			957,000
Primerica, Inc.		157,496			13,198,165
ProAssurance Corp.		147,408			9,124,555
RenaissanceRe Holdings Ltd.		123,371			17,539,655
Safety Insurance Group, Inc.		129,486			9,374,786
Selective Insurance Group, Inc.		369,947			19,533,202
State Auto Financial Corp.		69,373			1,864,053
Third Point Reinsurance Ltd.A		258,584			3,128,866
United Fire Group, Inc.		72,441			3,187,404
Universal Insurance Holdings, Inc.		142,278			3,706,342

See accompanying notes

11

American Beacon Small Cap Value Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Shares		Fair Value
Financials - 24.43% (continued)
Insurance - 6.08% (continued)
Validus Holdings Ltd.		278,041		$	15,370,106
White Mountains Insurance Group Ltd.		18,947			16,274,336
					425,815,787
Mortgage Real Estate Investment Trusts (REITs) - 0.14%
Apollo Commercial Real Estate Finance, Inc.		146,874			2,833,199
Invesco Mortgage Capital, Inc.		436,832			7,124,730
					9,957,929
Thrifts & Mortgage Finance - 1.81%
Astoria Financial Corp.		144,700			2,950,433
Beneficial Bancorp, Inc.		202,825			3,245,200
BofI Holding, Inc.A C		167,900			4,011,131
Capitol Federal Financial, Inc.		459,489			6,722,324
Clifton Bancorp, Inc.		119,936			2,002,931
Dime Community Bancshares, Inc.		96,338			1,873,774
Essent Group Ltd.A		246,990			9,141,100
Flagstar Bancorp, Inc.A		150,151			4,390,415
HomeStreet, Inc.A		338,400			8,798,400
Kearny Financial Corp.		234,800			3,428,080
Meridian Bancorp, Inc.		107,807			1,892,013
MGIC Investment Corp.A		903,800			9,526,052
Nationstar Mortgage Holdings, Inc.A C		258,348			4,161,986
Northfield Bancorp, Inc.		191,395			3,517,840
Northwest Bancshares, Inc.		344,560			5,561,198
Oritani Financial Corp.		124,896			2,116,987
PHH Corp.A		420,600			5,425,740
Provident Financial Services, Inc.		197,918			5,084,514
Radian Group, Inc.		522,200			8,814,736
United Financial Bancorp, Inc.		133,946			2,313,248
Walker & Dunlop, Inc.A		81,710			3,664,694
Washington Federal, Inc.		833,734			28,096,836
					126,739,632
Total Financials					1,711,562,197
Health Care - 4.32%
Biotechnology - 0.18%
Spectrum Pharmaceuticals, Inc.A		226,384			1,722,782
United Therapeutics Corp.A		84,400			10,609,080
					12,331,862
Health Care Equipment & Supplies - 0.83%
Analogic Corp.		98,800			7,098,780
Anika Therapeutics, Inc.A		48,192			2,223,097
Globus Medical, Inc., Class AA		592,549			17,972,011
Hill-Rom Holdings, Inc.		133,421			10,091,965
Integra LifeSciences Holdings Corp.A		40,557			1,864,405
Invacare Corp.		747,208			10,983,958
Natus Medical, Inc.A		224,950			7,873,250
					58,107,466
Health Care Providers & Services - 2.03%
Aceto Corp.		433,801			6,875,746
Almost Family, Inc.A		39,550			1,963,658
Amedisys, Inc.A		207,359			11,238,858
AMN Healthcare Services, Inc.A		657,851			26,873,213
Community Health Systems, Inc.A		427,717			3,682,643

See accompanying notes

12

American Beacon Small Cap Value Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Shares		Fair Value
Health Care - 4.32% (continued)
Health Care Providers & Services - 2.03% (continued)
Hanger, Inc.A		697,921		$	9,135,786
HealthSouth Corp.		812,480			38,105,312
LifePoint Health, Inc.A		118,390			7,357,938
Magellan Health, Inc.A		85,550			5,885,840
Owens & Minor, Inc.		390,306			13,524,103
Select Medical Holdings Corp.A		563,059			7,742,061
Tivity Health, Inc.A		297,693			10,002,485
					142,387,643
Health Care Technology - 0.51%
Allscripts Healthcare Solutions, Inc.A		1,007,316			12,057,573
HMS Holdings Corp.A		87,165			1,784,268
Omnicell, Inc.A		361,881			14,981,873
Quality Systems, Inc.A		484,663			6,911,294
					35,735,008
Life Sciences Tools & Services - 0.51%
Cambrex Corp.A		371,024			22,020,274
Charles River Laboratories International, Inc.A		62,757			5,629,303
INC Research Holdings, Inc., Class AA		175,100			7,879,500
					35,529,077
Pharmaceuticals - 0.26%
Phibro Animal Health Corp., Class A		135,500			4,031,125
Supernus Pharmaceuticals, Inc.A		437,747			14,270,552
					18,301,677
Total Health Care					302,392,733
Industrials - 20.28%
Aerospace & Defense - 1.86%
AAR Corp.		581,411			20,924,982
Aerojet Rocketdyne Holdings, Inc.A		212,191			4,755,200
Aerovironment, Inc.A		440,454			12,583,771
Cubic Corp.		126,706			6,576,041
DigitalGlobe, Inc.A		191,240			6,157,928
Embraer S.A., ADR		908,100			17,435,520
Esterline Technologies Corp.A		85,093			7,781,755
KLX, Inc.A		174,150			8,237,295
Mercury Systems, Inc.A		574,451			21,472,978
Moog, Inc., Class AA		112,946			7,753,743
Teledyne Technologies, Inc.A		62,437			8,418,381
Triumph Group, Inc.		144,969			3,798,188
Wesco Aircraft Holdings, Inc.A		337,796			4,104,221
					130,000,003
Air Freight & Logistics - 0.16%
Atlas Air Worldwide Holdings, Inc.A		82,880			4,807,040
Hub Group, Inc., Class AA		107,980			4,227,417
Park-Ohio Holdings Corp.		51,773			2,037,268
					11,071,725
Airlines - 0.53%
Allegiant Travel Co.		53,900			7,837,060
Hawaiian Holdings, Inc.A		177,200			9,621,960
SkyWest, Inc.		171,542			6,381,362
Spirit Airlines, Inc.A		229,900			13,166,373
					37,006,755

See accompanying notes

13

American Beacon Small Cap Value Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Shares		Fair Value
Industrials - 20.28% (continued)
Building Products - 2.22%
Apogee Enterprises, Inc.		167,540		$	9,130,930
Armstrong Flooring, Inc.A		324,800			6,232,912
Builders FirstSource, Inc.A		369,900			5,922,099
Gibraltar Industries, Inc.A		469,721			18,436,549
Masonite International Corp.A		298,606			24,844,019
Ply Gem Holdings, Inc.A		619,499			11,925,356
Simpson Manufacturing Co., Inc.		584,953			24,398,390
Trex Co., Inc.A		357,472			26,163,376
Universal Forest Products, Inc.		147,766			14,080,622
USG Corp.A		484,430			14,678,229
					155,812,482
Commercial Services & Supplies - 2.44%
ACCO Brands Corp.A		744,192			10,604,736
Brink’s Co.		96,416			5,919,942
Deluxe Corp.		255,921			18,403,279
Essendant, Inc.		176,746			2,951,658
Herman Miller, Inc.		381,836			12,638,772
HNI Corp.		130,796			6,116,021
Interface, Inc.		511,083			10,170,552
Knoll, Inc.		1,029,209			24,659,848
LSC Communications, Inc.		1,024,730			26,509,765
Matthews International Corp., Class A		90,606			6,211,041
McGrath RentCorp		123,222			4,289,358
Mobile Mini, Inc.		568,269			16,309,320
MSA Safety, Inc.		86,797			6,757,146
Quad/Graphics, Inc.		123,000			3,229,980
Steelcase, Inc., Class A		283,400			4,831,970
Team, Inc.A		135,390			3,641,991
West Corp.		301,007			8,033,877
					171,279,256
Construction & Engineering - 2.72%
AECOM Technology Corp.A		410,545			14,044,744
Aegion Corp.A		266,117			6,072,790
Argan, Inc.		29,000			1,938,650
Comfort Systems USA, Inc.		760,858			27,923,488
EMCOR Group, Inc.		339,370			22,310,184
Granite Construction, Inc.		272,337			14,354,883
KBR, Inc.		1,606,095			22,565,635
Primoris Services Corp.		864,477			19,857,037
Quanta Services, Inc.A		315,872			11,194,504
Tutor Perini Corp.A		1,245,228			38,415,284
Valmont Industries, Inc.		77,697			11,837,138
					190,514,337
Electrical Equipment - 1.33%
Atkore International Group, Inc.A		225,103			5,911,205
Encore Wire Corp.		346,208			15,302,393
EnerSys		537,442			44,666,805
Generac Holdings, Inc.A		155,475			5,468,056
Regal Beloit Corp.		277,083			21,847,994
					93,196,453
Industrial Conglomerates - 0.02%
Raven Industries, Inc.		53,142			1,647,402

See accompanying notes

14

American Beacon Small Cap Value Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Shares		Fair Value
Industrials - 20.28% (continued)
Machinery - 5.67%
Actuant Corp., Class A		174,472		$	4,763,086
AGCO Corp.		251,482			16,092,333
Altra Industrial Motion Corp.		72,702			3,209,793
American Railcar Industries, Inc.C		27,700			1,162,015
Astec Industries, Inc.		143,051			9,062,281
Barnes Group, Inc.		865,747			47,590,113
Briggs & Stratton Corp.		421,100			10,523,289
Chart Industries, Inc.A		424,277			15,490,353
Colfax Corp.A		585,000			23,674,950
Columbus McKinnon Corp.		98,408			2,571,401
Crane Co.		331,663			26,503,190
EnPro Industries, Inc.		424,307			29,977,290
Global Brass & Copper Holdings, Inc.		467,245			16,657,284
Greenbrier Companies, Inc.C		94,000			4,084,300
Hillenbrand, Inc.		391,158			14,433,730
Hyster-Yale Materials Handling, Inc.		117,128			7,040,564
ITT, Inc.		242,758			10,227,395
Kennametal, Inc.		514,106			21,376,528
Lindsay Corp.		176,440			15,325,579
Meritor, Inc.A		1,333,953			23,757,703
Miller Industries, Inc.		226,733			5,759,018
Navistar International Corp.A		106,166			2,856,927
Oshkosh Corp.		326,305			22,642,304
Sun Hydraulics Corp.		118,300			4,594,772
Tennant Co.		56,360			4,128,370
Terex Corp.		969,439			33,910,976
TriMas Corp.A		200,199			4,594,567
Trinity Industries, Inc.		383,947			10,328,174
Wabash National Corp.		211,126			4,809,450
Watts Water Technologies, Inc., Class A		7,967			495,547
					397,643,282
Marine - 0.54%
Kirby Corp.A		315,807			22,295,974
Matson, Inc.		486,647			15,426,710
					37,722,684
Professional Services - 0.95%
Advisory Board Co.A		84,566			4,321,323
Heidrick & Struggles International, Inc.		159,718			3,433,937
Hudson Global, Inc.		623,926			876,616
ICF International, Inc.A		14,200			626,930
Kelly Services, Inc., Class A		413,867			9,237,511
Korn/Ferry International		1,116,857			36,186,167
Navigant Consulting, Inc.A		142,137			3,407,024
Resources Connection, Inc.		330,848			4,598,787
TrueBlue, Inc.A		136,600			3,736,010
					66,424,305
Road & Rail - 0.55%
ArcBest Corp.		37,600			994,520
Marten Transport Ltd.		393,746			9,764,901
Ryder System, Inc.		177,300			12,040,443
Swift Transportation Co.A		435,775			10,711,349
Werner Enterprises, Inc.		180,193			4,919,269
					38,430,482

See accompanying notes

15

American Beacon Small Cap Value Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Shares		Fair Value
Industrials - 20.28% (continued)
Trading Companies & Distributors - 1.29%
Air Lease Corp.		341,057		$	13,007,914
Aircastle Ltd.		777,324			18,360,393
Applied Industrial Technologies, Inc.		109,206			6,989,184
DXP Enterprises, Inc.A		28,236			1,030,049
GATX Corp.C		143,549			8,598,585
MRC Global, Inc.A		77,147			1,406,390
Rush Enterprises, Inc., Class AA		730,197			27,564,937
Textainer Group Holdings Ltd.		81,695			1,221,340
Veritiv Corp.A		53,000			2,737,450
WESCO International, Inc.A		158,290			9,647,776
					90,564,018
Total Industrials					1,421,313,184
Information Technology - 13.92%
Communications Equipment - 2.23%
ADTRAN, Inc.		249,154			4,983,080
ARRIS International PLCA		1,877,326			48,791,703
Brocade Communications Systems, Inc.		404,670			5,086,702
CalAmp Corp.A		428,812			7,692,887
Ciena Corp.A		508,498			11,649,689
Comtech Telecommunications Corp.		49,219			689,558
Digi International, Inc.A		82,188			1,019,131
EchoStar Corp., Class AA		153,868			8,856,642
Finisar Corp.A		220,940			5,046,270
NETGEAR, Inc.A		322,261			15,194,606
NetScout Systems, Inc.A		416,511			15,681,639
Plantronics, Inc.		471,535			25,745,811
Viavi Solutions, Inc.A		564,667			5,646,670
					156,084,388
Electronic Equipment, Instruments & Components - 5.25%
Anixter International, Inc.A		188,610			15,381,146
Avnet, Inc.		444,147			17,184,048
AVX Corp.		525,830			8,891,785
Belden, Inc.		118,300			8,245,510
Benchmark Electronics, Inc.A		200,466			6,354,772
Celestica, Inc.A		434,497			6,191,582
ePlus, Inc.A		20,800			1,482,000
FabrinetA		231,500			8,026,105
FARO Technologies, Inc.A		621,702			22,785,378
II-VI, Inc.A		1,178,025			39,051,529
Insight Enterprises, Inc.A		337,674			14,216,075
InvenSense, Inc.A		402,216			5,172,498
Itron, Inc.A		156,133			10,125,225
Methode Electronics, Inc.		179,089			7,978,415
MTS Systems Corp.		376,705			17,497,947
PC Connection, Inc.		36,260			1,042,112
Plexus Corp.A		571,745			29,725,023
Sanmina Corp.A		916,638			34,144,766
ScanSource, Inc.A		309,152			12,211,504
SYNNEX Corp.		74,900			8,121,407
Tech Data Corp.A		343,878			32,891,931
TTM Technologies, Inc.A		327,200			5,474,056
Vishay Intertechnology, Inc.		3,398,324			55,562,597
					367,757,411

See accompanying notes

16

American Beacon Small Cap Value Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Shares		Fair Value
Information Technology - 13.92% (continued)
Internet Software & Services - 0.42%
LivePerson, Inc.A		368,717		$	2,599,455
Shutterstock, Inc.A		99,231			4,289,756
Web.com Group, Inc.A		442,445			8,539,189
WebMD Health Corp.A		257,305			13,953,650
					29,382,050
IT Services - 1.56%
Acxiom Corp.A		458,554			13,252,211
CACI International, Inc., Class AA		47,315			5,583,170
Convergys Corp.		160,024			3,602,140
CSG Systems International, Inc.		380,932			14,288,759
DST Systems, Inc.		147,970			18,216,587
EVERTEC, Inc.		242,900			3,849,965
ManTech International Corp., Class A		171,466			6,087,043
Science Applications International Corp.		78,823			5,753,291
Sykes Enterprises, Inc.A		83,829			2,498,943
Teradata Corp.A		836,943			24,421,997
Travelport Worldwide Ltd.		626,325			8,248,700
Unisys Corp.A		318,398			3,597,897
					109,400,703
Semiconductors & Semiconductor Equipment - 3.17%
Advanced Energy Industries, Inc.A		118,600			8,752,680
Amkor Technology, Inc.A		424,257			4,997,747
Brooks Automation, Inc.		2,173,484			54,902,206
ChipMOS TECHNOLOGIES, Inc., ADR		102,886			1,794,332
Cirrus Logic, Inc.A		564,820			36,346,167
Cree, Inc.A		315,300			6,898,764
Diodes, Inc.A		1,696,813			39,688,456
IXYS Corp.		259,898			3,625,577
Kulicke & Soffa Industries, Inc.A		226,787			5,061,886
Microsemi Corp.A		66,981			3,144,088
Nanometrics, Inc.A		232,428			7,334,266
Photronics, Inc.A		2,815,049			32,373,063
Veeco Instruments, Inc.A		172,174			5,681,742
Xcerra Corp.A		1,194,440			11,705,512
					222,306,486
Software - 0.75%
Bottomline Technologies de, Inc.A		128,633			2,997,149
CommVault Systems, Inc.A		91,057			4,593,826
MicroStrategy, Inc., Class AA		66,036			12,558,066
Qualys, Inc.A		282,394			10,843,929
Verint Systems, Inc.A		540,216			21,230,489
Zix Corp.A		104,789			569,004
					52,792,463
Technology Hardware, Storage & Peripherals - 0.54%
Cray, Inc.A		457,140			8,182,806
Electronics For Imaging, Inc.A		225,233			10,311,167
NCR Corp.A		447,785			18,471,131
Stratasys Ltd.A		39,846			986,587
					37,951,691
Total Information Technology					975,675,192

See accompanying notes

17

American Beacon Small Cap Value Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Shares		Fair Value
Materials - 5.77%
Chemicals - 2.74%
A Schulman, Inc.		252,268		$	7,984,282
American Vanguard Corp.		442,345			7,409,279
Cabot Corp.		255,553			15,381,735
Calgon Carbon Corp.		533,630			7,764,317
Ferro Corp.A		276,600			4,956,672
Flotek Industries, Inc.A C		846,542			10,166,969
HB Fuller Co.		118,173			6,243,080
Huntsman Corp.		789,760			19,562,355
Innophos Holdings, Inc.		47,155			2,260,611
Innospec, Inc.		82,719			5,459,454
Koppers Holdings, Inc.A		66,900			2,839,905
Kraton Corp.A		118,685			3,882,186
Kronos Worldwide, Inc.		312,998			5,483,725
LSB Industries, Inc.A C		123,064			1,356,165
Minerals Technologies, Inc.		110,730			8,714,451
PolyOne Corp.		721,880			28,304,915
Scotts Miracle-Gro Co.		246,052			23,768,623
Stepan Co.		244,844			20,762,771
Trinseo S.A.		148,100			9,833,840
					192,135,335
Containers & Packaging - 0.41%
Greif, Inc., Class A		100,821			5,910,127
Owens-Illinois, Inc.A		1,061,790			23,168,258
					29,078,385
Metals & Mining - 2.03%
Allegheny Technologies, Inc.C		1,617,300			29,677,455
Carpenter Technology Corp.		416,377			16,904,906
Coeur Mining, Inc.A		469,672			4,255,228
Commercial Metals Co.		552,151			10,292,095
Ferroglobe PLC		2,123,070			20,487,626
Ferroglobe Representations & Warranty InsuranceD		2,123,070			-
Haynes International, Inc.		133,381			5,640,682
Hecla Mining Co.		1,952,310			10,640,090
Materion Corp.		142,800			5,433,540
Pan American Silver Corp.		317,408			5,322,932
Real Industry, Inc.A		722,432			1,878,323
Reliance Steel & Aluminum Co.		217,915			17,176,060
Schnitzer Steel Industries, Inc., Class A		35,379			668,663
Stillwater Mining Co.A		256,053			4,603,833
Worthington Industries, Inc.		206,100			8,965,350
					141,946,783
Paper & Forest Products - 0.59%
Boise Cascade Co.A		37,962			1,157,841
Domtar Corp.		217,336			8,617,373
Louisiana-Pacific Corp.A		612,808			15,773,678
Mercer International, Inc.		207,717			2,534,147
PH Glatfelter Co.		410,572			8,831,404
Schweitzer-Mauduit International, Inc.		104,064			4,479,955
					41,394,398
Total Materials					404,554,901
Real Estate - 4.25%
Equity Real Estate Investment Trusts (REITs) - 4.17%
Agree Realty Corp.		174,641			8,466,596

See accompanying notes

18

American Beacon Small Cap Value Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Shares		Fair Value
Real Estate - 4.25% (continued)
Equity Real Estate Investment Trusts (REITs) - 4.17% (continued)
Ashford Hospitality Prime, Inc.		219,853		$	2,328,243
Ashford Hospitality Trust, Inc.		705,185			4,407,406
Brandywine Realty Trust		671,433			11,394,218
CareTrust REIT, Inc.		365,425			6,219,534
CyrusOne, Inc.		267,678			14,625,926
DuPont Fabros Technology, Inc.		218,200			11,248,210
GEO Group, Inc.		917,387			30,567,318
Granite Real Estate Investment Trust		458,960			16,504,202
Healthcare Trust of America, Inc., Class A		224,678			7,164,981
Hospitality Properties Trust		108,731			3,460,908
LaSalle Hotel Properties		350,179			10,001,112
Lexington Realty Trust		1,438,816			14,632,759
Mack-Cali Realty Corp.		330,426			8,938,023
Medical Properties Trust, Inc.		346,656			4,530,794
Outfront Media, Inc.		256,603			6,712,735
Parkway, Inc.		458,266			9,234,060
Pebblebrook Hotel TrustC		714,724			21,270,186
Potlatch Corp.		53,644			2,416,662
RAIT Financial Trust		1,325,697			4,069,890
Ramco-Gershenson Properties Trust		422,455			5,631,325
Retail Opportunity Investments Corp.		226,295			4,661,677
RLJ Lodging Trust		284,472			6,113,303
Ryman Hospitality Properties, Inc.		125,994			8,035,897
Select Income REIT		361,921			9,069,740
Seritage Growth PropertiesC		544,300			22,588,450
STAG Industrial, Inc.		482,035			12,706,443
STORE Capital Corp.		286,190			6,865,698
Tanger Factory Outlet Centers, Inc.		226,378			7,060,730
Washington Prime Group, Inc.		1,272,280			11,196,064
					292,123,090
Real Estate Management & Development - 0.08%
HFF, Inc., Class A		66,800			2,097,520
Marcus & Millichap, Inc.A		124,700			3,217,260
Tejon Ranch Co.A		26,132			598,423
					5,913,203
Total Real Estate					298,036,293
Telecommunication Services - 0.05%
Diversified Telecommunication Services - 0.05%
Iridium Communications, Inc.A C		322,468			3,418,161
Utilities - 2.46%
Electric Utilities - 1.31%
ALLETE, Inc.		146,083			10,212,662
Great Plains Energy, Inc.		524,071			15,507,261
Hawaiian Electric Industries, Inc.		390,879			13,102,264
IDACORP, Inc.		72,805			6,153,479
Portland General Electric Co.		1,029,376			46,671,908
					91,647,574
Gas Utilities - 0.45%
Chesapeake Utilities Corp.		182,329			13,364,716
WGL Holdings, Inc.		220,997			18,223,412
					31,588,128

See accompanying notes

19

American Beacon Small Cap Value Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Shares		Fair Value
Utilities - 2.46% (continued)
Independent Power and Renewable Electricity Producers - 0.15%
NRG Yield, Inc., Class A		114,740		$	1,989,592
NRG Yield, Inc., Class C		467,360			8,272,272
					10,261,864
Multi-Utilities - 0.44%
Avista Corp.		198,505			8,007,692
Black Hills Corp.		173,465			11,799,089
Vectren Corp.		192,939			11,464,435
					31,271,216
Water Utilities - 0.11%
American States Water Co.		178,745			7,957,728
Total Utilities					172,726,510
Total Common Stocks (Cost $5,461,353,879)					6,786,437,692
SHORT-TERM INVESTMENTS - 3.13% (Cost $219,135,847)
American Beacon U.S. Government Money Market Select Fund, Select Class, 0.69%B		219,135,847			219,135,847
SECURITIES LENDING COLLATERAL - 2.67% (Cost $187,329,869)
American Beacon U.S. Government Money Market Select Fund, Select Class, 0.69%B		187,329,869			187,329,869
TOTAL INVESTMENTS - 102.65% (Cost $5,867,819,595)					7,192,903,408
OTHER LIABILITIES, NET OF ASSETS - (2.65%)					(185,790,700	)
TOTAL NET ASSETS - 100.00%				$	7,007,112,708
Percentages are stated as a percent of net assets.

^A Non-income producing security.

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

^C All or a portion of this security is on loan at April 30, 2017.

^D Fair valued pursuant to procedures approved by the Board of Trustees. At period end, the value of these securities amounted to $0 or 0.00% of net assets.

ADR - American Depositary Receipt.

LP - Limited Partnership.

PLC - Public Limited Company.

REIT - Real Estate Investment Trust.

Futures Contracts Open on April 30, 2017:
Description	Type	Number of Contracts	Expiration Date		Contract Value		Unrealized Appreciation (Depreciation)
Russell 2000 Mini Index Futures	Long	2,802		June 2017	$	195,915,840	$	4,219,705
					$	195,915,840	$	4,219,705

The Fund’s investments are summarized by level based on the inputs used to determine their values. As of April 30, 2017, the investments were classified as described below:

Small Cap Value Fund	Level 1		Level 2		Level 3			Total
Assets
Common Stocks	$	6,786,437,692	$	-	$	0	(1)	$	6,786,437,692
Short-Term Investments – Money Market Funds		219,135,847		-		-			219,135,847
Securities Lending Collateral Invested in Money Market Funds		187,329,869		-		-			187,329,869
Total Investments in Securities - Assets	$	7,192,903,408	$	-	$	0	(1)	$	7,192,903,408

See accompanying notes

20

American Beacon Small Cap Value Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

Small Cap Value Fund	Level 1		Level 2		Level 3		Total
Financial Derivative Instruments - Assets
Futures Contracts	$	4,219,705	$	-	$	-	$	4,219,705
Total Financial Derivative Instruments - Assets	$	4,219,705	$	-	$	-	$	4,219,705

⁽¹⁾  Investment held in the Fund’s Portfolio with $0 fair value.

U.S. GAAP also requires all transfers between any level 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 period ended April 30, 2017, there were no transfers between levels.

The following table reconciles the Level 3 assets in the 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:

Security Type	Balance as of 10/31/2016		Net Purchases		Net Sales		Accrued Discounts (Premiums)		Realized Gain (Loss)		Change in Unrealized Appreciation (Depreciation)		Transfer into Level 3		Transfer out of Level 3		Balance as of 4/30/2017		Change in Unrealized Appreciation (Depreciation) at Period end**
Common Stocks	$	0	$	0	$	-	$	-	$	-	$	-	$	-	$	-	$	0	$	0

** Change in unrealized appreciation (depreciation) attributable to Level 3 securities held at period end. This balance is included in the change in unrealized appreciation (depreciation) on the Statement of Operations.

The common stock, classified as Level 3, is beneficial interest units in a representation and warranty insurance trust. The shares have been fair valued at $0 due to limited market transparency.

See accompanying notes

21

American Beacon Small Cap Value Fund^SM

Statement of Assets and Liabilities

April 30, 2017 (Unaudited)

Assets:
Investments in unaffiliated securities, at fair value†	$	6,786,437,692
Investments in affiliated securities, at fair value‡		406,465,716
Cash		41,475
Deposit with brokers for futures contracts		9,386,700
Dividends and interest receivable		1,665,558
Receivable for investments sold		20,952,383
Receivable for fund shares sold		14,037,411
Receivable for expense reimbursement (Note 2)		176
Prepaid expenses		196,757
Total assets		7,239,183,868
Liabilities:
Payable for investments purchased		27,062,229
Payable for fund shares redeemed		9,843,464
Payable for variation margin from open futures contracts		2,724,265
Payable upon return of securities loaned§		187,329,869
Management and investment advisory fees payable		4,526,439
Administrative service and service fees payable		225,055
Transfer agent fees payable		94,957
Custody and fund accounting fees payable		22,555
Professional fees payable		50,906
Trustee fees payable		12,333
Payable for prospectus and shareholder reports		172,353
Other liabilities		6,735
Total liabilities		232,071,160
Net Assets	$	7,007,112,708
Analysis of Net Assets:
Paid-in-capital	$	5,386,737,825
Undistributed net investment income		4,384,765
Accumulated net realized gain		286,687,025
Unrealized appreciation of investments		1,325,083,813
Unrealized depreciation of foreign currency transactions		(425	)
Unrealized appreciation of futures contracts		4,219,705
Net assets	$	7,007,112,708

See accompanying notes

22

American Beacon Small Cap Value Fund^SM

Statement of Assets and Liabilities

April 30, 2017 (Unaudited)

Shares outstanding at no par value (unlimited shares authorized):
Institutional Class		207,148,555
Y Class		12,834,721
Investor Class		25,017,090
Advisor Class		3,943,517
A Class		2,468,862
C Class		648,602
R6 ClassA		3,567
Net assets:
Institutional Class	$	5,790,008,385
Y Class	$	354,284,933
Investor Class	$	675,321,870
Advisor Class	$	105,154,609
A Class	$	65,572,772
C Class	$	16,670,440
R6 ClassA	$	99,698
Net asset value, offering and redemption price per share:
Institutional Class	$	27.95
Y Class	$	27.60
Investor Class	$	26.99
Advisor Class	$	26.67
A Class	$	26.56
A Class (offering price)	$	28.18
C Class	$	25.70
R6 ClassA	$	27.95
† Cost of investments in unaffiliated securities	$	5,461,353,879
‡ Cost of investments in affiliated securities	$	406,465,716
§ Fair value of securities on loan	$	179,969,109
A Class commenced operations February 28, 2017 (Note 1).

See accompanying notes

23

American Beacon Small Cap Value Fund^SM

Statement of Operations

For the Period Ended April 30, 2017 (Unaudited)

Investment income:
Dividend income from unaffiliated securities (net of foreign taxes)†	$	45,799,460
Dividend income from affiliated securities		665,788
Income derived from securities lending		1,482,140
Total investment income		47,947,388
Expenses:
Management and investment advisory fees (Note 2)		25,690,917
Transfer agent fees:
Institutional Class		774,829
Y Class		35,929
Investor Class		15,609
Advisor Class		4,911
A Class		3,548
C Class		729
R6 ClassA		373
Custody and fund accounting fees		332,230
Professional fees		72,607
Registration fees and expenses		82,133
Service fees (Note 2):
Y Class		153,673
Investor Class		1,114,766
Advisor Class		142,323
A Class		48,641
C Class		11,433
Distribution fees (Note 2):
Advisor Class		142,323
A Class		81,069
C Class		76,221
Prospectus and shareholder report expenses		186,426
Trustee fees		190,536
Other expenses		150,955
Total expenses		29,312,181
Net fees waived and expenses reimbursed / (recouped) by Manager (Note 2)		(359	)
Net expenses		29,311,822
Net investment income		18,635,566
Realized and unrealized gain (loss) from investments:
Net realized gain (loss) from:
Investments		309,010,346
Commission recapture (Note 1)		16,909
Foreign currency transactions		(1,535	)
Futures contracts		21,203,822
Change in net unrealized appreciation (depreciation) of:
Investments		695,755,775
Foreign currency transactions		(354	)
Futures contracts		10,311,558
Net gain from investments		1,036,296,521
Net increase in net assets resulting from operations	$	1,054,932,087
† Foreign taxes	$	132,130
A Class commenced operations February 28, 2017 (Note 1).

See accompanying notes

24

American Beacon Small Cap Value Fund^SM

Statements of Changes of Net Assets

	For the Six Months Ended April 30, 2017			For the Year Ended October 31, 2016
	(unaudited)
Increase (Decrease) in Net Assets:
Operations:
Net investment income	$	18,635,566		$	53,881,192
Net realized gain from investments, commission recapture, foreign currency transactions, and futures contracts		330,229,542			132,744,476
Change in net unrealized appreciation (depreciation) of investments, foreign currency transactions, and futures contracts		706,066,979			95,192,574
Net increase in net assets resulting from operations		1,054,932,087			281,818,242
Distributions to Shareholders:
Net investment income:
Institutional Class		(44,712,589	)		(35,441,317	)
Y Class		(2,820,317	)		(1,930,427	)
Investor Class		(3,777,116	)		(3,345,737	)
Advisor Class		(514,722	)		(382,344	)
A Class		(310,111	)		(300,302	)
Net realized gain from investments:
Institutional Class		(122,225,000	)		(202,232,279	)
Y Class		(8,295,210	)		(11,745,307	)
Investor Class		(15,742,672	)		(34,525,476	)
Advisor Class		(2,933,912	)		(5,445,704	)
A Class		(1,474,164	)		(2,612,559	)
C Class		(344,117	)		(617,973	)
Net distributions to shareholders		(203,149,930	)		(298,579,425	)
Capital Share Transactions:
Proceeds from sales of shares		1,189,819,840			1,494,089,157
Reinvestment of dividends and distributions		196,388,754			288,838,431
Cost of shares redeemed		(1,047,225,582	)		(1,428,769,445	)
Net increase in net assets from capital share transactions		338,983,012			354,158,143
Net increase in net assets		1,190,765,169			337,396,960
Net Assets:
Beginning of period		5,816,347,539			5,478,950,579
End of Period *	$	7,007,112,708		$	5,816,347,539
*Includes undistributed net investment income	$	4,384,765		$	43,851,960

See accompanying notes

25

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

1.  Organization and Significant Accounting Policies

American Beacon Funds (the “Trust”) is organized as a Massachusetts business trust. The Fund, a series within the Trust, is registered under the Investment Company Act of 1940 (the “Act”) as a diversified, open-end management investment company. As of April 30, 2017, the Trust consists of thirty-two active series, one of which is presented in this filing: American Beacon Small Cap Value Fund (the “Fund”). The remaining thirty-one active series are reported in separate filings.

American Beacon Advisors, Inc. (the “Manager”) is a wholly-owned subsidiary of Resolute Investment Managers, Inc., which is indirectly owned by investment funds affiliated with Kelso & Company, L.P. and Estancia Capital Management, LLC, and was organized in 1986 to provide business management, advisory, administrative and asset management consulting services to the Trust and other investors.

New Accounting Pronouncements

In October 2016, the SEC adopted amendments to rules under the Investment Company Act of 1940 (“final rules”) intended to modernize the reporting and disclosure of information by registered investment companies. The final rules amend Regulation S-X and require funds to provide standardized, enhanced derivative disclosure in fund financial statements in a format designed for individual investors. The amendments to Regulation S-X also update the disclosures for other investments and investments in, and advances to affiliates and amend the rules regarding the general form and content of fund financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the amendments and its impact, if any, on the Funds’ Financial Statements.

Class Disclosure

The inception date of the R6 Class was February 28, 2017.

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

Class	Eligible Investors	Minimum Initial Investments
Institutional	Large institutional Investors - sold directly or through intermediary channels.	$	250,000
Y Class	Large institutional retirement plan investors - sold directly or through Retirement plan sponsors.	$	100,000
Investor	All investors using intermediary organizations such as broker-dealers or retirement plan sponsors - sold directly through intermediary channels.	$	2,500
Advisor Class	All investors who invest through intermediary organizations, such as broker-dealers or third party administrators.	$	2,500
A Class	All investors who invest through intermediary organizations, such as broker-dealers or third party administrator. Retail investors who invest directly through a financial intermediary such as a broker, bank, or registered investment advisor which may include a front-end sales charge and a contingent deferred sales charge (“CDSC”).	$	2,500
C Class	Retail investors who invest directly through a financial intermediary such as a broker or employee directed benefit plans with applicable sales charges which may include CDSC.	$	1,000
R6	Large institutional retirement plan investors- sold through retirement plan sponsors.	$	5,000,000

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

26

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

respective Fund. Class specific expenses, where applicable, currently include administration service fees, service fees, and distribution fees and vary amongst the classes as described more fully in Note 2.

The following is a summary of significant accounting policies, consistently followed by the Fund in preparation of the financial statements. The Fund is considered an investment company and accordingly, follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standard Codification Topic 946, Financial Services – Investment Companies, which is part of the U.S. Generally Accepted Accounting Principles (“U.S. GAAP”).

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 Net Asset Value (“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. Dividends to shareholders are determined in accordance with federal income tax regulations, which may differ in amount and character from net investment income and realized gains recognized for purposes of U.S. GAAP. To the extent necessary to fully distribute capital gains, the Fund also designates earnings and profits distributed to shareholders on the redemption of shares.

Commission Recapture

The Fund has 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. This amount is reported with the net realized gains in the Fund’s Statement 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.

27

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

Other

Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liabilities 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.

2.  Transactions with Affiliates

Management Agreement

The Fund and the Manager are parties to a Management Agreement that obligates the Manager to provide investment advisory, fund management, and administrative services to the Fund. As compensation for performing the duties under the Management Agreement, the Manager receives from the Fund an annualized fee at the following annual rates as a percentage of average daily net assets: 0.35% of the first $15 billion, 0.325% of the next $15 billion, and 0.30% of the next $30 billion. The Fund pays the unaffiliated investment advisors hired to direct investment activities of the Fund an annualized investment advisory fee based on a percentage of the Fund’s average daily assets. Management fees paid by the Fund during the period ended April 30, 2017 were as follows:

Fund	Management Fee Rate			Management Fee		Amount Paid to Investment Advisors		Amount Paid to Manager
Small Cap Value		0.75	%	$	25,690,917	$	13,661,451	$	12,029,466

As compensation for services provided by the Manager in connection with securities lending activities conducted by the Fund, the lending Fund pays to the Manager, with respect to cash collateral posted by borrowers, a fee up to 10% 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 10% of such loan fees. These fees are included in “Income derived from securities lending” and “Management and investment advisory fees” on the Statement of Operations. During the period ended April 30, 2017, the manager received securities lending fees of $196,455 for the securities lending activities of the Fund.

Distribution Plans

The Fund, except for the Advisor, 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 may be charged to the Fund for distribution purposes. However, the Plan authorizes the management and administrative services 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, 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 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.

28

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2017 (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 of the Fund. As compensation for performing the duties required under the Service Plans, the Manager receives an annualized fee up to 0.10% of the average daily net assets of the Y Class, up to 0.15% of the average net assets of the A and C Classes, up to 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. Effective April 1, 2017, the Fund terminated the service plan for the Y Class.

Sub-Transfer Agent Fees

The Manager has entered into agreements, which include servicing agreements, with financial intermediaries that provide recordkeeping, processing, shareholder communications and other services to customers of the intermediaries that hold positions in the Institutional Class of the Fund and has agreed to compensate the intermediaries for providing these services. Effective April 1, 2017, the Fund has agreed to compensate the intermediaries for providing services to the Y Class. Intermediaries transact with the Fund primarily through the use of omnibus accounts on behalf of its customers who hold positions in the Fund. Certain services would have been provided by the Fund’s transfer agent and other service providers if the shareholders’ accounts were maintained directly by the Fund’s transfer agent. Accordingly, the Fund, pursuant to the Trust’s Board of Trustees (the “Board”) approval, has agreed to reimburse the Manager for certain non-distribution shareholder services provided by financial intermediaries for the Institutional and Y Classes. The reimbursement amounts (sub-transfer agent fees) paid to the Manager are subject to a fee limit of up to 0.10% of an intermediary’s average net assets in the Institutional and Y Classes on an annual basis. During the period ended April 30, 2017, the sub-transfer agent fees, as reflected in “Transfer agent fees” on the Statement of Operations, were as follows:

Fund	Sub-Transfer Agent Fees
Small Cap Value	$	732,196

As of April 30, 2017, the Fund owed the Manager the following reimbursement of sub-transfer agent fees, as reflected in “Transfer agent fees payable” on the Statement of Assets and Liabilities:

Fund	Reimbursement Sub-Transfer Agent Fees
Small Cap Value	$	103,195

Brokerage Commissions

Affiliated entities of an investment advisor to the Fund received net commissions on purchases and sales of the Fund’s portfolio securities totaling $63,901 for the period ended April 30, 2017.

Investments in Affiliated Funds

The Fund may invest in the American Beacon U.S. Government Money Market Select Fund (the “USG Select Fund”). Cash collateral received by the Fund in connection with securities lending may also be invested in the USG Select Fund. The Fund and the USG Select Fund have the same investment advisor and therefore, are considered to be affiliated. The Manager serves as investment advisor to the USG Select Fund and receives management fees totaling 0.10% of the average daily net assets of the USG Select Fund. During the period ended April 30, 2017, the Manager earned fees totaling $38,958 on the Fund’s direct investments in the USG Select Fund and $86,094 from the Fund’s securities lending collateral invested in USG Select Fund.

29

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

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 Fund. During the period ended April 30, 2017, the Fund did not utilize the credit facility.

Expense Reimbursement Plan

The Manager voluntarily agreed to reduce fees and/or reimburse expenses for the R6 Class of the Fund to the extent that total operating expenses exceed the expense cap. During the period ended April 30, 2017, the Manager waived and/or reimbursed expenses as follows:

Class	Expense Cap 2/28/2017 - 4/30/2017	Reimbursed Expenses		Expiration of Reimbursed Expenses
R6	0.81%	$	359		2020

Of this amount, $176 was disclosed as a receivable from the Manager on the Statement of Assets and Liabilities at April 30, 2017. The Fund has adopted an Expense Reimbursement Plan whereby the Manage may seek repayment of such fee reductions and expense reimbursements. Under the policy, the Manager can be reimbursed by the Fund for any contractual or voluntary fees reductions or expense reimbursements if reimbursement to the Manager (a) occurs within three years after the Manager’s own waiver or reimbursement and (b) does not cause the Fund’s annual operating expenses to exceed the lesser of the contractual percentage limit in effect at the time of the waiver/reimbursement or time of recoupment. The reimbursed expenses above will expire in 2020. The carryover of excess expenses potentially reimbursable to the manager, but not recorded as a liability is $324 expiring in 2017.

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 period ended April 30, 2017, Foreside collected $6,771 in sales commissions from the sale of Class A Shares of the Fund.

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 period ended April 30, 2017, CDSC fees of $250 were collected for the Class A Shares of the Fund.

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 period ended April 30, 2017, CDSC fees of $645 were collected for Class C Shares of the Fund.

Trustee Fees and Expenses

As compensation for their service to the Trust, the American Beacon Select Funds and the American Beacon Institutional Funds Trust, each Trustee receives an annual retainer of $120,000, plus $5,000 for each Board of Trustee meeting attended in person or via teleconference, $2,500 for attendance by Committee members at meetings of the Audit Committee and the Investment Committee, and $1,500 for attendance by Committee members at meetings of the Nominating and Governance Committee, plus reimbursement of reasonable expenses incurred in attending Board meetings, Committee meetings, and relevant educational seminars. The Trustees also

30

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

may be compensated for attendance at special Board and/or Committee meetings from time to time. The Board Chairman receives an additional annual retainer of $50,000 as well as a single $5,000 fee each quarter for his attendance at the committee meetings. The chairpersons of the Audit Committee and the Investment Committee each receive an additional annual retainer of $25,000 and the Chairman of the Nominating and Governance Committee receives an additional annual retainer of $10,000. These expenses are allocated on a prorated basis to each Fund of the Trust according to its respective net assets.

3.  Security Valuation and Fair Value Measurements

Investments are valued at the close of the New York Stock Exchange (the “Exchange”), normally at 4:00 p.m. Eastern Time, 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 NAV per share of the mutual fund on the day of valuation.

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 Board.

Futures contracts are valued based upon their quoted daily settlement prices. Upon entering into a futures contract, the 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.

Other investments 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 Manager’s Valuation Committee, pursuant to procedures established by the Board.

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. Fixed-income securities are considered Level 2 as they are valued using observable inputs.
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.

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

Common stocks and financial derivative instruments, such as futures contracts or options 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.

31

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

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.

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 the 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 the Fund may differ from the value that would be realized if the securities were sold.

For fair valuations using significant unobservable inputs, 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 in the foonotes of the Schedule of Investments.

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,

32

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

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.

Common Stock

Common stock generally takes the form of shares in a corporation which represent an ownership interest. It ranks below preferred stock and debt securities in claims for dividends and for assets of the company in a liquidation or bankruptcy. The value of a company’s common stock may fall as a result of factors directly relating to that company, such as decisions made by its management or decreased demand for the company’s products or services. A stock’s value may also decline because of factors affecting not just the company, but also companies in the same industry or sector. The price of a company’s stock may also be affected by changes in financial markets that are relatively unrelated to the company, such as changes in interest rates, currency exchange rates or industry regulation. Companies that elect to pay dividends on their common stock generally only do so after they invest in their own business and make required payments to bondholders and on other debt and preferred stock. Therefore, the value of a company’s common stock will usually be more volatile than its bonds, other debt and preferred stock. Common stock may be exchange-traded or over-the-counter (“OTC”). OTC stock may be less liquid than exchange-traded stock.

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 the 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, the Fund becomes a shareholder of that investment company. As a result, the Fund’s 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 the 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.

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.

5.  Financial Derivative Instruments

The Fund may utilize derivative instruments to gain market exposure on cash balances or reduce market exposure in anticipation of liquidity needs. When considering the Fund’s use of derivatives, it is important to note that the Fund does not use derivatives for the purpose of creating financial leverage.

33

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

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 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.

During the period ended April 30, 2017, the Fund entered into future contracts primarily for 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 each quarter end.

Average Futures Contracts Outstanding
Fund	Period Ended April 30, 2017
Small Cap Value		2,818

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

Fair values of financial instruments on the Statement of Assets and Liabilities as of April 30, 2017:

Derivatives not accounted for as hedging instruments

Assets:

Credit contracts

Foreign exchange contracts

Commodity contracts

Interest rate contracts

Equity contracts

Total

Receivable for variation margin from open futures contracts(2)

$

–

$

–

$

–

$

–

$

4,219,705

$

4,219,705

The effect of financial derivative instruments on the Statement of Operations for the period ended April 30, 2017:

Derivatives not accounted for as hedging instruments

Realized gain (loss) of derivatives recognized as a result from operations:

Credit contracts

Foreign exchange contracts

Commodity contracts

Interest rate contracts

Equity contracts

Total

Net realized gain (loss) from futures contracts

$

–

$

–

$

–

$

–

$

21,203,822

$

21,203,822

Net change in unrealized appreciation (depreciation) of derivatives recognized as a result from operations:

Credit contracts

Foreign exchange contracts

Commodity contracts

Interest rate contracts

Equity contracts

Total

Change in unrealized appreciation (depreciation) from futures contracts

$

–

$

–

$

–

$

–

$

10,311,558

$

10,311,558

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

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

34

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

6.  Principal Risks

Investing in the Fund may involve certain risks including, but not limited to, those described below.

Allocation Risk

The sub-advisor’s judgments about, and allocations among, asset classes and market exposures may adversely affect the Funds’ performance. This risk may be increased by the use of derivatives to increase allocations to various market exposures.

Cybersecurity and Operational Risk

The Fund and its service providers, and shareholders’ ability to transact with the Fund, may be negatively impacted due to operational risks arising from, among other problems, human errors, systems and technology disruptions or failures, or cybersecurity incidents. It is not possible for the Fund service providers to identify all of the operational risks that may affect the Fund or to develop processes and controls to completely eliminate or mitigate their occurrence or effects. Cybersecurity incidents could also affect issuers of securities in which the Fund invests, leading to significant loss of value.

Equity Investments Risk

Equity securities are subject to investment and market risk. The Fund’s investments in equity securities may include common stocks, REITs, depositary receipts, and U.S. dollar-denominated foreign stocks traded on U.S. exchanges. Such investments may expose the Fund to additional risks.

Common Stock - The value of a company’s common stock may fall as a result of factors affecting the company, companies in the same industry or sector, or the financial markets overall. Common stock generally is subordinate to preferred stock upon the liquidation or bankruptcy of the issuing company.

Depositary Receipts - Depositary receipts and U.S. dollar-denominated foreign stocks traded on U.S. exchanges are subject to certain of the risks associated with investing directly in foreign securities, including, but not limited to, currency exchange rate fluctuations, political and financial instability in the home country of a particular depositary receipt or foreign stock, less liquidity and more volatility, less government regulation and supervision and delays in transaction settlement.

REITs - Investments in REITs are subject to the risks associated with investing in the real estate industry such as adverse developments affecting the real estate industry and real property values. REITs also are dependent upon the skills of their managers and are subject to heavy cash flow dependency or self-liquidation. Domestic REITs could be adversely affected by failure to qualify for tax-free “pass-through” of net income and gains under the Internal Revenue Code of 1986, as amended, or to maintain their exemption from registration under the Investment Company Act of 1940, as amended. REITs typically incur fees that are separate from those incurred by the Fund. Accordingly, the Fund’s investment in REITs will result in the layering of expenses such that shareholders will indirectly bear a proportionate share of the REITs’ operating expenses, in addition to paying Fund expenses. The value of REIT common stock may decline when interest rates rise.

Financial Services Sector Risk

To the extent the Fund invests in the financial services sector, the value of the Fund’s shares may be particularly vulnerable to factors affecting that sector, such as the availability and cost of capital funds, changes in interest rates, the rate of corporate and consumer debt defaults, extensive government regulation and price competition.

35

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

Foreign Investing Risk

The Fund may invest in securities issued by foreign companies through ADRs and U.S. dollar-denominated foreign stocks traded on U.S. exchanges. The Fund may also invest in local currency investments. ADRs are subject to many of the risks inherent in currency fluctuations and political and financial instability in the home country of a particular ADR or foreign stock. Non-U.S. investments carry potential risks not associated with U.S. investments. Such risks include, but are not limited to: (1) currency exchange rate fluctuations, (2) political and financial instability, (3) less liquidity and greater volatility, (4) lack of uniform accounting, auditing and financial reporting standards, (5) increased price volatility, and (6) less government regulation and supervision of foreign stock exchanges, brokers and listed companies, and (7) delays in transaction settlement in some foreign markets.

Futures Contracts Risk

Futures contracts are derivative instruments where one party pays a fixed price for an agreed amount of securities or other underlying assets at an agreed date. The use of such derivative instruments may expose the Fund to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives. Futures contracts may experience potentially dramatic price changes (losses) and imperfect correlation between the price of the contract and the underlying security or index, which will increase the volatility of the Fund and may involve a small investment of cash (the amount of initial and variation margin) relative to the magnitude of the risk assumed (the potential increase or decrease in the price of the futures contract).

Investment Risk

An investment in the Fund is not a deposit with a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Funds, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.

Issuer Risk

The value of, and/or the return generated by, a security may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s goods or services, as well as the historical and prospective earnings of the issuer and the value of its assets.

Market Risk

Since the financial crisis that started in 2008, the U.S. and many foreign economies continue to experience its after-effects, which have resulted, and may continue to result, in fixed-income instruments experiencing unusual liquidity issues, increased price volatility and, in some cases, credit downgrades and increased likelihood of default. These events have reduced the willingness and ability of some lenders to extend credit, and have made it more difficult for some borrowers to obtain financing on attractive terms, if at all. In addition, global economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely impact issuers in a different country or region. The severity or duration of adverse economic conditions may also be affected by policy changes made by governments or quasi-governmental organizations.

In addition, political events within the U.S. and abroad may affect investor and consumer confidence and may adversely impact financial markets and the broader economy, perhaps suddenly and to a significant degree. High public debt in the U.S. and other countries creates ongoing systemic and market risks and policymaking uncertainty. Because the impact on the markets has been widespread, it may be difficult to identity both risks and opportunities using past models of the interplay of market forces, or to predict the duration of these market conditions. Interest rates have been unusually low in recent years in the U.S. and abroad. Because there is little

36

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

precedent for this situation, it is difficult to predict the impact on various markets of a significant rate increase, whether brought about by U.S. policy markets or by dislocations in world markets. In addition, there is a risk that the prices of goods and services in the U.S. and many foreign economies may decline over time, known as deflation (the opposite of inflation). Deflation may have an adverse effect on stock prices and creditworthiness and may make defaults on debt more likely.

Other Investment Companies Risk

The Fund may invest in shares of other registered investment companies, including money market funds. To the extent that the Fund invests in shares of other registered investment companies, the Fund will indirectly bear the fees and expenses charged by those investment companies in addition to the Fund’s direct fees and expenses and will be subject to the risks associated with investments in those funds. For example, money market funds are subject to interest rate risk, credit risk, and market risk.

Securities Lending Risk

To the extent the Fund lends its securities, it may be subject to the following risks; i) borrowers of the Fund’s securities typically provide collateral in the form of cash that is reinvested in securities, ii) the securities in which the collateral is invested may not perform sufficiently to cover the return collateral payments owed to borrowers, iii) delays may occur in the recovery of securities from borrowers, which could interfere with the Fund’s ability to vote proxies or to settle transactions, and iv) there is the risk of possible loss of rights in the collateral should the borrower fail financially.

Segregated Assets Risk

In connection with certain transactions that may give rise to future payment obligations, including the purchase and sale of futures contracts, the Fund may be required to maintain a segregated amount of, or otherwise earmark, cash or liquid securities to cover the obligation. Segregated assets cannot be sold while the position they are covering is outstanding, unless they are replaced with other assets of equal value. The need to maintain cash or other liquid securities in segregated accounts could limit the Fund’s ability to pursue other opportunities as they arise.

Value Stocks Risk

Value stocks are subject to the risk that their intrinsic value may never be realized by the market or that their prices may decline. While the Fund’s investments in value stocks may limit its downside risk over time the Fund may produce more modest gains than riskier stock funds as a trade-off for this potentially lower risk. Different investment styles could cause the Fund to underperform funds that use a growth or non-value approach to investing or have a broader investment style.

Offsetting Assets and Liabilities

The Fund is a party to enforceable master netting agreements between brokers and counterparties which provides 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 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, 2017.

37

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

Offsetting of Financial Assets and Derivative Assets as of April 30, 2017:
	Assets			Liabilities
Futures Contracts	$	4,219,705		$	-
Total derivative assets and liabilities in the Statement of Assets and Liabilities	$	4,219,705		$	-
Derivatives not subject to a Master Netting Agreement or similar agreement (“MNA”)	$	(4,219,705	)	$	-
Total derivative assets and liabilities subject to an MNA	$	-		$	-

	Remaining Contractual Maturity of the Agreements As of April 30, 2017
	Overnight and Continuous		<30 days		Between 30 & 90 days		>90 days		Total
Securities Lending Transactions
Common Stocks	$	179,969,109	$	-	$	-	$	-	$	179,969,109
Total Borrowings	$	179,969,109	$	-	$	-	$	-	$	179,969,109
Gross amount of recognized liabilities for securities lending transactions									$	179,969,109

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 unrecorded tax liabilities in the accompanying financial statements. Each of the tax years in the four year period ended October 31, 2016 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.

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

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:

	Six Months Ended April 30, 2017		Year Ended October 31, 2016
	(unaudited)
Distributions paid from:
Ordinary income*
Institutional Class	$	47,651,072	$	35,450,206
Y Class		3,019,748		1,930,943
Investors Class		4,155,595		3,347,255
Advisor Class		585,257		382,583
A Class		345,552		300,417
C Class		8,273		27

38

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

	Six Months Ended April 30, 2017		Year Ended October 31, 2016
	(unaudited)
Long-term capital gains
Institutional Class	$	119,286,517	$	202,223,390
Y Class		8,095,779		11,744,791
Investors Class		15,364,193		34,523,958
Advisor Class		2,863,377		5,445,465
A Class		1,438,723		2,612,444
C Class		335,844		617,946
Total distributions paid	$	203,149,930	$	298,579,425

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

As of April 30, 2017 the components of distributable earnings (deficits) on a tax basis were as follows:

Fund	Tax cost		Unrealized appreciation		Unrealized depreciation			Net unrealized appreciation (depreciation)
Small Cap Value	$	5,919,111,084	$	1,512,030,490	$	(238,238,166	)	$	1,273,792,324

Fund	Net unrealized appreciation (depreciation)		Undistributed ordinary income		Undistributed long-term capital gains		Accumulated capital and other losses			Other temporary differences		Distributable earnings
Small Cap Value	$	1,273,792,324	$	76,498,822	$	270,084,162	$	(4,219,705	)	$	4,219,280	$	1,620,374,883

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 (depreciation) are attributable primarily to the tax deferral of losses from wash sales, the realization for tax purposes of unrealized gains (losses) on certain derivative instruments, and reclassifications of income from real estate investment securities and publicly traded partnership and the realization for tax purposes of unrealized gains (losses) on investments in passive foreign investment companies.

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 re-classes and reclassifications of income from real estate investment securities and publicly traded partnerships as of April 30, 2017:

Fund	Paid-in-capital		Undistributed (overdistribution of) net investment income			Accumulated net realized gain (loss)		Net unrealized appreciation (depreciation)
Small Cap Value	$	2	$	(5,967,906	)	$	5,967,904	$	–

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.

For the period ended April 30, 2017, the Fund did not have capital loss carryforwards.

39

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

8. Investment Transactions

The aggregate cost of purchases and proceeds from sales of investments, other than short-term obligations, for the period ended April 30, 2017 were $1,662,645,776 and $1,450,033,555, respectively.

A summary of the Fund’s transactions in the USG Select Fund for the period ended April 30, 2017 are as follows:

Type of Transaction	October 31, 2016 Shares/Fair Value		Purchases		Sales		April 30, 2017 Shares/Fair Value		Dividend Income
Direct	$	176,509,560	$	1,207,895,605	$	1,165,269,318	$	219,135,847	$	665,788
Securities Lending		182,435,583		551,426,720		546,532,434		187,329,869		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 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.

40

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

As of April 30, 2017, the value of outstanding securities on loan and the value of collateral was as follows:

Market Value of Securities on Loan		Cash Collateral Received		Non-Cash Collateral Received		Total Collateral Received
$	179,969,109	$	187,329,869	$	-	$	187,329,869

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” on 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.

10.  Capital Share Transactions

The tables below summarize the activity in capital shares for each Class of the Fund:

	Institutional Class
	Six Months Ended April 30, 2017						Year Ended October 31, 2016
American Beacon Small Cap Value Fund	Shares			Amount			Shares			Amount
Shares sold		34,133,457		$	950,179,018			50,066,083		$	1,141,562,636
Reinvestment of dividends		5,798,690			161,493,508			10,230,460			229,980,745
Shares redeemed		(26,466,564	)		(731,261,317	)		(41,325,796	)		(964,710,175	)
Net (decrease) in shares outstanding		13,465,583		$	380,411,209			18,970,747		$	406,833,206
	Y Class
	Six Months Ended April 30, 2017						Year Ended October 31, 2016
American Beacon Small Cap Value Fund	Shares			Amount			Shares			Amount
Shares sold		3,768,889		$	101,957,954			6,190,151		$	138,267,948
Reinvestment of dividends		377,530			10,385,850			561,615			12,479,092
Shares redeemed		(3,619,157	)		(98,319,118	)		(4,742,116	)		(108,967,301	)
Net (decrease) in shares outstanding		527,262		$	14,024,686			2,009,650		$	41,779,739
	Investor Class
	Six Months Ended April 30, 2017						Year Ended October 31, 2016
American Beacon Small Cap Value Fund	Shares			Amount			Shares			Amount
Shares sold		3,625,146		$	97,509,980			5,975,063		$	132,337,020
Reinvestment of dividends		705,910			19,003,095			1,706,590			37,152,459
Shares redeemed		(5,574,864	)		(147,717,113	)		(11,718,144	)		(259,411,145	)
Net (decrease) in shares outstanding		(1,243,808	)	$	(31,204,038	)		(4,036,491	)	$	(89,921,666	)
	Advisor Class
	Six Months Ended April 30, 2017						Year Ended October 31, 2016
American Beacon Small Cap Value Fund	Shares			Amount			Shares			Amount
Shares sold		668,719		$	17,666,062			2,143,395		$	45,656,821
Reinvestment of dividends		129,599			3,448,634			271,451			5,828,048
Shares redeemed		(1,600,270	)		(42,399,867	)		(2,430,956	)		(52,219,934	)
Net (decrease) in shares outstanding		(801,952	)	$	(21,285,171	)		(16,110	)	$	(735,065	)
	A Class
	Six Months Ended April 30, 2017						Year Ended October 31, 2016
American Beacon Small Cap Value Fund	Shares			Amount			Shares			Amount
Shares sold		659,823		$	17,406,763			1,532,151		$	32,767,569
Reinvestment of dividends		66,206			1,754,460			133,614			2,863,338
Shares redeemed		(991,559	)		(25,207,069	)		(1,259,802	)		(27,791,679	)
Net (decrease) in shares outstanding		(265,530	)	$	(6,045,846	)		405,963		$	7,839,228

41

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

	C Class
	Six Months Ended April 30, 2017						Year Ended October 31, 2016
American Beacon Small Cap Value Fund	Shares			Amount			Shares			Amount
Shares sold		194,732		$	5,000,053			160,094		$	3,424,578
Reinvestment of dividends		11,793			303,207			25,623			534,749
Shares redeemed		(91,235	)		(2,321,088	)		(165,427	)		(3,556,022	)
Net (decrease) in shares outstanding		115,290		$	2,982,172			20,290		$	403,305
	AMR Class(1)
	Six Months Ended April 30, 2017						Year Ended October 31, 2016
American Beacon Small Cap Value Fund	Shares			Amount			Shares			Amount
Shares sold		-		$	-			2,918		$	72,585
Shares redeemed		-			-			(508,200	)		(12,113,189	)
Net (decrease) in shares outstanding		-		$	-			(505,582	)	$	(12,040,604	)
	R6 Class
	February 28, 2017 to April 30, 2017						Year Ended October 31, 2016
American Beacon Small Cap Value Fund	Shares			Amount			Shares			Amount
Shares sold		3,568		$	100,010			-		$	-
Shares redeemed		-			(10	)		-			-
Net (decrease) in shares outstanding		3,568		$	100,000			-		$	-

(1) The AMR Class closed on December 11, 2015.

11.  Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Fund’s financial statements through this date.

42

American Beacon Small Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Institutional Class
	Six Months Ended April 30, 2017			Year Ended October 31,
				2016B			2015			2014A			2013			2012
	(unaudited)
Net asset value, beginning of period	$	24.36		$	24.69		$	27.80		$	28.04		$	21.04		$	18.75
Income from investment operations:
Net investment income		0.07			0.23			0.24			0.17			0.25			0.17
Net gains on investments (both realized and unrealized)		4.37			0.79			0.02			2.18			7.60			2.20
Total income (loss) from investment operations		4.44			1.02			0.26			2.35			7.85			2.37
Less distributions:
Dividends from net investment income		(0.23	)		(0.20	)		(0.19	)		(0.14	)		(0.27	)		(0.08	)
Distributions from net realized gains		(0.62	)		(1.15	)		(3.18	)		(2.45	)		(0.58	)		-
Total distributions		(0.85	)		(1.35	)		(3.37	)		(2.59	)		(0.85	)		(0.08	)
Net asset value, end of period	$	27.95		$	24.36		$	24.69		$	27.80		$	28.04		$	21.04
Total returnC		18.20	%D		4.58	%		0.87	%		8.78	%		38.59	%		12.71	%
Ratios and supplemental data:
Net assets, end of period	$	5,790,008,386		$	4,717,291,753		$	4,313,522,956		$	4,002,884,144		$	3,430,107,382		$	2,189,761,186
Ratios to average net assets:
Expenses, before reimbursements		0.81	%E		0.83	%		0.81	%		0.80	%		0.82	%		0.82	%
Expenses, net of reimbursements		0.81	%E		0.83	%		0.81	%		0.80	%		0.82	%		0.82	%
Net investment income, before expense reimbursements		0.60	%E		1.01	%		0.99	%		0.67	%		1.01	%		0.87	%
Net investment income, net of reimbursements		0.60	%E		1.01	%		0.99	%		0.67	%		1.01	%		0.87	%
Portfolio turnover rate		22	%D		53	%		47	%		73	%		48	%		51	%

^A  On August 19, 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.

^B  On June 20, 2016, Dreman Value Management, LLC was terminated and ceased managing assets of the Small Cap Value Fund, and was replaced by Foundry Asset Management.

^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 U.S. GAAP 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.

43

American Beacon Small Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Y Class
	Six Months Ended April 30, 2017			Year Ended October 31,
				2016B			2015			2014A			2013			2012
	(unaudited)
Net asset value, beginning of period	$	24.06		$	24.41		$	27.52		$	27.81		$	20.89		$	18.66
Income from investment operations:
Net investment income		0.06			0.23			0.23			0.18			0.22			0.15
Net gains on investments (both realized and unrealized)		4.31			0.76			0.01			2.12			7.55			2.19
Total income (loss) from investment operations		4.37			0.99			0.24			2.30			7.77			2.34
Less distributions:
Dividends from net investment income		(0.21	)		(0.19	)		(0.17	)		(0.14	)		(0.27	)		(0.11	)
Distributions from net realized gains		(0.62	)		(1.15	)		(3.18	)		(2.45	)		(0.58	)		-
Total distributions		(0.83	)		(1.34	)		(3.35	)		(2.59	)		(0.85	)		(0.11	)
Net asset value, end of period	$	27.60		$	24.06		$	24.41		$	27.52		$	27.81		$	20.89
Total returnC		18.15	%D		4.49	%		0.79	%		8.67	%		38.45	%		12.58	%
Ratios and supplemental data:
Net assets, end of period	$	354,284,933		$	296,082,333		$	251,360,287		$	190,416,114		$	122,849,739		$	38,982,081
Ratios to average net assets:
Expenses, before reimbursements		0.89	%E		0.90	%		0.90	%		0.89	%		0.91	%		0.91	%
Expenses, net of reimbursements		0.89	%E		0.90	%		0.90	%		0.89	%		0.91	%		0.91	%
Net investment income, before expense reimbursements		0.52	%E		0.94	%		0.90	%		0.58	%		0.74	%		0.77	%
Net investment income, net of reimbursements		0.52	%E		0.94	%		0.90	%		0.58	%		0.74	%		0.77	%
Portfolio turnover rate		22	%D		53	%		47	%		73	%		48	%		51	%

^A  On August 19, 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.

^B  On June 20, 2016, Dreman Value Management, LLC was terminated and ceased managing assets of the Small Cap Value Fund, and was replaced by Foundry Asset Management.

^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 U.S. GAAP 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.

44

American Beacon Small Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Investor Class
	Six Months Ended April 30, 2017			Year Ended October 31,
				2016B			2015			2014A			2013			2012
	(unaudited)
Net asset value, beginning of period	$	23.52		$	23.86		$	26.96		$	27.27		$	20.47		$	18.23
Income from investment operations:
Net investment income		0.05			0.19			0.18			0.10			0.18			0.11
Net gains (losses) on investments (both realized and unrealized)		4.19			0.73			(0.02	)		2.09			7.38			2.13
Total income (loss) from investment operations		4.24			0.92			0.16			2.19			7.56			2.24
Less distributions:
Dividends from net investment income		(0.15	)		(0.11	)		(0.08	)		(0.05	)		(0.18	)		-
Distributions from net realized gains		(0.62	)		(1.15	)		(3.18	)		(2.45	)		(0.58	)		-
Total distributions		(0.77	)		(1.26	)		(3.26	)		(2.50	)		(0.76	)		-
Net asset value, end of period	$	26.99		$	23.52		$	23.86		$	26.96		$	27.27		$	20.47
Total returnC		18.01	%D		4.27	%		0.50	%		8.40	%		38.11	%		12.31	%
Ratios and supplemental data:
Net assets, end of period	$	675,321,870		$	617,552,712		$	723,044,801		$	851,731,763		$	934,041,370		$	748,550,056
Ratios to average net assets:
Expenses, before reimbursements		1.12	%E		1.14	%		1.15	%		1.16	%		1.18	%		1.18	%
Expenses, net of reimbursements		1.12	%E		1.14	%		1.15	%		1.16	%		1.18	%		1.18	%
Net investment income, before expense reimbursements		0.30	%E		0.70	%		0.67	%		0.33	%		0.73	%		0.51	%
Net investment income, net of reimbursements		0.30	%E		0.70	%		0.67	%		0.33	%		0.73	%		0.51	%
Portfolio turnover rate		22	%D		53	%		47	%		73	%		48	%		51	%

^A  On August 19, 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.

^B  On June 20, 2016, Dreman Value Management, LLC was terminated and ceased managing assets of the Small Cap Value Fund, and was replaced by Foundry Asset Management.

^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 U.S. GAAP 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.

45

American Beacon Small Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Advisor ClassC
	Six Months Ended April 30, 2017			Year Ended October 31,
				2016B			2015			2014A			2013			2012
	(unaudited)
Net asset value, beginning of period	$	23.22		$	23.60		$	26.69		$	27.06		$	20.35		$	18.15
Income from investment operations:
Net investment income		0.14			0.12			0.13			0.06			0.14			0.06
Net gains on investments (both realized and unrealized)		4.04			0.73			0.01			2.07			7.34			2.14
Total income (loss) from investment operations		4.18			0.85			0.14			2.13			7.48			2.20
Less distributions:
Dividends from net investment income		(0.11	)		(0.08	)		(0.05	)		(0.05	)		(0.19	)		-
Distributions from net realized gains		(0.62	)		(1.15	)		(3.18	)		(2.45	)		(0.58	)		-
Total distributions		(0.73	)		(1.23	)		(3.23	)		(2.50	)		(0.77	)		-
Net asset value, end of period	$	26.67		$	23.22		$	23.60		$	26.69		$	27.06		$	20.35
Total returnD		17.98	%E		4.01	%		0.41	%		8.22	%		37.93	%		12.12	%
Ratios and supplemental data:
Net assets, end of period	$	105,154,609		$	110,205,158		$	98,224,328		$	102,681,998		$	88,032,906		$	44,730,536
Ratios to average net assets:
Expenses, before reimbursements		1.30	%F		1.31	%		1.31	%		1.29	%		1.31	%		1.32	%
Expenses, net of reimbursements		1.30	%F		1.31	%		1.31	%		1.29	%		1.31	%		1.32	%
Net investment income, before expense reimbursements		0.14	%F		0.53	%		0.51	%		0.18	%		0.46	%		0.35	%
Net investment income, net of reimbursements		0.14	%F		0.53	%		0.51	%		0.18	%		0.46	%		0.35	%
Portfolio turnover rate		22	%D		53	%		47	%		73	%		48	%		51	%

^A  On August 19, 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.

^B  On June 20, 2016, Dreman Value Management, LLC was terminated and ceased managing assets of the Small Cap Value Fund, and was replaced by Foundry Asset Management.

^C  On January 15, 2016, the Retirement Class closed and the assets were merged into the Advisor Class.

^D  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 U.S. GAAP 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.

^E  Not annualized.

^F  Annualized.

46

American Beacon Small Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	A Class
	Six Months Ended April 30, 2017			Year Ended October 31,
				2016B			2015			2014A			2013			2012
	(unaudited)
Net asset value, beginning of period	$	23.14		$	23.54		$	26.63		$	27.03		$	20.35		$	18.19
Income from investment operations:
Net investment income		0.04			0.15			0.13			0.11			0.16			0.08
Net gains on investments (both realized and unrealized)		4.13			0.73			0.02			2.03			7.30			2.12
Total income (loss) from investment operations		4.17			0.88			0.15			2.14			7.46			2.20
Less distributions:
Dividends from net investment income		(0.13	)		(0.13	)		(0.06	)		(0.09	)		(0.20	)		(0.04	)
Distributions from net realized gains		(0.62	)		(1.15	)		(3.18	)		(2.45	)		(0.58	)		-
Total distributions		(0.75	)		(1.28	)		(3.24	)		(2.54	)		(0.78	)		(0.04	)
Net asset value, end of period	$	26.56		$	23.14		$	23.54		$	26.63		$	27.03		$	20.35
Total returnC		18.01	%D		4.17	%		0.45	%		8.30	%		37.83	%		12.11	%
Ratios and supplemental data:
Net assets, end of period	$	65,572,772		$	63,277,387		$	54,815,183		$	29,569,753		$	13,417,645		$	4,064,204
Ratios to average net assets:
Expenses, before reimbursements		1.20	%E		1.21	%		1.21	%		1.27	%		1.35	%		1.44	%
Expenses, net of reimbursements		1.20	%E		1.21	%		1.22	%		1.27	%		1.32	%		1.34	%
Net investment income, before expense reimbursements		0.22	%E		0.64	%		0.56	%		0.19	%		0.30	%		0.21	%
Net investment income, net of reimbursements		0.22	%E		0.64	%		0.54	%		0.20	%		0.34	%		0.32	%
Portfolio turnover rate		22	%D		53	%		47	%		73	%		48	%		51	%

^A  On August 19, 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.

^B  On June 20, 2016, Dreman Value Management, LLC was terminated and ceased managing assets of the Small Cap Value Fund, and was replaced by Foundry Asset Management.

^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 U.S. GAAP 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.

47

American Beacon Small Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	C Class
	Six Months Ended April 30, 2017			Year Ended October 31,
				2016B			2015			2014A			2013			2012
	(unaudited)
Net asset value, beginning of period	$	22.39		$	22.84		$	26.05		$	26.60		$	20.07		$	18.04
Income from investment operations:
Net investment income (loss)		(0.03	)		(0.02	)		0.03			(0.07	)		0.03			(0.03	)
Net gains (losses) on investments (both realized and unrealized)		3.96			0.72			(0.06	)		1.97			7.17			2.06
Total income (loss) from investment operations		3.93			0.70			(0.03	)		1.90			7.20			2.03
Less distributions:
Dividends from net investment income		-			-			-			-			(0.09	)		-
Distributions from net realized gains		(0.62	)		(1.15	)		(3.18	)		(2.45	)		(0.58	)		-
Total distributions		(0.62	)		(1.15	)		(3.18	)		(2.45	)		(0.67	)		-
Net asset value, end of period	$	25.70		$	22.39		$	22.84		$	26.05		$	26.60		$	20.07
Total returnC		17.53	%D		3.42	%		(0.31	)%		7.46	%		36.88	%		11.25	%
Ratios and supplemental data:
Net assets, end of period	$	16,670,440		$	11,938,196		$	11,718,580		$	9,676,368		$	6,396,419		$	2,329,911
Ratios to average net assets:
Expenses, before reimbursements		1.94	%E		1.96	%		1.97	%		2.03	%		2.09	%		2.21	%
Expenses, net of reimbursements		1.94	%E		1.96	%		1.98	%		2.03	%		2.07	%		2.10	%
Net investment (loss), before expense reimbursements		(0.56	)%E		(0.12	)%		(0.17	)%		(0.56	)%		(0.41	)%		(0.54	)%
Net investment (loss), net of reimbursements		(0.56	)%E		(0.12	)%		(0.17	)%		(0.56	)%		(0.39	)%		(0.43	)%
Portfolio turnover rate		22	%D		53	%		47	%		73	%		48	%		51	%

^A  On August 19, 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.

^B  On June 20, 2016, Dreman Value Management, LLC was terminated and ceased managing assets of the Small Cap Value Fund, and was replaced by Foundry Asset Management.

^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 U.S. GAAP 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.

48

American Beacon Small Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	R6 Class
	February 28, 2017 A to April 30, 2017
	(unaudited)
Net asset value, beginning of period	$	28.03
Income from investment operations:
Net investment income		0.02
Net gains (losses) on investments (both realized and unrealized)		(0.10	)
Total income (loss) from investment operations		(0.08	)
Net asset value, end of period	$	27.95
Total returnD		18.25	%C
Ratios and supplemental data:
Net assets, end of period	$	99,698
Ratios to average net assets:
Expenses, before reimbursements		3.05	%B
Expenses, net of reimbursements		0.82	%B
Net investment income, before expense reimbursements		2.68	%B
Net investment income, net of reimbursements		0.50	%B
Portfolio turnover rate		22	%C

^A  Commencement of operations.

^B  Annualized.

^C  Not annualized.

^D  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 U.S. GAAP 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.

49

This page intentionally left blank.

50

This page intentionally left blank.

51

This page intentionally left blank.

52

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:	On the Internet:
american_beacon.funds@ambeacon.com	Visit our website at www.americanbeaconfunds.com
By Telephone: Institutional, Y, and Investor Classes Call (800) 658-5811	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. 20549-2736. Information regarding the operation of the SEC’s Public Reference Room may be obtained by calling (800)-SEC-0330. A complete schedule of the American Beacon Small Cap Value 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, TX 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 4/17

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.

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.

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.

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, 2017

Contents

President’s Message	1
Performance Overviews	2
Expense Examples	7
Schedules of Investments:
American Beacon Balanced Fund	9
American Beacon Mid-Cap Value Fund	24
Financial Statements	30
Notes to Financial Statements	34
Financial Highlights:
American Beacon Balanced Fund	58
American Beacon Mid-Cap Value Fund	64

Additional Fund Information Back Cover

President’s Message

Dear Shareholders,   In the weeks ahead of the U.S. presidential election on November 8, 2016, uncertainty about the outcome caused many investors to stay on the sidelines. Some investors questioned whether the election’s result would have negative consequences for their portfolios, although elections have rarely had a lasting effect on the market.   Following the election, the markets responded positively to aspects of the incoming administration’s proposed plans for economic growth; i.e., repatriating jobs from overseas, relaxing regulations, lowering taxes and increasing infrastructure spending. From Election Day 2016 to Inauguration Day 2017, the S&P 500 Index – a broad measure of the performance of large U.S. companies – climbed approximately 6%. During the

administration’s first 100 days (Inauguration Day to April 30), the same market bellwether gained approximately 5%.

Then on March 15, 2017, as economists had anticipated, the Federal Reserve increased the federal funds rate by 0.25% to a range of 0.75% to 1.00%. It was the third increase since 2008. The Federal Open Market Committee’s confidence in the improving U.S. economy was previously exhibited in December 2016 and December 2015. Economists anticipate two additional increases in 2017.

For the six months ended April 30, 2017:

• American Beacon Balanced Fund (Investor Class) returned 9.08%.

• American Beacon Mid-Cap Value Fund (Investor Class) returned 16.07%.

For the same time period, the Russell 1000 Value Index, which represents large-cap value stocks, returned 11.69%; the Bloomberg Barclays Capital U.S. Aggregate Index, which represents investment-grade, fixed-income securities, returned -0.67%; and the Russell Midcap Value Index, which measures the performance of domestic mid-cap value funds, returned 12.42%.

At American Beacon Advisors, we are proud to offer a broad range of domestic and global equity and fixed-income funds sub-advised by experienced asset managers who employ distinctive investment processes to manage assets through a variety of economic and market conditions. Together, we work diligently to help our shareholders meet their long-term financial goals.

Thank you for your continued interest in 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, 2017 (Unaudited)

The Investor Class of the American Beacon Balanced Fund (the “Fund”) returned 9.08% for the six months ended April 30, 2017, outperforming the 60% Russell 1000^® Value Index/40% Bloomberg Barclays Capital U.S. Aggregate Index return of 6.67% for the same period.

Total Returns for the Period ended 4/30/17
	Ticker	6 Months*			1 Year			3 Years			5 Years			10 Years
Institutional Class (1,7)	AADBX		9.29	%		12.50	%		5.41	%		8.98	%		5.41	%
Y Class (1,2,7)	ACBYX		9.49	%		12.52	%		5.38	%		8.91	%		5.34	%
Investor Class (1,7)	AABPX		9.08	%		12.01	%		5.04	%		8.59	%		5.06	%
Advisor Class (1,7)	ABLSX		8.99	%		11.80	%		4.85	%		8.41	%		4.88	%
A Class with sales charge (1,3,7)	ABFAX		2.74	%		5.50	%		2.92	%		7.20	%		4.37	%
A Class without sales charge (1,3,7)	ABFAX		9.05	%		11.93	%		4.97	%		8.48	%		4.99	%
C Class with sales charge (1,4,7)	ABCCX		7.63	%		10.06	%		4.18	%		7.67	%		4.45	%
C Class without sales charge (1,4,7)	ABCCX		8.63	%		11.06	%		4.18	%		7.67	%		4.45	%
Balanced Composite Index (5,6)			6.67	%		10.10	%		6.15	%		8.94	%		5.38	%
Russell 1000® Value Index (5,6)			11.69	%		16.55	%		8.26	%		13.32	%		5.53	%
Bloomberg Barclays Capital U.S. Aggregate Index (5,6)			(0.67	)%		0.83	%		2.66	%		2.27	%		4.30	%

* 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 total returns achieved by the Institutional Class from 4/30/07 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. Therefore, total returns shown may be higher than they would have been had the Y Class been in existence since 4/30/07. A portion of the fees charged to the Y Class of the Fund was waived in 2011, 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 total returns achieved by the Investor Class from 4/30/07 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. Therefore, total returns shown may be higher than they would have been had the A Class been in existence since 4/30/07. A portion of the fees charged to the A Class of the Fund was waived in 2011 and 2012, partially recovered in 2013 and fully 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%.

4. Fund performance for the ten-year period represents the total returns achieved by the Investor Class from 4/30/07 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. Therefore, total returns shown may be higher than they would have been had the C Class been in existence since 4/30/07. 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% for shares redeemed within one year of the date of purchase.

5. 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 Bloomberg Barclays Capital U.S. Aggregate Index have been combined in a 60%/40% proportion.

6. 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 values. Russell 1000 Value Index and Russell 1000 Index are registered trademarks of Frank Russell Company. Frank Russell Company (“Russell”) is the source and owner of the trademarks, service marks and copyrights related to the Russell Indexes. Russell^® is a trademark of Frank Russell Company. Neither Russell nor its licensors accept any liability for any errors or omissions in the Russell Indexes and/or Russell ratings or underlying data, and no party may rely on any Russell Indexes and/or Russell ratings and/or underlying data contained in this communication. No further distribution of Russell Data is permitted without Russell’s express written consent. Russell does not promote, sponsor or endorse the content of this communication. The Bloomberg Barclays Capital U.S. 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, Advisor, A, and C Class shares was 0.63%, 0.73%, 0.96%, 1.13%, 1.03%, 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.

2

American Beacon Balanced Fund^SM

Performance Overview

April 30, 2017 (Unaudited)

During the six-month period, the Fund’s assets on average were invested 67% in equities (including equitized cash) and 33% in fixed-income securities, ending the period with approximately the same allocation.

The equity portion of the Fund (excluding equitized cash) returned 13.9% for the period, outperforming the Russell 1000 Value Index (the “Index”) return of 11.7%. The Fund outperformed the Index as both stock selection and sector allocation added value relative to the Index.

Stock selections in the Information Technology, Health Care, and Financials sectors contributed the majority of the outperformance during the six-month period. In the Information Technology sector, Micron Technology Inc. (up 60.5%) was the largest contributor, followed closely by off-benchmark Ericsson (LM) Tel Sp. ADR (up 32.6%). In Health Care, positions in Anthem (up 45.8%) and off-benchmark Sanofi ADR (up 20.9%) both had a positive impact on performance. In the Financials sector, the Fund’s position in Bank of America Corp. (up 42.0%) and off-benchmark Blackstone Group Lp. (up 30.7%) contributed to the outperformance. The above well-performing sectors outweighed negative contribution from an investment in off-benchmark Michael Kors Holdings Ltd. (down 28.5%) within the Consumer Discretionary sector.

The Fund’s underweight to Real Estate (up 4.2%), the second worst performing sector in the Index, and underweight to Consumer Staples (up 6.2%) helped performance the most through sector allocation. On the other hand, being overweight in Consumer Discretionary weighed on the Fund’s relative value.

The fixed-income portion of the Fund returned -0.3% for the six-month period, outperforming the Bloomberg Barclays Capital U.S. Aggregate Index (the “Barclays Index”) return of -0.7%. The Fund’s fixed-income excess performance relative to the Barclays Index was due to both positive sector allocation and security selection. The Fund’s selections within U.S. Treasuries (down 0.3%) added relative value. Good selection and an overweight allocation to the Manufacturing sector also benefited the Fund, as did an overweight to the Finance sector. From a duration perspective, the portfolio was helped most by overweighting the 0 to 1 year range, as well as good selections in the 5 to 7 year range.

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)
U.S. Treasury Notes/Bonds, 1.00%, Due 7/31/2018		5.1
Citigroup, Inc.		2.8
Bank of America Corp.		2.3
American International Group, Inc.		1.6
JPMorgan Chase & Co.		1.6
BP PLC		1.5
Microsoft Corp.		1.4
Oracle Corp.		1.3
Wells Fargo & Co.		1.2
Anthem, Inc.		1.2
Total Fund Holdings	491
Sector Allocation (% Equities)
Financials		27.7
Information Technology		14.0
Industrials		12.1
Energy		11.4
Health Care		11.0
Consumer Discretionary		10.9
Materials		4.7
Consumer Staples		4.1
Telecommunication Services		2.2
Utilities		1.9

3

American Beacon Balanced Fund^SM

Performance Overview

April 30, 2017 (Unaudited)

Sector Allocation (% Fixed Income)
U.S. Treasury Obligations	45.8
U.S. Agency Mortgage-Backed Obligations	15.7
Financial	10.8
Consumer, Non-cyclical	4.2
Technology	3.6
Consumer, Cyclical	3.3
Communications	3.2
Commercial Mortgage-Backed Obligations	2.9
Industrial	2.7
Utilities	2.0
Asset-Backed Obligations	1.9
Energy	1.8
Basic Materials	0.9
Municipal Obligations	0.8
Foreign Sovereign	0.2
Foreign Government Obligations	0.2

4

American Beacon Mid-Cap Value Fund^SM

Performance Overview

April 30, 2017 (Unaudited)

The Investor Class of the American Beacon Mid-Cap Value Fund (the “Fund”) returned 16.07% for the six months ended April 30, 2017. The Fund outperformed the Russell Midcap^® Value Index (the “Index”) return of 12.42% for the same period.

Total Returns for the Period ended 4/30/17
	Ticker	6 Months			1 Year			3 Years			5 Years			10 Years
Institutional Class (1,3,9)	AACIX		16.18	%		19.76	%		8.05	%		13.51	%		7.41	%
Y Class (1,4,9)	ACMYX		16.15	%		19.68	%		8.00	%		13.43	%		7.37	%
Investor Class (1,2,9)	AMPAX		16.07	%		19.45	%		7.81	%		13.24	%		7.22	%
Advisor Class (1,5,9)	AMCSX		15.92	%		19.14	%		7.49	%		12.92	%		6.93	%
A Class with sales charge (1,6,9)	ABMAX		9.23	%		12.40	%		5.55	%		11.69	%		6.35	%
A Class without sales charge (1,6,9)	ABMAX		15.93	%		19.23	%		7.64	%		13.03	%		6.98	%
C Class with sales charge (1,7,9)	AMCCX		14.54	%		17.40	%		6.82	%		12.18	%		6.45	%
C Class without sales charge (1,7,9)	AMCCX		15.54	%		18.40	%		6.82	%		12.18	%		6.45	%
Russell Midcap® Value Index (8)			12.42	%		17.52	%		8.86	%		14.26	%		7.16	%

* 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 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. 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 actual returns shown from 2007 through 2013.

4. Fund performance for the ten-year period represents the total returns achieved by the Institutional Class from 4/30/07 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. As a result, total returns shown may be higher than they would have been had the Y Class been in existence since 4/30/07. A portion of the fees charged to the Y Class of the Fund was waived from 2010 through 2013. Performance prior to waiving fees was lower than the actual returns shown from 2010 through 2013.

5. Fund performance for the ten-year period represents the total returns achieved by the Investor Class from 4/30/07 to 6/29/07, the inception date of the Advisor Class, and the returns of the Advisor Class since its inception. Expenses of the Investor Class 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 4/30/07. A portion of the fees charged to the Advisor 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.

6. Fund performance for the ten-year period represents the total returns achieved by the Investor Class from 4/30/07 to 5/17/10, the inception date of the A Class, and the returns of the A Class since its inception. Expenses of the Investor Class 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 4/30/07. A portion of the fees charged to the A Class of the Fund was waived from 2010 through 2012 and fully recovered in 2013. Performance prior to waiving fees was lower than the actual returns shown from 2010 through 2012. A Class shares have a maximum sales charge of 5.75%.

7. Fund performance for the ten-year period represents the total returns achieved by the Investor Class from 4/30/07 to 9/1/10, the inception date of the C Class, and the returns of the C Class since its inception. Expenses of the Investor Class 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 4/30/07. 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 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. Frank Russell Company (“Russell”) is the source and owner of the trademarks, service marks and copyrights related to the Russell Indexes. Russell^® is a trademark of Frank Russell Company. Neither Russell nor its licensors accept any liability for any errors or omissions in the Russell Indexes and/or Russell ratings or underlying data, and no party may rely on any Russell Indexes and/or Russell ratings and/or underlying data contained in this communication. No further distribution of Russell Data is permitted without Russell’s express written consent. Russell does not promote, sponsor or endorse the content of this communication. One cannot directly invest in an index.

5

American Beacon Mid-Cap Value Fund^SM

Performance Overview

April 30, 2017 (Unaudited)

9. The Total Annual Fund Operating Expense ratios set forth in the most recent Fund prospectus for the Institutional, Y, Investor, Advisor, A, and C Class shares was 0.90%, 0.97%, 1.13%, 1.41%, 1.27%, and 2.05%, 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 relative value.

The Fund’s performance related to security selection was mostly attributed to investments in the Consumer Discretionary and Real Estate sectors. Holdings in the Consumer Discretionary sector contributing to performance included Wyndham Worldwide (up 48.4%), Royal Caribbean Cruises (up 40.7%) and Dana (up 28.9%). In the Real Estate sector The GEO Group (up 123.3%) was the largest contributor. Not owning Kimco Realty, which was down 22.0% in the Index, also added relative value. The aforementioned performance was somewhat offset by the Fund’s absence from Micron Technology, up 61.3% in the Index, which detracted from performance in the Information Technology sector.

From a sector allocation perspective, the Fund’s significant underweight positions in the Real Estate and Utilities sectors added value relative to the Index. An overweight in Financials, the second best performing sector, also contributed to performance.

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)
Dover Corp.		1.9
Lamar Advertising Co.		1.8
Murphy Oil Corp.		1.7
Pinnacle West Capital Corp.		1.7
Royal Caribbean Cruises Ltd.		1.7
FNF Group		1.6
Cardinal Health, Inc.		1.6
Willis Towers Watson PLC		1.5
KeyCorp		1.4
TransDigm Group, Inc.		1.4
Total Fund Holdings	124
Sector Allocation (% Equities)
Financials		24.6
Consumer Discretionary		15.0
Industrials		15.0
Information Technology		11.1
Energy		9.3
Health Care		7.6
Utilities		5.7
Materials		5.5
Real Estate		4.5
Consumer Staples		1.7

6

American Beacon Funds^SM

Expense Examples

April 30, 2017 (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, distribution (12b-1) fees, and other Fund expenses. The Examples are intended to help you understand the ongoing cost (in dollars) of investing in the Funds 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, 2016 through April 30, 2017.

Actual Expenses

The “Actual” lines of the 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 = $8.60), then multiply the result by the “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 tables 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 Funds 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 Funds 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 Funds, 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 “Hypothetical” lines of the 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

Expense Examples

April 30, 2017 (Unaudited)

American Beacon Balanced Fund
	Beginning Account Value 11/1/2016		Ending Account Value 4/30/2017		Expenses Paid During Period 11/1/2016-4/30/2017*
Institutional Class
Actual		$1,000.00		$1,092.90		$2.91
Hypothetical**		$1,000.00		$1,022.00		$2.81
Y Class
Actual		$1,000.00		$1,094.90		$3.48
Hypothetical**		$1,000.00		$1,021.50		$3.36
Investor Class
Actual		$1,000.00		$1,090.80		$4.56
Hypothetical**		$1,000.00		$1,020.40		$4.41
Advisor Class
Actual		$1,000.00		$1,089.90		$5.54
Hypothetical**		$1,000.00		$1,019.50		$5.36
A Class
Actual		$1,000.00		$1,090.50		$5.03
Hypothetical**		$1,000.00		$1,020.00		$4.86
C Class
Actual		$1,000.00		$1,086.30		$8.90
Hypothetical**		$1,000.00		$1,016.30		$8.60

* Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 0.56%, 0.67%, 0.88%, 1.07%, 0.97%, and 1.72% for the Institutional, Y, Investor, Advisor, 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.

American Beacon Mid-Cap Value Fund
	Beginning Account Value 11/1/2016		Ending Account Value 4/30/2017		Expenses Paid During Period 11/1/2016-4/30/2017*
Institutional Class
Actual		$1,000.00		$1,161.80		$4.72
Hypothetical**		$1,000.00		$1,020.40		$4.41
Y Class
Actual		$1,000.00		$1,161.50		$5.14
Hypothetical**		$1,000.00		$1,020.00		$4.81
Investor Class
Actual		$1,000.00		$1,160.70		$5.84
Hypothetical**		$1,000.00		$1,019.40		$5.46
Advisor Class
Actual		$1,000.00		$1,159.20		$7.44
Hypothetical**		$1,000.00		$1,017.90		$6.95
A Class
Actual		$1,000.00		$1,159.30		$6.80
Hypothetical**		$1,000.00		$1,018.50		$6.36
C Class
Actual		$1,000.00		$1,155.40		$10.85
Hypothetical**		$1,000.00		$1,014.70		$10.14

* Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 0.88%, 0.96%, 1.09%, 1.39%, 1.27%, and 2.03% for the Institutional, Y, Investor, Advisor, 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.

8

American Beacon Balanced Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Shares		Fair Value
COMMON STOCKS - 61.64%
Consumer Discretionary - 6.75%
Auto Components - 1.22%
Adient PLC		7,832		$	576,122
Goodyear Tire & Rubber Co.		59,108			2,141,483
Magna International, Inc.		45,527			1,901,662
					4,619,267
Automobiles - 1.85%
Ford Motor Co.		51,017			585,165
General Motors Co.		121,532			4,209,869
Harley-Davidson, Inc.		6,441			365,913
Honda Motor Co., Ltd., ADR		13,493			392,646
Toyota Motor Corp., ADR		13,541			1,464,324
					7,017,917
Hotels, Restaurants & Leisure - 0.40%
Carnival Corp.		10,842			669,710
Norwegian Cruise Line Holdings Ltd.A		15,565			839,421
					1,509,131
Household Durables - 0.35%
DR Horton, Inc.		27,611			908,126
Tupperware Brands Corp.		5,813			417,431
					1,325,557
Media - 1.54%
CBS Corp., Class B, NVRB		30,067			2,001,260
Comcast Corp., Class A		33,460			1,311,297
Discovery Communications, Inc., Class AA		59,600			1,715,288
Discovery Communications, Inc.A		17,299			484,026
Omnicom Group, Inc.		4,186			343,754
					5,855,625
Multiline Retail - 0.49%
Dollar General Corp.		19,489			1,417,045
Target Corp.		7,728			431,609
					1,848,654
Specialty Retail - 0.72%
Bed Bath & Beyond, Inc.		19,424			752,680
Lowe’s Cos., Inc.		23,226			1,971,423
					2,724,103
Textiles, Apparel & Luxury Goods - 0.18%
Michael Kors Holdings Ltd.A		18,703			698,183
Total Consumer Discretionary					25,598,437
Consumer Staples - 2.51%
Food & Staples Retailing - 0.95%
CVS Health Corp.		34,804			2,869,242
Wal-Mart Stores, Inc.		9,640			724,735
					3,593,977
Food Products - 0.24%
Bunge Ltd.		5,770			456,003
Kellogg Co.		6,292			446,732
					902,735

See accompanying notes

9

American Beacon Balanced Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Shares		Fair Value
Consumer Staples - 2.51% (continued)
Tobacco - 1.32%
Altria Group, Inc.		21,820		$	1,566,240
Imperial Brands PLC, ADR		31,107			1,546,702
Philip Morris International, Inc.		17,033			1,887,938
					5,000,880
Total Consumer Staples					9,497,592
Energy - 7.05%
Energy Equipment & Services - 0.25%
Helmerich & Payne, Inc.		8,100			491,184
Oceaneering International, Inc.		17,155			452,721
					943,905
Oil, Gas & Consumable Fuels - 6.80%
Anadarko Petroleum Corp.		27,997			1,596,389
Apache Corp.		44,067			2,143,419
BP PLC, ADR		166,162			5,702,680
Canadian Natural Resources Ltd.		87,865			2,800,257
Chevron Corp.		17,781			1,897,233
Cobalt International Energy, Inc.A		178,043			69,633
ConocoPhillips		40,735			1,951,614
Devon Energy Corp.		36,807			1,453,508
Hess Corp.		31,032			1,515,292
Kosmos Energy Ltd.A		67,069			403,085
Marathon Oil Corp.		122,231			1,817,575
Murphy Oil Corp.		45,275			1,185,299
Phillips 66		26,379			2,098,713
Royal Dutch Shell PLC, Class A, ADR		22,235			1,160,445
					25,795,142
Total Energy					26,739,047
Financials - 17.07%
Banks - 9.02%
Bank of America Corp.		367,972			8,588,466
BNP Paribas S.A., ADRC		26,000			919,100
CIT Group, Inc.		6,650			307,962
Citigroup, Inc.		178,373			10,545,412
Citizens Financial Group		33,968			1,246,965
JPMorgan Chase & Co.		68,314			5,943,318
PNC Financial Services Group, Inc.		8,703			1,042,184
Popular, Inc.		25,298			1,060,239
Wells Fargo & Co.		84,913			4,571,716
					34,225,362
Capital Markets - 2.56%
Bank of New York Mellon Corp.		8,915			419,540
Blackstone Group MLP		75,730			2,335,513
Goldman Sachs Group, Inc.		3,897			872,149
KKR & Co. MLP		182,284			3,459,750
Morgan Stanley		27,437			1,189,943
State Street Corp.		17,306			1,451,973
					9,728,868
Consumer Finance - 1.66%
Capital One Financial Corp.		30,023			2,413,249
Navient Corp.		45,230			687,496
OneMain Holdings, Inc.A		20,865			486,572

See accompanying notes

10

American Beacon Balanced Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Shares		Fair Value
Financials - 17.07% (continued)
Consumer Finance - 1.66% (continued)
Santander Consumer USA Holdings, Inc.A		75,579		$	962,876
SLM Corp.A		74,156			929,916
Synchrony Financial		29,506			820,267
					6,300,376
Diversified Financial Services - 0.54%
Berkshire Hathaway, Inc., Class BA		12,342			2,039,022
Insurance - 3.02%
Allstate Corp.		5,262			427,748
American International Group, Inc.		100,621			6,128,825
MetLife, Inc.		27,726			1,436,484
Travelers Companies, Inc.		10,457			1,272,199
XL Group Ltd.		51,937			2,173,563
					11,438,819
Mortgage Real Estate Investment Trusts (REITs) - 0.12%
Two Harbors Investment Corp.		44,757			447,123
Thrifts & Mortgage Finance - 0.15%
Radian Group, Inc.		34,261			578,326
Total Financials					64,757,896
Health Care - 6.75%
Biotechnology - 0.75%
AbbVie, Inc.		12,085			796,885
Biogen, Inc.A		2,072			561,947
Celgene Corp.A		5,686			705,348
Gilead Sciences, Inc.		11,420			782,841
					2,847,021
Health Care Equipment & Supplies - 1.05%
Medtronic PLC		42,126			3,500,249
Zimmer Biomet Holdings, Inc.		4,132			494,394
					3,994,643
Health Care Providers & Services - 1.18%
Anthem, Inc.		25,233			4,488,698
Pharmaceuticals - 3.77%
GlaxoSmithKline PLC, ADR		31,043			1,269,659
Horizon Pharma PLCA		38,412			590,777
Jazz Pharmaceuticals PLCA		3,393			540,437
Johnson & Johnson		15,986			1,973,792
Mallinckrodt PLCA		17,712			831,047
Merck & Co., Inc.		33,331			2,077,521
Mylan N.V.A		18,744			700,088
Pfizer, Inc.		89,863			3,048,153
Sanofi, ADR		68,671			3,248,138
					14,279,612
Total Health Care					25,609,974
Industrials - 7.43%
Aerospace & Defense - 1.62%
Boeing Co.		7,205			1,331,700
Embraer S.A., ADR		16,724			321,101
General Dynamics Corp.		3,611			699,776

See accompanying notes

11

American Beacon Balanced Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Shares		Fair Value
Industrials - 7.43% (continued)
Aerospace & Defense - 1.62% (continued)
Raytheon Co.		11,054		$	1,715,691
Rockwell Collins, Inc.		13,064			1,359,832
United Technologies Corp.		6,147			731,431
					6,159,531
Airlines - 1.21%
American Airlines Group, Inc.		49,344			2,103,041
Delta Air Lines, Inc.		54,645			2,483,069
					4,586,110
Building Products - 0.86%
Johnson Controls International PLC		78,429			3,260,294
Construction & Engineering - 0.51%
AECOMA		21,981			751,970
Chicago Bridge & Iron Co. N.V.		21,477			646,028
Fluor Corp.		10,746			551,485
					1,949,483
Electrical Equipment - 0.40%
Eaton Corp. PLC		20,206			1,528,382
Industrial Conglomerates - 1.03%
Honeywell International, Inc.		13,267			1,739,834
Koninklijke Philips N.V.		62,326			2,145,261
					3,885,095
Machinery - 1.22%
CNH Industrial N.V.		147,280			1,634,808
Cummins, Inc.		12,672			1,912,712
PACCAR, Inc.		6,139			409,655
Parker-Hannifin Corp.		4,099			659,119
					4,616,294
Trading Companies & Distributors - 0.58%
AerCap Holdings N.V.A		48,091			2,212,667
Total Industrials					28,197,856
Information Technology - 8.61%
Communications Equipment - 1.25%
Cisco Systems, Inc.		74,171			2,527,006
Telefonaktiebolaget LM Ericsson, Sponsored ADR		340,520			2,209,975
					4,736,981
Electronic Equipment, Instruments & Components - 1.23%
Corning, Inc.		87,495			2,524,231
IPG Photonics Corp.A		9,734			1,229,599
TE Connectivity Ltd.		11,758			909,716
					4,663,546
IT Services - 0.33%
First Data Corp., Class AA		55,800			871,596
Teradata Corp.A		13,418			391,537
					1,263,133
Semiconductors & Semiconductor Equipment - 1.48%
Intel Corp.		21,079			762,006

See accompanying notes

12

American Beacon Balanced Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Shares		Fair Value
Information Technology - 8.61% (continued)
Semiconductors & Semiconductor Equipment - 1.48% (continued)
Micron Technology, Inc.A		112,235		$	3,105,542
QUALCOMM, Inc.		28,684			1,541,478
Versum Materials, Inc.		5,944			190,327
					5,599,353
Software - 2.74%
Microsoft Corp.		77,455			5,302,569
Oracle Corp.		113,465			5,101,387
					10,403,956
Technology Hardware, Storage & Peripherals - 1.58%
Apple, Inc.		11,758			1,689,037
Hewlett Packard Enterprise Co.		231,408			4,311,131
					6,000,168
Total Information Technology					32,667,137
Materials - 2.92%
Chemicals - 1.79%
Air Products & Chemicals, Inc.		14,732			2,069,846
Dow Chemical Co.		43,811			2,751,331
Eastman Chemical Co.		16,485			1,314,679
LyondellBasell Industries N.V., Class A		7,517			637,141
					6,772,997
Containers & Packaging - 0.53%
Crown Holdings, Inc.A		24,335			1,364,950
International Paper Co.		12,225			659,783
					2,024,733
Metals & Mining - 0.33%
Reliance Steel & Aluminum Co.		15,987			1,260,095
Paper & Forest Products - 0.27%
Louisiana-Pacific Corp.A		39,909			1,027,258
Total Materials					11,085,083
Telecommunication Services - 1.35%
Diversified Telecommunication Services - 0.91%
AT&T, Inc.		52,340			2,074,234
Verizon Communications, Inc.		29,438			1,351,499
					3,425,733
Wireless Telecommunication Services - 0.44%
Vodafone Group PLC, Sponsored ADR		64,032			1,676,998
Total Telecommunication Services					5,102,731
Utilities - 1.20%
Electric Utilities - 0.48%
Entergy Corp.		15,413			1,175,395
PPL Corp.		8,347			318,104
Southern Co.		6,143			305,922
					1,799,421
Independent Power and Renewable Electricity Producers - 0.52%
Calpine Corp.A		194,868			1,987,654

See accompanying notes

13

American Beacon Balanced Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Shares			Fair Value
Utilities - 1.20% (continued)
Multi-Utilities - 0.20%
CenterPoint Energy, Inc.			26,782		$	764,090
Total Utilities						4,551,165
Total Common Stocks (Cost $183,700,651)						233,806,918
	Principal Amount
CORPORATE OBLIGATIONS - 9.37%
Basic Materials - 0.23%
Dow Chemical Co.,
4.13%, Due 11/15/2021		$	145,000			154,030
3.50%, Due 10/1/2024			299,000			306,791
EI du Pont de Nemours & Co., 2.20%, Due 5/1/2020			70,000			70,109
Monsanto Co., 1.15%, Due 6/30/2017			171,000			170,929
Nucor Corp.,
4.13%, Due 9/15/2022			77,000			82,452
4.00%, Due 8/1/2023			80,000			84,719
						869,030
Communications - 0.60%
AT&T, Inc.,
4.45%, Due 4/1/2024			80,000			84,203
3.40%, Due 5/15/2025			169,000			164,577
4.50%, Due 5/15/2035			106,000			100,392
6.35%, Due 3/15/2040			58,000			66,339
CBS Corp., 3.38%, Due 3/1/2022			337,000			346,431
Comcast Corp.,
5.88%, Due 2/15/2018			198,000			204,767
3.15%, Due 3/1/2026			84,000			83,480
6.55%, Due 7/1/2039			217,000			285,758
Time Warner, Inc.,
4.88%, Due 3/15/2020			217,000			232,735
4.75%, Due 3/29/2021			157,000			169,505
Verizon Communications, Inc.,
4.60%, Due 4/1/2021			173,000			186,382
4.13%, Due 3/16/2027			176,000			179,968
Viacom, Inc., 4.50%, Due 2/27/2042			217,000			189,341
						2,293,878
Consumer, Cyclical - 1.10%
American Honda Finance Corp.,
1.70%, Due 2/22/2019			140,000			140,062
3.88%, Due 9/21/2020E			250,000			263,899
CVS Health Corp., 2.13%, Due 6/1/2021			104,000			102,623
Daimler Finance North America LLC,
2.25%, Due 9/3/2019E			169,000			169,614
2.45%, Due 5/18/2020E			313,000			314,734
Delphi Corp., 4.15%, Due 3/15/2024			152,000			160,202
Ford Motor Credit Co. LLC,
2.03%, Due 6/15/2018D			472,000			474,449
2.16%, Due 1/9/2020D			222,000			223,842
5.88%, Due 8/2/2021			200,000			222,509
3.81%, Due 1/9/2024			92,000			92,926
Home Depot, Inc.,
2.70%, Due 4/1/2023			72,000			73,353
3.35%, Due 9/15/2025			65,000			67,272
McDonald’s Corp., 3.70%, Due 1/30/2026			183,000			188,707

See accompanying notes

14

American Beacon Balanced Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Principal Amount			Fair Value
Corporate Obligations - 9.37% (continued)
Consumer, cyclical - 1.30% (continued)
Newell Brands, Inc., 5.50%, Due 4/1/2046		$	82,000		$	95,350
Nissan Motor Acceptance Corp., 2.35%, Due 3/4/2019E			289,000			290,799
PACCAR Financial Corp.,
1.30%, Due 5/10/2019			58,000			57,500
2.20%, Due 9/15/2019			92,000			92,644
Toyota Motor Credit Corp., 2.13%, Due 7/18/2019			318,000			320,293
Volkswagen Group of America Finance LLC, 2.45%, Due 11/20/2019E			313,000			313,935
Wal-Mart Stores, Inc., 7.55%, Due 2/15/2030			169,000			247,688
Walgreens Boots Alliance, Inc.,
2.60%, Due 6/1/2021			116,000			116,671
3.80%, Due 11/18/2024			145,000			148,982
						4,178,054
Consumer, Non-cyclical - 1.30%
Abbott Laboratories,
2.35%, Due 11/22/2019			87,000			87,471
4.90%, Due 11/30/2046			87,000			91,022
AbbVie, Inc.,
2.90%, Due 11/6/2022			82,000			82,347
4.30%, Due 5/14/2036			87,000			85,167
Altria Group, Inc., 4.75%, Due 5/5/2021			145,000			157,892
Amgen, Inc., 4.40%, Due 5/1/2045			92,000			90,787
Anheuser-Busch InBev Finance, Inc.,
1.90%, Due 2/1/2019			1,060,000			1,062,217
2.65%, Due 2/1/2021			164,000			166,013
3.65%, Due 2/1/2026			164,000			167,121
Baxalta, Inc., 4.00%, Due 6/23/2025			67,000			68,913
Bayer US Finance LLC, 2.38%, Due 10/8/2019E			300,000			302,020
Becton Dickinson and Co., 3.13%, Due 11/8/2021			94,000			94,530
Cardinal Health, Inc., 3.20%, Due 3/15/2023			113,000			115,041
Celgene Corp., 5.25%, Due 8/15/2043			70,000			75,660
Express Scripts Holding Co., 4.50%, Due 2/25/2026			646,000			671,375
General Mills, Inc., 2.20%, Due 10/21/2019			289,000			290,229
Genzyme Corp., 5.00%, Due 6/15/2020			39,000			42,398
Humana, Inc., 3.15%, Due 12/1/2022			145,000			146,606
Kaiser Foundation Hospitals, 4.15%, Due 5/1/2047			45,000			45,174
Kraft Heinz Foods Co.,
3.50%, Due 7/15/2022			65,000			67,057
5.00%, Due 7/15/2035			63,000			66,425
Medtronic, Inc., 3.50%, Due 3/15/2025			313,000			323,182
Molson Coors Brewing Co., 3.00%, Due 7/15/2026			133,000			127,684
Philip Morris International, Inc., 2.63%, Due 3/6/2023			85,000			84,245
Reynolds American, Inc., 5.85%, Due 8/15/2045			63,000			74,441
UnitedHealth Group, Inc.,
1.63%, Due 3/15/2019			120,000			119,645
3.95%, Due 10/15/2042			80,000			79,481
Zimmer Biomet Holdings, Inc., 3.55%, Due 4/1/2025			135,000			134,538
						4,918,681
Energy - 0.28%
Buckeye Partners LP, 4.88%, Due 2/1/2021			80,000			85,018
Chevron Corp., 1.79%, Due 11/16/2018			94,000			94,471
Columbia Pipeline Group, Inc., 4.50%, Due 6/1/2025			101,000			106,935
Energy Transfer Partners LP, 5.30%, Due 4/15/2047			53,000			52,308
Enterprise Products Operating LLC, 6.13%, Due 10/15/2039			63,000			74,356
Magellan Midstream Partners LP, 5.00%, Due 3/1/2026			48,000			53,426
Marathon Petroleum Corp., 3.63%, Due 9/15/2024			80,000			79,709

See accompanying notes

15

American Beacon Balanced Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Principal Amount			Fair Value
Corporate Obligations - 9.37% (continued)
Energy - 0.28% (continued)
MPLX LP,
4.88%, Due 12/1/2024		$	87,000		$	93,030
5.20%, Due 3/1/2047			46,000			47,100
Phillips 66,
2.95%, Due 5/1/2017			108,000			108,000
4.30%, Due 4/1/2022			82,000			88,406
Phillips 66 Partners LP, 3.55%, Due 10/1/2026			53,000			51,454
Spectra Energy Partners LP, 3.38%, Due 10/15/2026			63,000			61,264
Sunoco Logistics Partners Operations LP, 4.25%, Due 4/1/2024			48,000			49,308
						1,044,785
Financial - 3.30%
American Express Co., 4.05%, Due 12/3/2042			104,000			103,306
American Express Credit Corp., 2.13%, Due 3/18/2019			178,000			178,979
American International Group, Inc.,
4.88%, Due 6/1/2022			289,000			315,441
4.50%, Due 7/16/2044			53,000			51,854
Bank of America Corp.,
2.25%, Due 4/21/2020, Series L			279,000			278,904
4.13%, Due 1/22/2024			193,000			202,834
6.11%, Due 1/29/2037			176,000			206,121
5.00%, Due 1/21/2044			239,000			262,213
Bank of New York Mellon Corp.,
1.30%, Due 1/25/2018			188,000			187,849
2.20%, Due 3/4/2019			176,000			177,529
BB&T Corp.,
1.45%, Due 1/12/2018			166,000			166,108
2.75%, Due 4/1/2022			205,000			207,684
Bear Stearns Companies LLC, 7.25%, Due 2/1/2018			306,000			318,659
Boston Properties LP, 3.65%, Due 2/1/2026			173,000			173,746
Capital One Financial Corp., 2.45%, Due 4/24/2019			133,000			133,786
CBOE Holdings, Inc., 3.65%, Due 1/12/2027			123,000			124,186
Chubb INA Holdings, Inc., 3.35%, Due 5/3/2026			67,000			68,520
Citigroup, Inc.,
1.86%, Due 4/27/2018D			1,012,000			1,015,953
3.70%, Due 1/12/2026			178,000			179,889
3.89%, Due 1/10/2028D			175,000			177,570
5.88%, Due 1/30/2042			145,000			177,230
CNA Financial Corp., 7.35%, Due 11/15/2019			142,000			159,633
Crown Castle International Corp., 3.40%, Due 2/15/2021			84,000			85,733
ERP Operating LP, 3.00%, Due 4/15/2023			77,000			76,721
Goldman Sachs Group, Inc.,
5.95%, Due 1/18/2018			217,000			223,534
2.88%, Due 2/25/2021			130,000			131,513
5.75%, Due 1/24/2022			385,000			434,364
3.50%, Due 1/23/2025			92,000			92,407
Intercontinental Exchange, Inc., 2.75%, Due 12/1/2020			92,000			93,554
JPMorgan Chase & Co.,
3.63%, Due 5/13/2024			434,000			448,243
3.78%, Due 2/1/2028D			157,000			159,674
5.50%, Due 10/15/2040			313,000			370,077
JPMorgan Chase Bank NA, 1.60%, Due 9/21/2018D			217,000			217,657
KeyCorp, 5.10%, Due 3/24/2021			58,000			63,511
Liberty Mutual Group, Inc., 4.25%, Due 6/15/2023E			113,000			120,280
Mastercard, Inc., 3.38%, Due 4/1/2024			120,000			125,123
MetLife, Inc.,
6.38%, Due 6/15/2034			169,000			216,877
4.72%, Due 12/15/2044			193,000			209,584

See accompanying notes

16

American Beacon Balanced Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Principal Amount			Fair Value
Corporate Obligations - 9.37% (continued)
Financial - 3.30% (continued)
Morgan Stanley,
7.30%, Due 5/13/2019		$	361,000		$	398,073
5.63%, Due 9/23/2019			169,000			182,495
3.70%, Due 10/23/2024			231,000			236,613
3.13%, Due 7/27/2026			159,000			153,417
National Rural Utilities Cooperative Finance Corp.,
1.65%, Due 2/8/2019			92,000			91,831
2.95%, Due 2/7/2024			87,000			87,723
PNC Financial Services Group, Inc., 3.30%, Due 3/8/2022			157,000			163,144
Prudential Financial, Inc., 4.60%, Due 5/15/2044			313,000			333,491
Raymond James Financial, Inc., 3.63%, Due 9/15/2026			125,000			124,716
Simon Property Group LP,
2.20%, Due 2/1/2019			234,000			235,587
3.38%, Due 10/1/2024			313,000			317,029
State Street Corp., 2.55%, Due 8/18/2020			65,000			65,967
US Bancorp, 1.95%, Due 11/15/2018			253,000			254,403
Ventas Realty LP, 5.70%, Due 9/30/2043			65,000			74,015
Visa, Inc.,
1.20%, Due 12/14/2017			193,000			193,002
2.80%, Due 12/14/2022			92,000			93,679
3.15%, Due 12/14/2025			128,000			130,120
Wells Fargo & Co.,
2.15%, Due 1/30/2020, Series N			67,000			67,212
2.55%, Due 12/7/2020			106,000			107,014
2.19%, Due 7/26/2021D			1,087,000			1,103,392
3.00%, Due 10/23/2026			65,000			62,676
4.75%, Due 12/7/2046			87,000			89,692
						12,502,137
Industrial - 0.73%
BAE Systems Holdings, Inc., 3.80%, Due 10/7/2024E			313,000			322,950
Burlington Northern Santa Fe LLC,
3.65%, Due 9/1/2025			65,000			68,143
5.75%, Due 5/1/2040			202,000			247,574
Caterpillar Financial Services Corp., 1.35%, Due 5/18/2019			123,000			121,968
CSX Corp., 5.50%, Due 4/15/2041			157,000			183,394
Eaton Corp.,
5.60%, Due 5/15/2018			77,000			80,072
2.75%, Due 11/2/2022			75,000			75,391
General Electric Co.,
5.25%, Due 12/6/2017			104,000			106,416
5.63%, Due 5/1/2018			181,000			188,455
6.00%, Due 8/7/2019			169,000			185,056
5.50%, Due 1/8/2020			120,000			131,585
Hexcel Corp., 3.95%, Due 2/15/2027			92,000			93,668
Norfolk Southern Corp., 5.75%, Due 4/1/2018			205,000			212,690
Northrop Grumman Corp.,
5.05%, Due 8/1/2019			72,000			76,971
3.85%, Due 4/15/2045			149,000			144,955
Stanley Black & Decker, Inc., 2.45%, Due 11/17/2018			181,000			182,878
Union Pacific Corp., 3.38%, Due 2/1/2035			72,000			70,120
United Technologies Corp., 6.13%, Due 7/15/2038			217,000			281,033
						2,773,319
Technology - 1.18%
Analog Devices, Inc., 3.90%, Due 12/15/2025			92,000			95,174

See accompanying notes

17

American Beacon Balanced Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Principal Amount			Fair Value
Corporate Obligations - 9.37% (continued)
Technology - 1.18% (continued)
Apple, Inc.,
2.40%, Due 5/3/2023		$	214,000		$	212,709
4.50%, Due 2/23/2036			246,000			269,946
4.65%, Due 2/23/2046			634,000			690,812
Broadcom Corp. / Broadcom Cayman Finance Ltd.,
2.38%, Due 1/15/2020E			41,000			41,026
3.63%, Due 1/15/2024E			222,000			225,228
Broadridge Financial Solutions, Inc., 3.40%, Due 6/27/2026			84,000			82,865
Diamond 1 Finance Corp. / Diamond 2 Finance Corp.,
3.48%, Due 6/1/2019E			104,000			106,371
4.42%, Due 6/15/2021E			96,000			100,781
Hewlett Packard Enterprise Co., 6.35%, Due 10/15/2045			1,178,000			1,223,894
HP, Inc., 4.05%, Due 9/15/2022			145,000			152,520
Intel Corp., 3.30%, Due 10/1/2021			116,000			121,768
Microsoft Corp., 4.45%, Due 11/3/2045			761,000			812,628
Oracle Corp.,
2.50%, Due 5/15/2022			113,000			113,612
4.30%, Due 7/8/2034			157,000			165,430
QUALCOMM, Inc., 3.00%, Due 5/20/2022			65,000			66,303
						4,481,067
Utilities - 0.65%
Berkshire Hathaway Energy Co., 6.13%, Due 4/1/2036			294,000			368,116
Consolidated Edison Co. of New York, Inc.,
5.50%, Due 12/1/2039, Series 09-C			169,000			203,282
4.63%, Due 12/1/2054			55,000			58,971
Delmarva Power & Light Co., 3.50%, Due 11/15/2023			106,000			110,432
Duke Energy Corp., 3.55%, Due 9/15/2021			178,000			185,261
Duke Energy Progress LLC, 4.15%, Due 12/1/2044			125,000			128,738
Edison International, 2.95%, Due 3/15/2023			82,000			82,707
Georgia Power Co., 1.95%, Due 12/1/2018			72,000			72,225
MidAmerican Energy Co., 3.10%, Due 5/1/2027			123,000			123,687
Pacific Gas & Electric Co., 4.25%, Due 3/15/2046			135,000			139,595
Southern Co.,
2.15%, Due 9/1/2019			92,000			91,925
2.75%, Due 6/15/2020			241,000			243,116
Southern Power Co.,
4.15%, Due 12/1/2025			84,000			87,747
4.95%, Due 12/15/2046, Series F			87,000			87,618
Southwestern Electric Power Co., 3.55%, Due 2/15/2022			289,000			298,507
Union Electric Co., 6.70%, Due 2/1/2019			96,000			103,739
WEC Energy Group, Inc., 3.55%, Due 6/15/2025			94,000			97,010
						2,482,676
Total Corporate Obligations (Cost $33,905,210)						35,543,627
Foreign Corporate Obligations - 1.37%
Basic Materials - 0.08%
LYB International Finance B.V., 4.00%, Due 7/15/2023			147,000			154,651
Potash Corp. of Saskatchewan, Inc., 4.00%, Due 12/15/2026			94,000			96,320
Rio Tinto Finance USA Ltd., 3.75%, Due 6/15/2025			63,000			65,620
						316,591
Communications - 0.45%
Alibaba Group Holding Ltd., 3.60%, Due 11/28/2024			313,000			317,890
America Movil SAB de CV, 6.38%, Due 3/1/2035			169,000			201,486
Deutsche Telekom International Finance B.V., 4.88%, Due 3/6/2042E			150,000			160,152

See accompanying notes

18

American Beacon Balanced Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Principal Amount			Fair Value
Foreign Corporate Obligations - 1.37% (continued)
Communications - 0.45% (continued)
Rogers Communications, Inc., 2.90%, Due 11/15/2026		$	125,000		$	119,469
TELUS Corp., 2.80%, Due 2/16/2027			99,000			92,565
Thomson Reuters Corp.,
4.30%, Due 11/23/2023			145,000			154,230
3.85%, Due 9/29/2024			193,000			198,684
Vodafone Group PLC, 6.15%, Due 2/27/2037			393,000			456,514
						1,700,990
Consumer, Non-Cyclical - 0.09%
Sanofi,
1.25%, Due 4/10/2018			51,000			50,962
4.00%, Due 3/29/2021			101,000			107,569
Shire Acquisitions Investments Ireland DAC, 2.88%, Due 9/23/2023			101,000			99,028
Teva Pharmaceutical Finance Netherlands III B.V., 3.15%, Due 10/1/2026			111,000			103,352
						360,911
Energy - 0.34%
BP Capital Markets PLC, 3.12%, Due 5/4/2026			337,000			333,740
Canadian Natural Resources Ltd.,
3.90%, Due 2/1/2025			84,000			84,973
6.25%, Due 3/15/2038			176,000			199,790
Husky Energy, Inc., 3.95%, Due 4/15/2022			135,000			141,060
Shell International Finance B.V.,
1.63%, Due 11/10/2018			181,000			181,514
4.00%, Due 5/10/2046			84,000			81,588
TransCanada PipeLines Ltd.,
3.75%, Due 10/16/2023			145,000			151,780
6.10%, Due 6/1/2040			82,000			102,043
						1,276,488
Financial - 0.26%
ABN AMRO Bank N.V., 1.80%, Due 6/4/2018E			289,000			288,198
HSBC Holdings PLC, 3.26%, Due 3/13/2023D			123,000			124,463
Nordea Bank AB, 4.88%, Due 1/27/2020E			120,000			128,533
Royal Bank of Canada, 2.13%, Due 3/2/2020			173,000			173,494
Toronto-Dominion Bank, 2.63%, Due 9/10/2018			181,000			183,394
Trinity Acquisition PLC, 4.40%, Due 3/15/2026			87,000			90,070
						988,152
Industrial - 0.15%
Canadian National Railway Co., 5.55%, Due 5/15/2018			169,000			176,171
Ingersoll-Rand Luxembourg Finance S.A., 2.63%, Due 5/1/2020			145,000			146,867
Johnson Controls International PLC,
5.00%, Due 3/30/2020			145,000			155,605
4.50%, Due 2/15/2047			84,000			85,918
						564,561
Total Foreign Corporate Obligations (Cost $5,003,240)						5,207,693
FOREIGN GOVERNMENT OBLIGATIONS - 0.15%
European Investment Bank, 2.38%, Due 6/15/2022			140,000			141,968
Kreditanstalt fuer Wiederaufbau, 2.13%, Due 6/15/2022			140,000			140,483
Province of Ontario Canada, 2.50%, Due 4/27/2026			166,000			163,512
Province of Quebec Canada, 2.38%, Due 1/31/2022			123,000			124,237
Total Foreign Government Obligations (Cost $567,913)						570,200

See accompanying notes

19

American Beacon Balanced Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Principal Amount			Fair Value
U.S. AGENCY MORTGAGE-BACKED OBLIGATIONS - 5.20%
Federal Home Loan Mortgage Corporation,
4.50%, Due 3/1/2019		$	24,025		$	24,670
5.00%, Due 10/1/2020			14,937			15,509
3.50%, Due 8/1/2026			46,146			48,496
3.50%, Due 9/1/2028			290,463			305,336
5.00%, Due 8/1/2033			62,344			68,723
5.50%, Due 2/1/2034			59,852			67,318
3.50%, Due 9/1/2035			364,920			380,830
4.00%, Due 1/1/2041			206,447			218,225
4.50%, Due 2/1/2041			153,488			165,860
3.50%, Due 6/1/2042			653,449			674,915
3.50%, Due 7/1/2042			181,606			187,571
						2,157,453
Federal National Mortgage Association,
5.00%, Due 12/1/2017			6,694			6,876
4.50%, Due 9/1/2018			11,365			11,665
4.00%, Due 8/1/2020			29,555			30,659
4.00%, Due 5/1/2026			212,622			224,890
4.00%, Due 6/1/2026			278,190			294,487
3.50%, Due 1/1/2028			146,605			153,395
3.00%, Due 7/1/2029			265,477			273,423
5.00%, Due 3/1/2034			69,575			76,488
4.50%, Due 4/1/2034			111,953			121,089
5.50%, Due 6/1/2038			12,967			14,494
4.50%, Due 1/1/2040			169,365			182,895
5.00%, Due 5/1/2040			277,709			304,858
5.00%, Due 6/1/2040			210,725			232,003
4.00%, Due 9/1/2040			142,875			150,964
4.00%, Due 1/1/2041			272,275			287,765
4.00%, Due 1/1/2041			166,533			175,981
4.50%, Due 4/1/2041			334,778			361,525
4.50%, Due 10/1/2041			179,749			194,846
3.00%, Due 5/1/2043			442,195			444,177
3.00%, Due 6/1/2043			1,027,830			1,032,280
3.00%, Due 6/1/2043			379,307			380,969
3.50%, Due 6/1/2043			177,454			183,187
3.50%, Due 7/1/2043			185,454			191,717
3.00%, Due 8/1/2043			894,452			898,278
3.50%, Due 4/1/2045			411,709			423,728
4.00%, Due 7/1/2045			418,810			443,003
4.00%, Due 7/1/2045			523,774			552,017
3.50%, Due 8/1/2045			168,119			173,042
3.50%, Due 11/1/2045			421,513			433,818
3.50%, Due 11/1/2045			1,874,589			1,929,312
4.00%, Due 3/1/2046			254,628			269,424
3.00%, Due 4/1/2046			210,600			210,500
3.00%, Due 4/1/2046			106,531			106,481
3.50%, Due 5/1/2046			245,512			252,679
3.50%, Due 5/1/2046			379,702			390,786
3.00%, Due 6/1/2046			316,270			316,120
4.00%, Due 7/1/2046			417,999			440,849
4.00%, Due 7/1/2046			377,288			397,633
3.00%, Due 11/1/2046			397,757			398,355
3.50%, Due 11/1/2046			641,463			660,978
4.50%, Due 12/1/2046			182,257			196,211
						13,823,847

See accompanying notes

20

American Beacon Balanced Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Principal Amount			Fair Value
U.S. Agency Mortgage-Backed Obligations - 5.20% (continued)
Government National Mortgage Association,
6.50%, Due 8/15/2027		$	58,607		$	66,604
6.50%, Due 11/15/2027			64,300			73,189
7.50%, Due 12/15/2028			59,876			70,508
5.50%, Due 7/15/2033			62,415			70,384
6.00%, Due 12/15/2033			77,497			89,804
5.50%, Due 2/20/2034			88,901			99,584
4.50%, Due 5/15/2039			146,577			157,176
5.00%, Due 10/15/2039			126,601			141,744
4.50%, Due 6/15/2040			135,922			148,009
3.50%, Due 9/15/2041			362,631			376,888
3.50%, Due 3/15/2043			253,984			265,094
3.50%, Due 3/20/2045			242,529			253,030
3.00%, Due 6/20/2046			336,122			341,033
4.00%, Due 10/20/2046			218,370			231,212
4.00%, Due 12/15/2046			123,282			130,555
4.00%, Due 1/20/2047			143,733			152,186
4.00%, Due 2/20/2047			457,959			484,890
4.50%, Due 2/20/2047			181,794			194,307
4.00%, Due 3/20/2047			394,243			417,427
						3,763,624
Total U.S. Agency Mortgage-Backed Obligations (Cost $19,718,043)						19,744,924
COMMERCIAL MORTGAGE-BACKED OBLIGATIONS - 0.95%
Ginnie Mae REMIC Trust,
1.15%, Due 12/16/2038, 2013-139 A			552,506			545,152
1.62%, Due 7/16/2039, 2013-78 AB			689,260			678,160
2.59%, Due 9/16/2039, 2014-31 AB			95,813			95,948
1.37%, Due 11/16/2041, 2013-125 AB			725,384			710,606
3.20%, Due 11/16/2044, 2011-92 B			339,270			342,345
GS Mortgage Securities Trust,
3.68%, Due 8/10/2043, 2010-C1 A1E			35,104			35,949
3.03%, Due 11/10/2046, 2013-GC16 A2			449,677			457,087
JP Morgan Chase Commercial Mortgage Securities Trust, 4.39%, Due 2/15/2046, 2011-C3 A3E			166,720			170,019
JPMBB Commercial Mortgage Securities Trust, 3.16%, Due 7/15/2045, 2013-C12 ASB			320,000			330,045
WFRBS Commercial Mortgage Trust, 3.66%, Due 3/15/2047, 2014-C19 A3			219,000			228,387
Total Commercial Mortgage-Backed Obligations (Cost $3,617,974)						3,593,698
ASSET-BACKED OBLIGATIONS - 0.62%
Ally Master Owner Trust, 1.54%, Due 9/15/2019, 2012 5 A			287,000			287,174
Americredit Automobile Receivables Trust, 1.53%, Due 7/8/2021, 2016 4 A3			118,000			117,582
Capital One Multi-Asset Execution Trust, 1.34%, Due 4/15/2022, 2016 A3 A3			318,000			315,640
Chase Issuance Trust, 1.37%, Due 6/15/2021, 2016 A2 A			265,000			263,419
Ford Credit Auto Owner Trust, 2.03%, Due 8/15/2020, 2015 A B			292,000			293,897
GM Financial Automobile Leasing Trust,
1.68%, Due 12/20/2018, 2015 2 A3			482,000			482,754
2.06%, Due 5/20/2020, 2017 1 A3			284,000			285,355
Honda Auto Receivables Owner Trust, 1.39%, Due 4/15/2020, 2016 2 A3			205,000			204,710
Volkswagen Auto Lease Trust, 1.25%, Due 12/20/2017, 2015 A A3			95,304			95,293
Total Asset-Backed Obligations (Cost $2,346,580)						2,345,824
MUNICIPAL OBLIGATIONS - 0.26% (Cost $859,533)
Municipal Electric Authority of Georgia, 6.66%, Due 4/1/2057			848,000			989,633

See accompanying notes

21

American Beacon Balanced Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Principal Amount			Fair Value
U.S. TREASURY OBLIGATIONS - 15.14%
U.S. Treasury Notes/Bonds,
0.75%, Due 2/28/2018		$	880,000		$	877,387
1.00%, Due 7/31/2018D			19,335,000			19,375,797
0.99%, Due 10/31/2018D			2,891,000			2,897,846
0.96%, Due 1/31/2019D			2,496,000			2,500,508
1.13%, Due 5/31/2019			723,000			720,600
0.75%, Due 7/15/2019			1,061,000			1,047,986
0.88%, Due 7/31/2019			482,000			477,368
1.00%, Due 8/31/2019			964,000			956,732
0.88%, Due 9/15/2019			1,205,000			1,192,056
1.25%, Due 2/29/2020			964,000			959,255
1.75%, Due 10/31/2020			964,000			969,310
1.25%, Due 3/31/2021			964,000			948,561
1.38%, Due 4/30/2021			964,000			952,365
2.00%, Due 5/31/2021			1,446,000			1,463,510
2.00%, Due 11/15/2021			2,224,000			2,246,413
2.00%, Due 2/15/2022			2,691,000			2,717,490
1.63%, Due 11/15/2022			964,000			949,050
2.50%, Due 8/15/2023			964,000			991,037
2.38%, Due 8/15/2024			2,530,000			2,572,102
6.88%, Due 8/15/2025			279,000			378,808
2.00%, Due 11/15/2026			825,000			804,955
5.25%, Due 11/15/2028			217,000			279,828
4.75%, Due 2/15/2037			304,000			401,565
4.50%, Due 8/15/2039			241,000			308,075
3.13%, Due 11/15/2041			2,291,000			2,375,481
3.00%, Due 11/15/2045			4,156,000			4,185,873
2.50%, Due 5/15/2046			1,238,000			1,124,355
2.88%, Due 11/15/2046			2,809,000			2,760,941
						57,435,254
Total U.S. Treasury Obligations (Cost $57,383,648)						57,435,254
	Shares
SHORT-TERM INVESTMENTS - 5.02% (Cost $19,029,536)
American Beacon U.S. Government Money Market Select Fund, Select Class, 0.69%F			19,029,536			19,029,536
SECURITIES LENDING COLLATERAL - 0.24% (Cost $895,375)
American Beacon U.S. Government Money Market Select Fund, Select Class, 0.69%F			895,375			895,375
TOTAL INVESTMENTS - 99.96% (Cost $327,027,703)						379,162,682
OTHER ASSETS, NET OF LIABILITIES - 0.04%						165,644
TOTAL NET ASSETS - 100.00%					$	379,328,326
Percentages are stated as a percent of net assets.

^A Non-income producing security.

^B Non-voting participating shares.

^C All or a portion of this security is on loan at April 30, 2017.

^D 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.

^E 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 $3,354,488 or 0.88% of net assets. The Fund has no right to demand registration of these securities.

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

ADR - American Depositary Receipt.

LLC - Limited Liability Company.

LP - Limited Partnership.

See accompanying notes

22

American Beacon Balanced Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

MLP - Master Limited Partnership.

PLC - Public Limited Company.

Futures Contracts Open on April 30, 2017:
Description	Type	Number of Contracts	Expiration Date		Contract Value		Unrealized Appreciation (Depreciation)
S&P 500 E-Mini Index Futures	Long	116		June 2017	$	13,806,900	$	119,652
					$	13,806,900	$	119,652

The Fund’s investments are summarized by level based on the inputs used to determine their values. As of April 30, 2017, the investments were classified as described below:

Balanced Fund	Level 1		Level 2		Level 3		Total
Assets
Common Stocks	$	233,806,918	$	-	$	-	$	233,806,918
Corporate Obligations		-		35,543,627		-		35,543,627
Foreign Corporate Obligations		-		5,207,693		-		5,207,693
Foreign Government Obligations		-		570,200		-		570,200
U.S. Agency Mortgage-Backed Obligations		-		19,744,924		-		19,744,924
Commercial Mortgage-Backed Obligations		-		3,593,698		-		3,593,698
Asset-Backed Obligations		-		2,345,824		-		2,345,824
Municipal Obligations		-		989,633		-		989,633
U.S. Treasury Obligations		-		57,435,254		-		57,435,254
Short-Term Investments – Money Market Funds		19,029,536		-		-		19,029,536
Securities Lending Collateral Invested in Money Market Funds		895,375		-		-		895,375
Total Investments in Securities - Assets	$	253,731,829	$	125,430,853	$	-	$	379,162,682
Financial Derivative Instruments - Assets
Futures Contracts	$	119,652	$	-	$	-	$	119,652
Total Financial Derivative Instruments - Assets	$	119,652	$	-	$	-	$	119,652

U.S. GAAP also requires all transfers between any level 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 period ended April 30, 2017, there were no transfers between levels.

See accompanying notes

23

American Beacon Mid-Cap Value Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

		Shares		Fair Value
COMMON STOCKS - 94.93%
Consumer Discretionary - 14.29%
Auto Components - 1.83%
Dana, Inc.			358,358		$	6,959,312
Delphi Automotive PLC			54,981			4,420,473
						11,379,785
Hotels, Restaurants & Leisure - 4.91%
Hilton Worldwide Holdings, Inc.			65,836			3,882,349
Norwegian Cruise Line Holdings Ltd.A			135,925			7,330,435
Royal Caribbean Cruises Ltd.			98,141			10,461,831
SeaWorld Entertainment, Inc.			160,392			2,811,672
Wyndham Worldwide Corp.			63,121			6,016,062
						30,502,349
Household Durables - 1.68%
DR Horton, Inc.			127,329			4,187,851
Whirlpool Corp.			33,532			6,226,222
						10,414,073
Leisure Products - 0.54%
Brunswick Corp.			59,666			3,386,045
Media - 2.81%
Interpublic Group of Companies, Inc.			195,981			4,619,272
Meredith Corp.	��		48,455			2,837,040
News Corp., Class A			333,122			4,237,312
Omnicom Group, Inc.			69,831			5,734,522
						17,428,146
Multiline Retail - 0.50%
Dollar General Corp.			42,800			3,111,988
Specialty Retail - 1.31%
L Brands, Inc.			81,511			4,304,596
Staples, Inc.			390,071			3,810,994
						8,115,590
Textiles, Apparel & Luxury Goods - 0.71%
Hanesbrands, Inc.			203,015			4,427,757
Total Consumer Discretionary						88,765,733
Consumer Staples - 1.60%
Beverages - 0.67%
Coca-Cola European Partners PLC			106,900			4,128,478
Tobacco - 0.93%
Reynolds American, Inc.			89,970			5,803,065
Total Consumer Staples						9,931,543
Energy - 8.88%
Energy Equipment & Services - 2.04%
Superior Energy Services, Inc.A			128,528			1,552,618
TechnipFMC PLCA			209,639			6,316,423
Weatherford International PLCA B			833,212			4,807,633
						12,676,674

See accompanying notes

24

American Beacon Mid-Cap Value Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Shares		Fair Value
Energy - 8.88% (continued)
Oil, Gas & Consumable Fuels - 6.84%
Cenovus Energy, Inc.		466,725		$	4,657,916
Chesapeake Energy Corp. A B		347,100			1,825,746
Devon Energy Corp.		129,900			5,129,751
EQT Corp.		136,800			7,953,552
Golar LNG Ltd.		184,089			4,696,110
Murphy Oil Corp.		408,325			10,689,949
PBF Energy, Inc., Class A		155,864			3,478,884
Vermilion Energy, Inc.		114,300			4,023,360
					42,455,268
Total Energy					55,131,942
Financials - 23.32%
Banks - 6.45%
CIT Group, Inc.		71,114			3,293,289
Comerica, Inc.		71,041			5,022,599
Cullen/Frost Bankers, Inc.		41,414			3,909,067
Fifth Third Bancorp		266,320			6,506,198
KeyCorp		465,569			8,491,979
M&T Bank Corp.		15,803			2,455,944
Regions Financial Corp.		408,968			5,623,310
TCF Financial Corp.		104,392			1,723,512
Valley National Bancorp		176,652			2,077,427
Webster Financial Corp.		18,633			946,743
					40,050,068
Capital Markets - 3.87%
Ameriprise Financial, Inc.		15,689			2,005,839
Apollo Global Management LLC, Class A		190,325			5,095,000
Franklin Resources, Inc.		124,088			5,349,434
Invesco Ltd.		145,536			4,793,956
KKR & Co. MLP		358,068			6,796,130
					24,040,359
Consumer Finance - 3.76%
Ally Financial, Inc.		354,500			7,019,100
Capital One Financial Corp.		20,842			1,675,280
Discover Financial Services		90,261			5,649,436
Navient Corp.		279,362			4,246,303
SLM Corp.A		378,195			4,742,565
					23,332,684
Diversified Financial Services - 1.17%
Voya Financial, Inc.		194,493			7,270,148
Insurance - 6.89%
Allstate Corp.		76,756			6,239,495
Assurant, Inc.		30,200			2,906,448
Axis Capital Holdings Ltd.		94,167			6,205,605
FNF Group		246,066			10,076,403
Torchmark Corp.		26,492			2,032,201
Validus Holdings Ltd.		70,673			3,906,804
Willis Towers Watson PLC		70,881			9,400,238
XL Group Ltd.		49,300			2,063,205
					42,830,399
Mortgage Real Estate Investment Trusts (REITs) - 0.45%
MFA Financial, Inc.		340,512			2,829,655

See accompanying notes

25

American Beacon Mid-Cap Value Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Shares		Fair Value
Financials - 23.32% (continued)
Thrifts & Mortgage Finance - 0.73%
New York Community Bancorp, Inc.		339,275		$	4,508,965
Total Financials					144,862,278
Health Care - 7.25%
Health Care Equipment & Supplies - 1.24%
Zimmer Biomet Holdings, Inc.		64,355			7,700,076
Health Care Providers & Services - 5.23%
Cardinal Health, Inc.		137,790			10,002,176
Cigna Corp.		42,198			6,598,501
MEDNAX, Inc.A		96,800			5,842,848
Patterson Companies, Inc.		72,200			3,212,178
Universal Health Services, Inc., Class B		56,475			6,819,921
					32,475,624
Pharmaceuticals - 0.78%
Mylan N.V.A		130,334			4,867,975
Total Health Care					45,043,675
Industrials - 14.21%
Aerospace & Defense - 2.74%
Orbital ATK, Inc.		34,600			3,425,400
Spirit AeroSystems Holdings, Inc., Class A		89,215			5,099,529
TransDigm Group, Inc.		34,349			8,474,929
					16,999,858
Building Products - 2.82%
JELD-WEN Holding, Inc.A		161,334			5,328,862
Johnson Controls International PLC		115,561			4,803,871
Owens Corning		121,489			7,392,606
					17,525,339
Commercial Services & Supplies - 0.88%
Republic Services, Inc.		80,415			5,065,341
Steelcase, Inc., Class A		22,357			381,187
					5,446,528
Construction & Engineering - 1.35%
AECOMA		104,714			3,582,266
KBR, Inc.		340,442			4,783,210
					8,365,476
Machinery - 4.75%
CNH Industrial N.V.		243,809			2,706,280
Dover Corp.		147,681			11,649,077
Parker-Hannifin Corp.		13,557			2,179,965
Stanley Black & Decker, Inc.		43,698			5,949,483
Terex Corp.		200,962			7,029,651
					29,514,456
Professional Services - 0.46%
Nielsen Holdings PLC		68,800			2,829,744
Road & Rail - 0.49%
Ryder System, Inc.		33,350			2,264,798

See accompanying notes

26

American Beacon Mid-Cap Value Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Shares		Fair Value
Industrials - 14.21% (continued)
Road & Rail - 0.49% (continued)
Werner Enterprises, Inc.		28,583		$	780,316
					3,045,114
Trading Companies & Distributors - 0.72%
AerCap Holdings N.V.A		97,698			4,495,085
Total Industrials					88,221,600
Information Technology - 10.54%
Electronic Equipment, Instruments & Components - 2.45%
Avnet, Inc.		170,136			6,582,562
Flex Ltd.A		312,676			4,833,971
Keysight Technologies, Inc.A		101,130			3,785,296
					15,201,829
IT Services - 2.88%
Alliance Data Systems Corp.		14,231			3,552,485
Convergys Corp.		66,430			1,495,339
CSRA, Inc.		68,568			1,993,957
DXC Technology Co.A		47,437			3,573,904
Genpact Ltd.		165,393			4,038,897
Total System Services, Inc.		56,686			3,248,675
					17,903,257
Semiconductors & Semiconductor Equipment - 3.41%
Marvell Technology Group Ltd.		337,324			5,066,607
Microchip Technology, Inc.		106,435			8,044,357
ON Semiconductor Corp.A		387,368			5,492,878
Versum Materials, Inc.		80,000			2,561,600
					21,165,442
Technology Hardware, Storage & Peripherals - 1.80%
Hewlett Packard Enterprise Co.		244,558			4,556,115
HP, Inc.		249,096			4,687,987
Seagate Technology PLC		45,625			1,922,181
					11,166,283
Total Information Technology					65,436,811
Materials - 5.20%
Chemicals - 3.16%
Ashland Global Holdings, Inc.		45,953			5,675,195
Axalta Coating Systems Ltd.A		150,000			4,705,500
Celanese Corp., Series A		27,000			2,350,080
Eastman Chemical Co.		46,302			3,692,585
FMC Corp.		43,906			3,215,236
					19,638,596
Construction Materials - 0.53%
CRH PLC, ADR		90,198			3,275,991
Containers & Packaging - 1.51%
Owens-Illinois, Inc.A		190,967			4,166,900
Packaging Corp. of America		52,496			5,185,555
					9,352,455
Total Materials					32,267,042

See accompanying notes

27

American Beacon Mid-Cap Value Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

	Shares		Fair Value
Real Estate - 4.24%
Equity Real Estate Investment Trusts (REITs) - 4.24%
AvalonBay Communities, Inc.		22,148		$	4,204,576
CBL & Associates Properties, Inc. B		194,003			1,794,528
EPR Properties		53,764			3,909,180
GEO Group, Inc.		97,950			3,263,694
Lamar Advertising Co., Class A		152,780			11,010,855
MGM Growth Properties LLC, Class A		75,800			2,169,396
					26,352,229
Total Real Estate					26,352,229
Utilities - 5.40%
Electric Utilities - 4.48%
Edison International		77,630			6,208,071
Great Plains Energy, Inc.		238,047			7,043,811
Pinnacle West Capital Corp.		123,456			10,504,871
Xcel Energy, Inc.		90,778			4,089,549
					27,846,302
Gas Utilities - 0.65%
UGI Corp.		80,832			4,054,533
Multi-Utilities - 0.27%
CenterPoint Energy, Inc.		57,849			1,650,432
Total Utilities					33,551,267
Total Common Stocks (Cost $500,869,875)					589,564,120
SHORT-TERM INVESTMENTS - 5.45% (Cost $33,865,578)
American Beacon U.S. Government Money Market Select Fund, Select Class, 0.69%C		33,865,578			33,865,578
SECURITIES LENDING COLLATERAL - 1.09% (Cost $6,768,529)
American Beacon U.S. Government Money Market Select Fund, Select Class, 0.69%C		6,768,529			6,768,529
TOTAL INVESTMENTS - 101.47% (Cost $541,503,982)					630,198,227
OTHER LIABILITIES, NET OF ASSETS - (1.47%)					(9,104,865	)
TOTAL NET ASSETS - 100.00%				$	621,093,362
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, 2017.

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

ADR - American Depositary Receipt.

LLC - Limited Liability Company.

MLP - Master Limited Partnership.

PLC - Public Limited Company.

REIT - Real Estate Investment Trust.

Futures Contracts Open on April 30, 2017:
Description	Type	Number of Contracts	Expiration Date		Contract Value		Unrealized Appreciation (Depreciation)
S&P MidCap 400 E-Mini Index Futures	Long	186		June 2017	$	32,178,000	$	324,066
					$	32,178,000	$	324,066

See accompanying notes

28

American Beacon Mid-Cap Value Fund^SM

Schedule of Investments

April 30, 2017 (Unaudited)

The Fund’s investments are summarized by level based on the inputs used to determine their values. As of April 30, 2017, the investments were classified as described below:

Mid-Cap Value Fund	Level 1		Level 2		Level 3		Total
Assets
Common Stocks	$	589,564,120	$	-	$	-	$	589,564,120
Short-Term Investments – Money Market Funds		33,865,578		-		-		33,865,578
Securities Lending Collateral Invested in Money Market Funds		6,768,529		-		-		6,768,529
Total Investments in Securities - Assets	$	630,198,227	$	-	$	-	$	630,198,227
Financial Derivative Instruments - Assets
Futures Contracts	$	324,066	$	-	$	-	$	324,066
Total Financial Derivative Instruments - Assets	$	324,066	$	-	$	-	$	324,066

U.S. GAAP also requires all transfers between any level 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 period ended April 30, 2017, there were no transfers between levels.

See accompanying notes

29

American Beacon Funds^SM

Statements of Assets and Liabilities

April 30, 2017 (Unaudited)

	Balanced Fund		Mid-Cap Value Fund
Assets:
Investments in unaffiliated securities, at fair value†	$	359,237,771	$	596,332,649
Investments in affiliated securities, at fair value‡		19,924,911		33,865,578
Cash		2,065		–
Deposit with brokers for futures contracts		580,000		1,302,000
Dividends and interest receivable		1,043,344		295,946
Receivable for investments sold		975,469		4,542,269
Receivable for fund shares sold		759,547		354,520
Receivable for tax reclaims		1,787		–
Prepaid expenses		73,475		63,345
Total assets		382,598,369		636,756,307
Liabilities:
Payable for investments purchased		1,688,165		6,184,770
Payable for fund shares redeemed		329,261		1,916,831
Payable for variation margin from open futures contracts		37,210		297,746
Payable upon return of securities loaned§		895,375		6,768,529
Management and investment advisory fees payable		162,433		368,294
Administrative service and service fees payable		72,600		63,583
Transfer agent fees payable		8,353		11,609
Custody and fund accounting fees payable		8,436		3,887
Professional fees payable		32,969		19,556
Trustee fees payable		8,610		6,206
Payable for prospectus and shareholder reports		17,309		20,498
Other liabilities		9,322		1,436
Total liabilities		3,270,043		15,662,945
Net Assets	$	379,328,326	$	621,093,362
Analysis of Net Assets:
Paid-in-capital	$	287,218,879	$	539,806,670
Undistributed net investment income		5,197,620		1,502,689
Accumulated net realized gain (loss)		34,657,196		(9,234,133	)
Unrealized appreciation of investments		52,134,979		88,694,245
Unrealized appreciation (depreciation) of foreign currency transactions		–		(175	)
Unrealized appreciation of futures contracts		119,652		324,066
Net assets	$	379,328,326	$	621,093,362

See accompanying notes

30

American Beacon Funds^SM

Statements of Assets and Liabilities

April 30, 2017 (Unaudited)

	Balanced Fund		Mid-Cap Value Fund
Shares outstanding at no par value (unlimited shares authorized):
Institutional Class		5,327,843		14,395,941
Y Class		4,274,794		5,236,636
Investor Class		9,514,706		16,802,543
Advisor Class		707,432		396,817
A Class		1,720,134		1,308,023
C Class		2,950,576		451,888
Net assets:
Institutional Class	$	87,670,844	$	231,332,655
Y Class	$	70,746,028	$	83,498,634
Investor Class	$	140,550,448	$	272,581,324
Advisor Class	$	11,032,043	$	6,238,772
A Class	$	25,367,602	$	20,552,613
C Class	$	43,961,361	$	6,889,364
Net asset value, offering and redemption price per share:
Institutional Class	$	16.46	$	16.07
Y Class	$	16.55	$	15.95
Investor Class	$	14.77	$	16.22
Advisor Class	$	15.59	$	15.72
A Class	$	14.75	$	15.71
A Class (offering price)	$	15.65	$	16.67
C Class	$	14.90	$	15.25
† Cost of investments in unaffiliated securities	$	307,102,792	$	507,638,404
‡ Cost of investments in affiliated securities	$	19,924,911	$	33,865,578
§ Fair value of securities on loan	$	873,145	$	6,561,988

See accompanying notes

31

American Beacon Funds^SM

Statements of Operations

For the Period Ended April 30, 2017 (Unaudited)

	Balanced Fund			Mid-Cap Value Fund
Investment income:
Dividend income from unaffiliated securities (net of foreign taxes)†	$	5,063,799		$	5,897,828
Dividend income from affiliated securities		85,299			72,329
Interest income		2,774,632			–
Income derived from securities lending		170			9,832
Total investment income		7,923,900			5,979,989
Expenses:
Management and investment advisory fees (Note 2)		1,722,743			2,393,508
Transfer agent fees:
Institutional Class		11,401			24,520
Y Class		6,334			8,551
Investor Class		5,819			6,907
Advisor Class		284			1,231
A Class		1,195			1,090
C Class		1,442			786
Custody and fund accounting fees		53,232			38,155
Professional fees		29,950			24,965
Registration fees and expenses		48,379			42,615
Service fees (Note 2):
Y Class		21,650			32,652
Investor Class		210,630			304,650
Advisor Class		13,570			8,145
A Class		18,933			15,438
C Class		31,825			4,970
Distribution fees (Note 2):
Advisor Class		13,571			8,145
A Class		31,554			25,730
C Class		212,167			33,130
Prospectus and shareholder report expenses		20,465			23,924
Trustee fees		24,788			21,796
Other expenses		32,374			17,074
Total expenses		2,512,306			3,037,982
Net investment income		5,411,594			2,942,007
Realized and unrealized gain (loss) from investments:
Net realized gain (loss) from:
Investments		44,384,588			11,071,591
Commission recapture (Note 1)		413			9,951
Foreign currency transactions		(195	)		30
Futures contracts		3,215,798			3,029,776
Change in net unrealized appreciation (depreciation) of:
Investments		7,094,217			68,479,012
Foreign currency transactions		–			20
Futures contracts		390,877			805,149
Net gain from investments		55,085,698			83,395,529
Net increase in net assets resulting from operations	$	60,497,292		$	86,337,536
† Foreign taxes	$	44,251		$	20,154

See accompanying notes

32

American Beacon Funds^SM

Statements of Changes of Net Assets

	Balanced Fund						Mid-Cap Value Fund
	For the Six Months Ended April 30, 2017			For the Year Ended October 31, 2016			For the Six Months Ended April 30, 2017			For the Year Ended October 31, 2016
		(unaudited	)					(unaudited	)
Increase (Decrease) in Net Assets:
Operations:
Net investment income	$	5,411,594		$	13,596,214		$	2,942,007		$	9,145,985
Net realized gain (loss) from investments, commission recapture, foreign currency transactions, and futures contracts		47,600,604			(2,124,832	)		14,111,348			(20,935,169	)
Change in net unrealized appreciation (depreciation) of investments, foreign currency transactions, and futures contracts		7,485,094			8,639,376			69,284,181			23,752,522
Net increase in net assets resulting from operations		60,497,292			20,110,758			86,337,536			11,963,338
Distributions to Shareholders:
Net investment income:
Institutional Class		(3,140,967	)		(8,111,530	)		(3,184,300	)		(3,042,980	)
Y Class		(739,019	)		(394,207	)		(1,054,082	)		(804,213	)
Investor Class		(1,734,032	)		(1,913,613	)		(3,122,003	)		(2,883,653	)
Advisor Class		(119,462	)		(128,760	)		(63,730	)		(40,603	)
A Class		(309,665	)		(367,530	)		(224,784	)		(117,192	)
C Class		(354,843	)		(318,121	)		(30,824	)		(11,670	)
Net realized gain from investments:
Institutional Class		-			(21,528,686	)		-			(12,422,126	)
Y Class		-			(1,587,112	)		-			(3,405,226	)
Investor Class		-			(7,811,741	)		-			(14,625,725	)
Advisor Class		-			(610,329	)		-			(345,718	)
A Class		-			(1,380,563	)		-			(800,587	)
C Class		-			(2,350,891	)		-			(322,638	)
Net distributions to shareholders		(6,397,988	)		(46,503,083	)		(7,679,723	)		(38,822,331	)
Capital Share Transactions:
Proceeds from sales of shares		85,773,332			461,674,934			88,999,266			152,464,371
Reinvestment of dividends and distributions		6,160,422			45,872,150			7,582,763			38,345,842
Cost of shares redeemed		(484,337,171	)		(481,741,305	)		(94,173,322	)		(287,829,842	)
Net increase (decrease) in net assets from capital share transactions		(392,403,417	)		25,805,779			2,408,707			(97,019,629	)
Net increase (decrease) in net assets		(338,304,113	)		(586,546	)		81,066,520			(123,878,622	)
Net Assets:
Beginning of period		717,632,439			718,218,985			540,026,842			663,905,464
End of Period *	$	379,328,326		$	717,632,439		$	621,093,362		$	540,026,842
*Includes undistributed net investment income	$	5,197,620		$	5,642,174		$	1,502,689		$	6,383,795

See accompanying notes

33

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

1.  Organization and Significant Accounting Policies

American Beacon Funds (the “Trust”) is organized as a Massachusetts business trust. The Funds, each a series within the Trust, are registered under the Investment Company Act of 1940 (the “Act”), as amended, as a diversified, open-end management investment company. As of April 30, 2017, the Trust consists of thirty-two active series, two of which are presented in this filing: American Beacon Balanced Fund and American Beacon Mid-Cap Value Fund (collectively, the “Funds” and each individually a “Fund”). The remaining thirty active series are reported in separate filings.

American Beacon Advisors, Inc. (the “Manager”) is a wholly-owned subsidiary of Resolute Investment Managers, Inc., which is indirectly owned by investment funds affiliated with Kelso & Company, L.P. and Estancia Capital Management, LLC, and was organized in 1986 to provide business management, advisory, administrative and asset management consulting services to the Trust and other investors.

New Accounting Pronouncements

In October 2016, the SEC adopted amendments to rules under the Investment Company Act of 1940 (“final rules”) intended to modernize the reporting and disclosure of information by registered investment companies. The final rules amend Regulation S-X and require funds to provide standardized, enhanced derivative disclosure in fund financial statements in a format designed for individual investors. The amendments to Regulation S-X also update the disclosures for other investments and investments in, and advances to affiliates and amend the rules regarding the general form and content of fund financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the amendments and its impact, if any, on the Funds’ Financial Statements.

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 amongst the classes:

Class	Eligible Investors	Minimum Initial Investments
Institutional	Large institutional investors - sold directly or through intermediary channels.	$	250,000
Y Class	Large institutional retirement plan investors.	$	100,000
Investor	All investors using intermediary organizations such as broker-dealers or retirement plan sponsors.	$	2,500
Advisor Class	All investors who invest through intermediary organizations, such as broker-dealers or third party administrators.	$	2,500
A Class	All investors who invest through intermediary organizations, such as broker-dealers or third party administrator. Retail investors who invest directly through a financial intermediary such as a broker, bank, or registered investment advisor which may include a front-end sales charge and a contingent deferred sales charge (“CDSC”).	$	2,500
C Class	Retail investors who invest directly through a financial intermediary such as a broker or employee directed benefit plans with applicable sales charges which may include CDSC.	$	1,000

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 service fees, service fees, and distribution fees and vary amongst the classes as described more fully in Note 2.

The following is a summary of significant accounting policies, consistently followed by the Funds in preparation of the financial statements. The Funds are considered investment companies and accordingly, follow

34

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

the investment company accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standard Codification Topic 946, Financial Services – Investment Companies, which is part of the U.S. Generally Accepted Accounting Principles (“U.S. GAAP”).

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 Net Asset Value (“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 will normally be declared and paid quarterly. Dividends from net investment income of the Mid-Cap Value Fund will normally be declared and be 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. Dividends to shareholders are determined in accordance with federal income tax regulations, which may differ in amount and character from net investment income and realized gains recognized for purposes of U.S. GAAP. To the extent necessary to fully distribute capital gains, the Funds may also designate earnings and profits distributed to shareholders on the redemption of shares.

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 gains in the Fund’s Statement 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.

Other

Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liabilities 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.

35

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

Concentration of Ownership

From time to time, the Funds may have a concentration of one or more accounts constituting a significant percentage of shares outstanding. Investment activities by holders of accounts that represent a controlling ownership of more than 5% of a Fund’s outstanding shares could have a material impact on a Fund. As of April 30, 2017, based on management’s evaluation of the shareholder account base, two accounts have been identified as representing a non-affiliated controlling ownership of approximately 12% of the Balanced Fund’s outstanding shares and one account has been identified as representing a non-affiliated controlling ownership of approximately 21% of the Mid-Cap Value Fund’s outstanding shares.

2.  Transactions with Affiliates

Management Agreement

The Funds and the Manager are parties to a Management Agreement that obligates the Manager to provide investment advisory, fund management, and administrative services to the Funds. As compensation for performing the duties under the Management Agreement, the Manager receives from the Funds an annualized fee at the following annual rates as a percentage of average daily net assets: 0.35% of the first $15 billion, 0.325% of the next $15 billion, and 0.30% of the next $30 billion. The Manager is one of the investment advisors of the Balanced Fund and receives an annualized fee of 0.15% on the portion of average daily net assets managed by the Manager. The Funds pay the unaffiliated investment advisors hired to direct investment activities of the Funds an annualized investment advisory fee based on a percentage of the Funds’ average daily assets. Management fees paid by the Funds during the period ended April 30, 2017 were as follows:

Fund	Management Fee Rate			Management Fee		Amount Paid to Investment Advisors		Amount Paid to Manager
Balanced		0.50	%	$	1,722,743	$	516,817	$	1,205,926
Mid-Cap Value		0.80	%		2,393,508		1,345,734		1,047,774

As compensation for services provided by the Manager in connection with securities lending activities conducted by the Funds, the lending Fund pays to the Manager, with respect to cash collateral posted by borrowers, a fee of 10% 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 10% of such loan fees. These fees are included in “Income derived from securities lending” and “Management and investment advisory fees” on the Statements of Operations. During the period ended April 30, 2017, the Manager received securities lending fees of $211 and $988 for the securities lending activities of the Balanced Fund and Mid-Cap Value Fund, respectively.

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 separate fees will be charged to the Funds for distribution purposes. However, the Plan authorizes the management 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 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, 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.

36

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2017 (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 of the Funds. As compensation for performing the duties required under the Service Plans, the Manager receives an annualized fee up to 0.10% of the average daily net assets of the Y Class, up to 0.15% of the average net assets of the A and C Classes, up to 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. Effective April 1, 2017, the Funds terminated the Service Plan for the Y Class.

Sub-Transfer Agent Fees

The Manager has entered into agreements, which include servicing agreements, with financial intermediaries that provide recordkeeping, processing, shareholder communications and other services to customers of the intermediaries that hold positions in the Institutional Class of the Funds and has agreed to compensate the intermediaries for providing these services. Effective April 1, 2017, the Funds agreed to compensate the intermediaries for providing services to the Y Class. Intermediaries transact with the Funds primarily through the use of omnibus accounts on behalf of their customers who hold positions in the Funds. Certain services would have been provided by the Funds’ transfer agent and other service providers if the shareholders’ accounts were maintained directly by the Funds’ transfer agent. Accordingly, the Funds, pursuant to the Trust’s Board of Trustees (the “Board”) approval, have agreed to reimburse the Manager for certain non-distribution shareholder services provided by financial intermediaries for the Institutional and Y Classes. The reimbursement amounts (sub-transfer agent fees) paid to the Manager are subject to a fee limit of up to 0.10% of an intermediary’s average net assets in the Institutional and Y Classes on an annual basis. During the period ended April 30, 2017, the sub-transfer agent fees, as reflected in “Transfer agent fees” on the Statements of Operations, were as follows:

Fund	Sub-Transfer Agent Fees
Balanced	$	13,733
Mid-Cap Value		23,715

As of April 30, 2017, the Funds owed the Manager the following reimbursement of sub-transfer agent fees, as reflected on “Transfer agent fees payable” on the Statement of Assets and Liabilities:

Fund	Reimbursement Sub-Transfer Agent Fees
Balanced	$	8,711
Mid-Cap Value		8,372

Investments in Affiliated Funds

The Funds may invest in the American Beacon U.S. Government Money Market Select Fund (the “USG Select Fund”). Cash collateral received by the Funds in connection with securities lending may also be invested in the USG Select Fund. The Funds and the USG Select Fund have the same investment advisor and therefore, are considered to be affiliated. The Manager serves as investment advisor to the USG Select Fund and receives management fees totaling 0.10% of the average daily net assets of the USG Select Fund. During the period ended April 30, 2017, the Manager earned fees on the Funds’ direct and securities lending collateral investments in the USG Select Fund as shown below:

Fund	Direct Investments in USG Select Fund		Securities Lending Collateral in USG Select Fund		Total
Balanced	$	18,267	$	95	$	18,362
Mid-Cap Value		14,915		2,356		17,271

37

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

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 period ended April 30, 2017, the Balanced Fund loaned on average $1,988,051 for 15 days at an average interest rate of 1.23% with interest charges earned of $988. This amount is included in “Interest income” on the Statements of Operations. During the period ended April 30, 2017, the Mid-Cap Value Fund did not utilize the credit facility.

Expense Reimbursement Plan

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 Classes’ 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 period ended April 30, 2017, there were no waived fees, expenses reimbursed, or recovered expenses.

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 period ended April 30, 2017, Foreside collected $12,538 and $524 in sales commissions for the Balanced Fund and Mid-Cap Value Fund, respectively, from the sale of Class A Shares of the Fund.

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 period ended April 30, 2017, CDSC fees of $625 were collected for Class A Shares of the Mid-Cap Value Fund.

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 period ended April 30, 2017, CDSC fees of $5,658 were collected for Class C Shares of the Balanced Fund.

Trustee Fees and Expenses

As compensation for their service to the Trust, the American Beacon Select Funds and the American Beacon Select Funds Institutional Trust, each Trustee receives an annual retainer of $120,000, plus $5,000 for each Board of Trustee meeting attended in person or via teleconference, $2,500 for attendance by Committee members at meetings of the Audit Committee and the Investment Committee, and $1,500 for attendance by Committee members at meetings of the Nominating and Governance Committee, plus reimbursement of reasonable expenses incurred in attending Board meetings, Committee meetings, and relevant educational seminars. The Trustees also may be compensated for attendance at special Board and/or Committee meetings from time to time. The Board Chairman receives an additional annual retainer of $50,000 as well as a single $5,000 fee each quarter for his attendance at the committee meetings. The chairpersons of the Audit Committee and the Investment Committee each receive an additional annual retainer of $25,000 and the Chairman of the Nominating and Governance Committee receives an additional annual retainer of $10,000. These expenses are allocated on a prorated basis to each Fund of the Trust according to its respective net assets.

38

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

3.  Security Valuation and Fair Value Measurements

Investments are valued at the close of the New York Stock Exchange (the “Exchange”), normally at 4:00 p.m. Eastern Time, 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 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 NAV per share of the mutual fund on the day of valuation.

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 Board.

Futures contracts are valued based upon their quoted daily settlement prices. Upon entering into a futures contract, the Funds are 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 Funds. 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.

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 Manager’s Valuation Committee, pursuant to procedures established by the 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. Fixed-income securities are considered Level 2 as they are valued using observable inputs.
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.

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.

39

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

Fixed-income securities including corporate, convertible and municipal bonds and notes, U.S. government agencies, and 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 and are categorized as Level 2 of the fair value hierarchy.

Mortgage-related and asset-backed securities are usually issued as separate tranches, or classes, or 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 incorporates 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.

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.

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 Funds’ 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 Funds 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 Funds to the same benefits and rights as ownership of a sponsored depositary receipt or the underlying security.

Common Stock

Common stock generally takes the form of shares in a corporation which represent an ownership interest. It ranks below preferred stock and debt securities in claims for dividends and for assets of the company in a liquidation or bankruptcy. The value of a company’s common stock may fall as a result of factors directly relating to that company, such as decisions made by its management or decreased demand for the company’s products or services. A stock’s value may also decline because of factors affecting not just the company, but also companies in the same industry or sector. The price of a company’s stock may also be affected by changes in financial markets that are relatively unrelated to the company, such as changes in interest rates, currency exchange rates or industry regulation. Companies that elect to pay dividends on their common stock generally only do so after they invest in their own business and make required payments to bondholders and on other debt and preferred stock. Therefore, the value of a company’s common stock will usually be more volatile than its bonds, other debt and preferred stock. Common stock may be exchange-traded or over-the-counter (“OTC”). OTC stock may be less liquid than exchange-traded stock.

40

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

Fixed-Income Investments

The Balanced Fund may hold debt, including government and corporate debt, and other fixed-income securities. Typically, the values of fixed-income securities change inversely with prevailing interest rates. Therefore, a fundamental risk of fixed-income securities is interest rate risk, which is the risk that their value will generally decline as prevailing interest rates rise, which may cause the Fund’s net asset value to likewise decrease, and vice versa. How specific fixed-income securities may react to changes in interest rates will depend on the specific characteristics of each security.

Foreign Securities

The Funds may invest in U.S. dollar-denominated equity and debt securities of foreign issuers and foreign branches of U.S. banks, including negotiable CDs, bankers’ acceptances, and commercial paper. Foreign issuers are issuers organized and doing business principally outside the United States and include corporations, banks, non-U.S. governments, and quasi-governmental organizations.

Illiquid and 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 (the “Securities Act”). Illiquid securities have included securities that have not been registered under the Securities Act, securities that are otherwise not readily marketable, and repurchase agreements having a remaining maturity of longer than seven calendar days. Disposal of both illiquid and restricted securities may involve time-consuming negotiations and expenses, and prompt sale at an acceptable price may be difficult to achieve. Restricted securities outstanding as of April 30, 2017 are disclosed in the Notes to the Schedules of Investments.

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.

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.

41

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

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 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,

42

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

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 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.

43

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2017 (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 the 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, the Funds become a shareholder of that investment company. As a result, the Funds’ shareholders indirectly will bear a Funds’ proportionate share of the fees and expenses paid by shareholders of the other investment company, in addition to the fees and expenses the Fund’s shareholders directly bear in connection with the Funds’ 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.

Publicly Traded Partnerships; Master Limited Partnerships

The Funds may invest in publicly traded partnerships such as master limited partnerships (“MLPs”). MLPs issue units that are registered with the SEC and are freely tradable on a securities exchange or in the over-the-counter (“OTC”) market. An MLP may have one or more general partners, who conduct the business, and one or more limited partners, who contribute capital. (An MLP also may be an entity similar to a limited partnership, such as a limited liability company, which has a manager or managing member and non-managing members (who are like limited partners)). The general partner or partners are jointly and severally responsible for the liabilities of the MLP. A Fund invests as a limited partner and normally would not be liable for the debts of an MLP beyond the amount the Fund has invested therein but it would not be shielded to the same extent that a shareholder of a corporation would be. In certain instances, creditors of an MLP would have the right to seek a return of capital that had been distributed to a limited partner. The right of an MLP’s creditors would continue even after a Fund had sold its investment in the partnership. MLPs typically invest in real estate and oil and gas equipment leasing assets, but they also finance entertainment, research and development, and other projects.

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.

U.S. Government Agency Securities

U.S. Government agency securities are issued or guaranteed by the U.S. Government or its agencies or instrumentalities. Some obligations issued by U.S. Government agencies and instrumentalities are supported by the full faith and credit of the U.S. Treasury; others by the right of the issuer to borrow from the U.S. Treasury; others by discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality; and others only by the credit of the agency or instrumentality. U.S. Government securities bear fixed, floating or variable rates of interest. While the U.S. Government currently provides financial support to certain U.S. Government-sponsored agencies or instrumentalities, no assurance can be given that it will always do so, since it is not so obligated by law. U.S. Government securities include U.S. Treasury bills, notes and bonds, Federal Home Loan Bank obligations, Federal Intermediate Credit Bank obligations, U.S. Government agency obligations and repurchase agreements secured thereby. U.S. Government agency securities are subject to credit risk and interest rate risk.

44

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

U.S. Treasury Obligations

U.S. Treasury obligations include bills (initial maturities of one year or less), notes (initial maturities between two and ten years), and bonds (initial maturities over ten years) issued by the U.S. Treasury, Separately Traded Registered Interest and Principal component parts of such obligations known as STRIPS and inflation-indexed securities. The prices of these securities (like all debt securities) change between issuance and maturity in response to fluctuating market interest rates.

5.  Financial Derivative Instruments

The Funds may utilize derivative instruments to market exposure on cash balances or reduce market exposure in anticipation of liquidity needs. When considering the Funds’ use of derivatives, it is important to note that the Funds do not use derivatives for the purpose of creating financial leverage.

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. The Funds 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.

During the period ended April 30, 2017, 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 each quarter end.

Average Futures Contracts Outstanding
Fund	Period Ended April 30, 2017
Balanced		250
Mid-Cap Value		149

45

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

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

Fair values of financial instruments on the Statements of Assets and Liabilities as of April 30, 2017:
Balanced Fund
	Derivatives not accounted for as hedging instruments
Assets:	Credit contracts		Foreign exchange contracts		Commodity contracts		Interest rate contracts		Equity contracts			Total
Receivable for variation margin from open futures contracts(2)		-		-		-		-		$	119,652		$	119,652
Mid-Cap Value Fund
Assets:	Credit contracts		Foreign exchange contracts		Commodity contracts		Interest rate contracts		Equity contracts			Total
Receivable for variation margin from open futures contracts(2)		-		-		-		-		$	324,066		$	324,066
The effect of financial derivative instruments on the Statements of Operations for the period ended April 30, 2017:
Balanced Fund
	Derivatives not accounted for as hedging instruments
Realized gain (loss) of derivatives recognized as a result from operations:	Credit contracts		Foreign exchange contracts		Commodity contracts		Interest rate contracts		Equity contracts			Total
Net realized gain (loss) from futures contracts		-		-		-		-		$	3,215,798		$	3,215,798
Net change in unrealized appreciation (depreciation) of derivatives recognized as a result from operations:	Credit contracts		Foreign exchange contracts		Commodity contracts		Interest rate contracts		Equity contracts			Total
Change in unrealized appreciation (depreciation) from futures contracts		-		-		-		-		$	390,877		$	390,877
Mid-Cap Value Fund
Realized gain (loss) of derivatives recognized as a result from operations:	Credit contracts		Foreign exchange contracts		Commodity contracts		Interest rate contracts		Equity contracts			Total
Net realized gain (loss) from futures contracts		-		-		-		-		$	3,029,776		$	3,029,776
Net change in unrealized appreciation (depreciation) of derivatives recognized as a result from operations:	Credit contracts		Foreign exchange contracts		Commodity contracts		Interest rate contracts		Equity contracts			Total
Change in unrealized appreciation (depreciation) from futures contracts		-		-		-		-		$	805,149		$	805,149

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

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

46

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

6.  Principal Risks

Investing in the Funds may involve certain risks including, but not limited to, those described below.

Allocation Risk

The sub-advisor’s judgments about, and allocations among, asset classes and market exposures may adversely affect the Funds’ performance. This risk may be increased by the use of derivatives to increase allocations to various market exposures.

Asset-Backed and Mortgage Related Securities Risk

Investments in asset-backed and mortgage related securities are subject to market risks for fixed-income securities which include, but are not limited to, credit risk, extension risk, interest rate risk and prepayment risk. A decline in the credit quality of the issuers of asset-backed and mortgage related securities or instability in the markets for such securities may affect the value and liquidity of such securities, which could result in losses to a Fund.

Credit Risk

The Funds are subject to the risk that the issuer or guarantor of a debt security, or the counterparty to a futures contract or a loan will fail to make timely payment of interest or principal or otherwise honor its obligations or default completely.

Cybersecurity and Operational Risk

The Funds and its service providers, and shareholders’ ability to transact with the Funds, may be negatively impacted due to operational risks arising from, among other problems, human errors, systems and technology disruptions or failures, or cybersecurity incidents. It is not possible for the Fund’s service providers to identify all of the operational risks that may affect the Funds or to develop processes and controls to completely eliminate or mitigate their occurrence or effects. Cybersecurity incidents could also affect issuers of securities in which the Funds invest, leading to significant loss of value.

Equity Investments Risk

Equity securities are subject to investment and market risk. The Funds’ investments in equity securities may include common stocks, REITs, depositary receipts, and U.S. dollar-denominated foreign stocks traded on U.S. exchanges. Such investments may expose the Fund to additional risks.

Common Stock - The value of a company’s common stock may fall as a result of factors affecting the company, companies in the same industry or sector, or the financial markets overall. Common stock generally is subordinate to preferred stock upon the liquidation or bankruptcy of the issuing company.

Depositary Receipts - Depositary receipts and U.S. dollar-denominated foreign stocks traded on U.S. exchanges are subject to certain of the risks associated with investing directly in foreign securities, including, but not limited to, currency exchange rate fluctuations, political and financial instability in the home country of a particular depositary receipt or foreign stock, less liquidity and more volatility, less government regulation and supervision and delays in transaction settlement.

REITs - Investments in REITs are subject to the risks associated with investing in the real estate industry such as adverse developments affecting the real estate industry and real property values. REITs also are dependent upon the skills of their managers and are subject to heavy cash flow dependency or self-liquidation. Domestic REITs could be adversely affected by failure to qualify for tax-free “pass-through” of net income and gains under the

47

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

Internal Revenue Code of 1986, as amended, or to maintain their exemption from registration under the Investment Company Act of 1940, as amended. REITs typically incur fees that are separate from those incurred by the Fund. Accordingly, the Fund’s investment in REITs will result in the layering of expenses such that shareholders will indirectly bear a proportionate share of the REITs’ operating expenses, in addition to paying Fund expenses. The value of REIT common stock may decline when interest rates rise.

Foreign Investing Risk

Non-U.S. investments carry potential risks not associated with U.S. investments. Such risks include, but are not limited to: (1) currency exchange rate fluctuations, (2) political and financial instability, (3) less liquidity and greater volatility, (4) lack of uniform accounting, auditing and financial reporting standards, (5) increased price volatility, and (6) less government regulation and supervision of foreign stock exchanges, brokers and listed companies, and (7) delays in transaction settlement in some foreign markets.

Futures Contracts Risk

Futures contracts are derivative instruments where one party pays a fixed price for an agreed amount of securities or other underlying assets at an agreed date. The use of such derivative instruments may expose a Fund to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives. Futures contracts may experience potentially dramatic price changes (losses) and imperfect correlation between the price of the contract and the underlying security or index, which will increase the volatility of the Fund and may involve a small investment of cash (the amount of initial and variation margin) relative to the magnitude of the risk assumed (the potential increase or decrease in the price of the futures contract).

Interest Rate Risk

The Balanced Fund is subject to the risk that the market value of fixed-income securities it holds, particularly mortgage backed and other asset backed securities, will decline due to rising interest rates. Generally, the value of investments with interest rate risk, such as fixed-income securities, will move in the opposite direction as movements in interest rates. Interest rates may rise, perhaps significantly and/or rapidly, potentially resulting in substantial losses to the Fund. The prices of fixed income securities are also affected by their duration. Fixed-income securities with longer duration generally have greater sensitivity to changes in interest rates. An increase in interest rates can impact markets broadly as well.

Investment Risk

An investment in the Funds is not a deposit with a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of a Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Funds.

Issuer Risk

The value of, and/or the return generated by, a security may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s goods or services, as well as the historical and prospective earnings of the issuer and the value of its assets.

Liquidity Risk

The Balanced Fund is susceptible to the risk that certain investments held by the Fund, such as certain fixed-income instruments, may have limited marketability or be subject to restrictions on sale, and may be difficult or impossible to purchase or sell at favorable times or prices. The Fund could lose money if it is unable to

48

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

dispose of an investment at a time that is most beneficial to the Fund. The Fund may be required to dispose of investments at unfavorable times or prices to satisfy obligations, which may result in losses or may be costly to the Fund. For example, the Fund may be forced to sell certain investments at unfavorable prices to meet redemption requests or other cash needs. Judgment plays a greater role in pricing illiquid investments than in investments with more active markets.

Market Risk

Since the financial crisis that started in 2008, the U.S. and many foreign economies continue to experience its after-effects, which have resulted, and may continue to result, in fixed income instruments experiencing unusual liquidity issues, increased price volatility and, in some cases, credit downgrades and increased likelihood of default. These events have reduced the willingness and ability of some lenders to extend credit, and have made it more difficult for some borrowers to obtain financing on attractive terms, if at all. In addition, global economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely impact issuers in a different country or region. The severity or duration of adverse economic conditions may also be affected by policy changes made by governments or quasi-governmental organizations.

In addition, political events within the U.S. and abroad may affect investor and consumer confidence and may adversely impact financial markets and the broader economy, perhaps suddenly and to a significant degree. High public debt in the U.S. and other countries creates ongoing systemic and market risks and policymaking uncertainty. Because the impact on the markets has been widespread, it may be difficult to identify both risks and opportunities using past models of the interplay of market forces, or to predict the duration of these market conditions. Interest rates have been unusually low in recent years in the U.S. and abroad. Because there is little precedent for this situation, it is difficult to predict the impact on various markets of a significant rate increase, whether brought about by U.S. policy makers or by dislocations in world markets. In addition, there is a risk that the prices of goods and services in the U.S. and many foreign economies may decline over time, known as deflation (the opposite of inflation). Deflation may have an adverse effect on stock prices and creditworthiness and may make defaults on debt more likely.

Other Investment Companies Risk

The Funds may invest in shares of other registered investment companies, including money market funds. To the extent that the Funds invests in shares of other registered investment companies, the Funds will indirectly bear the fees and expenses charged by those investment companies in addition to the Funds’ direct fees and expenses and will be subject to the risks associated with investments in those funds.

Prepayment and Extension Risk

Prepayment risk is the risk that the principal amount of a bond may be repaid prior to the bond’s maturity date. Due to a decline in interest rates or excess cash flow, a debt security may be called or otherwise prepaid before maturity. If this occurs, no additional interest will be paid on the investment and a Fund may have to invest at a lower rate, may not benefit from an increase in value that may result from declining interest rates, and may lose any premium it paid to acquire the security. Variable and floating rate securities may be less sensitive to prepayment risk. Extension risk is the risk that a decrease in prepayments may, as a result of higher interest rates or other factors, result in the extension of a security’s effective maturity, heighten interest rate risk and increase the potential for a decline in price.

Securities Lending Risk

To the extent the Funds lend its securities, it may be subject to the following risks; i) borrowers of the Funds’ securities typically provide collateral in the form of cash that is reinvested in securities, ii) the securities in

49

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

which the collateral is invested may not perform sufficiently to cover the return collateral payments owed to borrowers, iii) delays may occur in the recovery of securities from borrowers, which could interfere with the Funds’ ability to vote proxies or to settle transactions, and iv) there is the risk of possible loss of rights in the collateral should the borrower fail financially.

U.S. Government Securities and Government-Sponsored Enterprises Risk

A security backed by the U.S. Treasury or the full faith and credit of the United States is guaranteed only as to the timely payment of interest and principal when held to maturity. The market prices for such securities are not guaranteed and will fluctuate. Securities held by a Fund that are issued by government sponsored enterprises, such as the Federal National Mortgage Association (‘‘Fannie Mae’‘), Federal Home Loan Mortgage Corporation (‘‘Freddie Mac’‘), Federal Home Loan Bank (‘‘FHLB’‘), Federal Farm Credit Banks (“FFCB”), and the Tennessee Valley Authority are not guaranteed by the U.S. Treasury and are not backed by the full faith and credit of the U.S. Government and no assurance can be given that the U.S. Government will provide financial support if these organizations do not have the funds to meet future payment obligations. Government securities and securities of government sponsored entities are also subject to credit risk, interest rate risk and market risk.

Value Stocks Risk

Value stocks are subject to the risk that their intrinsic value may never be realized by the market or that their prices may decline. The Funds’ investments in value stocks seek to limit potential downside price risk over time, however, value stock prices may still decline substantially. In addition, the Fund may produce more modest gains as a trade-off for this potentially lower risk. A Funds investment in value stocks could cause the Fund to underperform funds that use a growth or non-value approach to investing or have a broader investment style.

Offsetting Assets and Liabilities

The Funds are parties to enforceable master netting agreements between brokers and counterparties which provides 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, 2017.

Balanced Fund

Offsetting of Financial and Derivative Assets and Liabilities as of April 30, 2017:
	Assets			Liabilities
Futures Contracts	$	119,652		$	-
Total derivative assets and liabilities in the Statement of Assets and Liabilities	$	119,652		$	-
Derivatives not subject to a Master Netting Agreement or similar agreement (“MNA”)	$	(119,652	)	$	-
Total derivative assets and liabilities subject to an MNA	$	-		$	-

50

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

	Remaining Contractual Maturity of the Agreements As of April 30, 2017
	Overnight and Continuous			<30 days			Between 30 & 90 days			>90 days			Total
Securities Lending Transactions
Common Stocks		$	873,145		$	-		$	-		$	-		$	873,145
Total Borrowings		$	873,145		$	-		$	-		$	-		$	873,145
Gross amount of recognized liabilities for securities lending transactions													$	873,145

Mid-Cap Value Fund

Offsetting of Financial and Derivative Assets and Liabilities as of April 30, 2017:
	Assets			Liabilities
Futures Contracts	$	324,066		$	-
Total derivative assets and liabilities in the Statement of Assets and Liabilities	$	324,066		$	-
Derivatives not subject to a Master Netting Agreement or similar agreement (“MNA”)	$	(324,066	)	$	-
Total derivative assets and liabilities subject to an MNA	$	-		$	-

	Remaining Contractual Maturity of the Agreements As of April 30, 2017
	Overnight and Continuous			<30 days			Between 30 & 90 days			>90 days			Total
Securities Lending Transactions
Common Stocks		$	6,561,988		$	-		$	-		$	-		$	6,561,988
Total Borrowings		$	6,561,988		$	-		$	-		$	-		$	6,561,988
Gross amount of recognized liabilities for securities lending transactions													$	6,561,988

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 unrecorded tax liabilities in the accompanying financial statements. Each of the tax years in the four year period ended October 31, 2016, 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.

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 (depreciation), as applicable, as the income is earned or capital gains are recorded.

51

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

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:

	Balanced Fund				Mid-Cap Value Fund
	Six Months Ended April 30, 2017		Year Ended October 31, 2016		Six Months Ended April 30, 2017		Year Ended October 31, 2016
	(unaudited)				(unaudited)
Distributions paid from:
Ordinary income*
Institutional Class	$	3,140,967	$	8,264,594	$	3,184,300	$	5,546,242
Y Class		739,019		405,490		1,054,082		1,490,422
Investors Class		1,734,032		1,969,152		3,122,003		5,830,974
Advisor Class		119,462		133,099		63,730		110,271
A Class		309,665		377,279		224,784		278,524
C Class		354,843		334,834		30,824		76,687
Long-term capital gains
Institutional Class		-		21,375,622		-		9,918,865
Y Class		-		1,575,829		-		2,719,017
Investors Class		-		7,756,202		-		11,678,403
Advisor Class		-		605,990		-		276,050
A Class		-		1,370,814		-		639,255
C Class		-		2,334,178		-		257,621
Total distributions paid	$	6,397,988	$	46,503,083	$	7,679,723	$	38,822,331

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

As of April 30, 2017 the components of distributable earnings (deficits) on a tax basis were as follows:

Fund	Tax cost		Unrealized appreciation		Unrealized depreciation			Net unrealized appreciation (depreciation)
Balanced	$	332,712,014	$	56,826,266	$	(10,375,598	)	$	46,450,668
Mid-Cap Value		546,265,541		106,224,782		(22,292,096	)		83,932,686

Fund	Net unrealized appreciation (depreciation)		Undistributed ordinary income		Undistributed long-term capital gains		Accumulated capital and other losses			Other temporary differences		Distributable earnings
Balanced	$	46,450,668	$	7,864,884	$	37,793,895	$	(119,652	)	$	119,652	$	92,109,447
Mid-Cap Value		83,932,686		1,321,472		-		(4,291,357	)		323,891		81,286,692

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 (depreciation) are attributable primarily to the tax deferral of losses from wash sales, the realization for tax purposes of unrealized gains (losses) on certain derivative instruments, reclassifications of income from real estate investment securities and publicly traded partnerships, and book amortization of premiums.

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.

52

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

Accordingly, the following amounts represent current year permanent differences derived from book amortization of premium, foreign currency reclasses, paydown reclasses, Section 732 basis adjustments, reclassifications of income from real estate investment securities and publicly traded partnerships, and reclassifications of dividends as of April 30, 2017:

Fund	Paid-in-capital		Undistributed (overdistribution of) net investment income			Accumulated net realized gain (loss)			Net unrealized appreciation (depreciation)
Balanced	$	228	$	541,840		$	(542,066	)	$	(2	)
Mid-Cap Value		3,470		(143,390	)		139,920			-

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. During the period ended April 30, 2017, Mid-Cap Value Fund had $3,967,291 short-term post RIC MOD capital loss carryforwards.

During the period ended April 30, 2017 the Funds utilized the following post RIC MOD capital loss carryforwards:

Fund	Short-Term Capital Loss Carryforwards		Long-Term Capital Loss Carryforwards
Balanced	$	2,065,884	$	4,189,544
Mid-Cap Value		4,037,982		11,290,330

8.  Investment Transactions

The aggregate cost of purchases and proceeds from sales and maturities of investments, other than short-term obligations, for the period ended April 30, 2017 were as follows:

Fund	Purchases (non-U.S. Government Securities)		Purchases of U.S. Government Securities		Sales (non-U.S. Government Securities)			Sales of U.S. Government Securities
Balanced	$	82,410,736	$	17,727,205	$	(90,322,389	)	$	(10,041,513	)
Mid-Cap Value		79,265,893		-		(83,507,386	)		-

A summary of the Funds’ transactions in the USG Select Fund for the period ended April 30, 2017 are as follows:

Fund	Type of Transaction		October 31, 2016 Shares/Fair Value		Purchases		Sales		April 30, 2017 Shares/Fair Value		Dividend Income
Balanced		Direct		32,057,781	$	123,677,544	$	136,705,789	$	19,029,536	$	85,299
Balanced		Securities Lending		-		4,240,721		3,345,346		895,375		n/a
Mid-Cap Value		Direct		25,957,274		105,165,208		97,256,904		33,865,578		72,329
Mid-Cap Value		Securities Lending		4,103,281		63,525,623		60,860,375		6,768,529		n/a

9.  Securities Lending

The Funds may lend their 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

53

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

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 Funds’ 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 Funds, the Agent, and the Manager retained 80%, 10%, and 10%, respectively, of the income generated from securities lending.

While securities are on loan, the Funds continue 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 Funds would be subject to on the dividend.

Securities lending transactions pose certain risks to the Funds, 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 Funds could also experience delays and costs in gaining access to the collateral. The Funds bear 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, 2017, the value of outstanding securities on loan and the value of collateral was as follows:

Fund	Market Value of Securities on Loan		Cash Collateral Received		Non-Cash Collateral Received		Total Collateral Received
Balanced	$	873,145	$	895,375	$	-	$	895,375
Mid-Cap Value		6,561,988		6,768,529		-		6,768,529

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

54

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

10.  Capital Share Transactions

The tables below summarize the activity in capital shares for each Class of the Funds:

	Institutional Class
	Six Months Ended April 30, 2017						Year Ended October 31, 2016
American Beacon Balanced Fund	Shares			Amount			Shares			Amount
Shares sold		576,037		$	9,376,977			27,615,173		$	413,275,370
Reinvestment of dividends		192,728			3,131,751			2,110,281			29,609,682
Shares redeemed		(27,235,230	)		(445,428,685	)		(26,882,903	)		(378,720,594	)
Net (decrease) in shares outstanding		(26,466,465	)	$	(432,919,957	)		2,842,551		$	64,164,458
	Y Class
	Six Months Ended April 30, 2017						Year Ended October 31, 2016
American Beacon Balanced Fund	Shares			Amount			Shares			Amount
Shares sold		2,876,820		$	46,789,023			1,011,636		$	15,071,547
Reinvestment of dividends		36,660			601,238			126,508			1,861,848
Shares redeemed		(523,311	)		(8,545,098	)		(1,725,794	)		(25,396,659	)
Net (decrease) in shares outstanding		2,390,169		$	38,845,163			(587,650	)	$	(8,463,264	)
	Investor Class
	Six Months Ended April 30, 2017						Year Ended October 31, 2016
American Beacon Balanced Fund	Shares			Amount			Shares			Amount
Shares sold		1,352,404		$	19,732,547			1,350,859		$	18,123,424
Reinvestment of dividends		115,889			1,695,912			720,937			9,524,234
Shares redeemed		(1,234,475	)		(17,979,791	)		(3,685,502	)		(49,146,541	)
Net (decrease) in shares outstanding		233,818		$	3,448,668			(1,613,706	)	$	(21,498,883	)
	Advisor Class
	Six Months Ended April 30, 2017						Year Ended October 31, 2016
American Beacon Balanced Fund	Shares			Amount			Shares			Amount
Shares sold		65,669		$	1,012,638			133,774		$	1,850,033
Reinvestment of dividends		7,734			119,462			53,093			739,089
Shares redeemed		(99,098	)		(1,526,852	)		(352,921	)		(4,929,490	)
Net (decrease) in shares outstanding		(25,695	)	$	(394,752	)		(166,054	)	$	(2,340,368	)
	A Class
	Six Months Ended April 30, 2017						Year Ended October 31, 2016
American Beacon Balanced Fund	Shares			Amount			Shares			Amount
Shares sold		268,192		$	3,919,416			482,815		$	6,411,237
Reinvestment of dividends		19,332			282,448			125,899			1,660,888
Shares redeemed		(386,041	)		(5,587,943	)		(826,982	)		(11,295,620	)
Net (decrease) in shares outstanding		(98,517	)	$	(1,386,079	)		(218,268	)	$	(3,223,495	)
	C Class
	Six Months Ended April 30, 2017						Year Ended October 31, 2016
American Beacon Balanced Fund	Shares			Amount			Shares			Amount
Shares sold		334,547		$	4,942,731			513,284		$	6,943,323
Reinvestment of dividends		22,306			329,611			186,044			2,476,409
Shares redeemed		(359,038	)		(5,268,802	)		(909,921	)		(12,252,401	)
Net (decrease) in shares outstanding		(2,185	)	$	3,540			(210,593	)	$	(2,832,669	)

55

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

	Institutional Class
	Six Months Ended April 30, 2017						Year Ended October 31, 2016
American Beacon Mid-Cap Value Fund	Shares			Amount			Shares			Amount
Shares sold		2,938,782		$	45,893,175			4,825,944		$	64,259,175
Reinvestment of dividends		200,907			3,102,004			1,149,977			15,064,696
Shares redeemed		(2,679,014	)		(41,725,820	)		(9,719,197	)		(132,906,070	)
Net (decrease) in shares outstanding		460,675		$	7,269,359			(3,743,276	)	$	(53,582,199	)
	Y Class
	Six Months Ended April 30, 2017						Year Ended October 31, 2016
American Beacon Mid-Cap Value Fund	Shares			Amount			Shares			Amount
Shares sold		735,498		$	11,409,498			1,694,856		$	21,909,728
Reinvestment of dividends		68,733			1,052,987			323,352			4,203,575
Shares redeemed		(525,544	)		(8,168,915	)		(1,882,894	)		(24,911,078	)
Net (decrease) in shares outstanding		278,687		$	4,293,570			135,314		$	1,202,225
	Investor Class
	Six Months Ended April 30, 2017						Year Ended October 31, 2016
American Beacon Mid-Cap Value Fund	Shares			Amount			Shares			Amount
Shares sold		1,737,381		$	27,472,072			3,990,292		$	53,655,559
Reinvestment of dividends		199,673			3,114,890			1,320,670			17,472,465
Shares redeemed		(2,346,930	)		(36,742,771	)		(8,788,846	)		(117,484,842	)
Net (decrease) in shares outstanding		(409,876	)	$	(6,155,809	)		(3,477,884	)	$	(46,356,818	)
	Advisor Class
	Six Months Ended April 30, 2017						Year Ended October 31, 2016
American Beacon Mid-Cap Value Fund	Shares			Amount			Shares			Amount
Shares sold		32,441		$	502,713			152,769		$	1,990,312
Reinvestment of dividends		4,212			63,730			30,087			386,321
Shares redeemed		(123,439	)		(1,837,210	)		(167,622	)		(2,196,069	)
Net (decrease) in shares outstanding		(86,786	)	$	(1,270,767	)		15,234		$	180,564
	A Class
	Six Months Ended April 30, 2017						Year Ended October 31, 2016
American Beacon Mid-Cap Value Fund	Shares			Amount			Shares			Amount
Shares sold		206,812		$	3,207,098			798,185		$	9,613,064
Reinvestment of dividends		14,503			219,286			69,638			893,451
Shares redeemed		(335,991	)		(5,123,318	)		(595,507	)		(7,792,695	)
Net (decrease) in shares outstanding		(114,676	)	$	(1,696,934	)		272,316		$	2,713,820
	C Class
	Six Months Ended April 30, 2017						Year Ended October 31, 2016
American Beacon Mid-Cap Value Fund	Shares			Amount			Shares			Amount
Shares sold		34,390		$	514,710			78,375		$	1,022,759
Reinvestment of dividends		2,030			29,866			26,027			325,334
Shares redeemed		(39,379	)		(575,288	)		(99,482	)		(1,268,556	)
Net (decrease) in shares outstanding		(2,959	)	$	(30,712	)		4,920		$	79,537
	AMR Class
	Six Months Ended April 30, 2017						Year Ended October 31, 2016
American Beacon Mid-Cap Value Fund	Shares			Amount			Shares			Amount
Shares sold		-		$	-			936		$	13,774
Shares redeemed		-			-			(85,963	)		(1,270,532	)
Net (decrease) in shares outstanding		-		$	-			(85,027	)	$	(1,256,758	)

56

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2017 (Unaudited)

11.  Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Fund’s financial statements through this date.

57

American Beacon Balanced Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Institutional ClassA
	Six Months Ended April 30,			Year Ended October 31,
	2017			2016			2015			2014			2013			2012
	(unaudited)
Net asset value, beginning of period	$	15.26		$	15.79		$	16.79		$	16.31		$	14.27		$	12.89
Income from investment operations:
Net investment income		0.20			0.27			0.32			0.38			0.30			0.32
Net gains (losses) on investments (both realized and unrealized)		1.21			0.20			(0.32	)		1.35			2.35			1.38
Total income (loss) from investment operations		1.41			0.47			-			1.73			2.65			1.70
Less distributions:
Dividends from net investment income		(0.20	)		(0.25	)		(0.22	)		(0.42	)		(0.30	)		(0.32	)
Distributions from net realized gains		-			(0.75	)		(0.78	)		(0.83	)		(0.31	)		-
Total distributions		(0.20	)		(1.00	)		(1.00	)		(1.25	)		(0.61	)		(0.32	)
Net asset value, end of period	$	16.47		$	15.26		$	15.79		$	16.79		$	16.31		$	14.27
Total returnD		9.29	%B		3.30	%		(0.07	)%		11.15	%		19.04	%		13.23	%
Ratios and supplemental data:
Net assets, end of period	$	87,670,844		$	485,231,068		$	99,173,943		$	74,422,347		$	60,916,035		$	40,938,021
Ratios to average net assets:
Expenses, before reimbursements		0.56	%C		0.62	%		0.58	%		0.58	%		0.60	%		0.59	%
Expenses, net of reimbursements		0.56	%C		0.62	%		0.58	%		0.58	%		0.60	%		0.59	%
Net investment income, before expense reimbursements		1.77	%C		1.90	%		1.83	%		2.24	%		1.86	%		2.27	%
Net investment income, net of reimbursements		1.77	%C		1.90	%		1.83	%		2.24	%		1.86	%		2.27	%
Portfolio turnover rate		18	%B		16	%		62	%		34	%		56	%		58	%

^A  On May 31, 2016, the AMR Class closed and the assets were merged into the Institutional Class.

^B  Not annualized.

^C  Annualized.

^D  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 U.S. GAAP 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.

58

American Beacon Balanced Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Y Class
	Six Months Ended April 30,			Year Ended October 31,
	2017			2016			2015			2014			2013			2012
	(unaudited)
Net asset value, beginning of period	$	15.30		$	15.84		$	16.83		$	16.37		$	14.32		$	12.93
Income from investment operations:
Net investment income		0.09			0.30			0.30			0.40			0.39			0.17
Net gains (losses) on investments (both realized and unrealized)		1.36			0.13			(0.30	)		1.31			2.26			1.51
Total income (loss) from investment operations		1.45			0.43			-			1.71			2.65			1.68
Less distributions:
Dividends from net investment income		(0.20	)		(0.22	)		(0.21	)		(0.42	)		(0.29	)		(0.29	)
Distributions from net realized gains		-			(0.75	)		(0.78	)		(0.83	)		(0.31	)		-
Total distributions		(0.20	)		(0.97	)		(0.99	)		(1.25	)		(0.60	)		(0.29	)
Net asset value, end of period	$	16.55		$	15.30		$	15.84		$	16.83		$	16.37		$	14.32
Total returnA		9.49	%B		3.06	%		(0.07	)%		10.98	%		18.97	%		13.04	%
Ratios and supplemental data:
Net assets, end of period	$	70,746,028		$	28,843,268		$	39,151,318		$	36,113,608		$	7,262,894		$	2,482,039
Ratios to average net assets:
Expenses, before reimbursements		0.67	%C		0.72	%		0.66	%		0.67	%		0.68	%		0.69	%
Expenses, net of reimbursements		0.67	%C		0.72	%		0.66	%		0.68	%		0.70	%		0.69	%
Net investment income, before expense reimbursements		1.53	%C		1.95	%		1.75	%		2.01	%		1.71	%		2.08	%
Net investment income, net of reimbursements		1.53	%C		1.95	%		1.75	%		2.01	%		1.69	%		2.08	%
Portfolio turnover rate		18	%B		16	%		62	%		34	%		56	%		58	%

^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 U.S. GAAP 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.

59

American Beacon Balanced Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Investor Class
	Six Months Ended April 30,			Year Ended October 31,
	2017			2016			2015			2014			2013			2012
	(unaudited)
Net asset value, beginning of period	$	13.71		$	14.30		$	15.31		$	14.98		$	13.16		$	11.93
Income from investment operations:
Net investment income		0.11			0.18			0.22			0.42			0.26			0.23
Net gains (losses) on investments (both realized and unrealized)		1.13			0.18			(0.26	)		1.11			2.13			1.30
Total income (loss) from investment operations		1.24			0.36			(0.04	)		1.53			2.39			1.53
Less distributions:
Dividends from net investment income		(0.18	)		(0.20	)		(0.19	)		(0.37	)		(0.26	)		(0.30	)
Distributions from net realized gains		-			(0.75	)		(0.78	)		(0.83	)		(0.31	)		-
Total distributions		(0.18	)		(0.95	)		(0.97	)		(1.20	)		(0.57	)		(0.30	)
Net asset value, end of period	$	14.77		$	13.71		$	14.30		$	15.31		$	14.98		$	13.16
Total returnA		9.08	%B		2.85	%		(0.35	)%		10.75	%		18.65	%		12.86	%
Ratios and supplemental data:
Net assets, end of period	$	140,550,448		$	127,235,433		$	155,757,561		$	165,808,020		$	109,336,889		$	89,271,812
Ratios to average net assets:
Expenses, before reimbursements		0.88	%C		0.95	%		0.91	%		0.92	%		0.92	%		0.92	%
Expenses, net of reimbursements		0.88	%C		0.95	%		0.91	%		0.92	%		0.92	%		0.92	%
Net investment income, before expense reimbursements		1.38	%C		1.72	%		1.51	%		1.84	%		1.62	%		1.95	%
Net investment income, net of reimbursements		1.38	%C		1.72	%		1.51	%		1.84	%		1.62	%		1.95	%
Portfolio turnover rate		18	%B		16	%		62	%		34	%		56	%		58	%

^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 U.S. GAAP 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.

60

American Beacon Balanced Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Advisor Class
	Six Months Ended April 30,			Year Ended October 31,
	2017			2016			2015			2014			2013			2012
	(unaudited)
Net asset value, beginning of period	$	14.46		$	15.02		$	16.04		$	15.65		$	13.73		$	12.36
Income from investment operations:
Net investment income (loss)		0.13			0.24			0.22			0.18			(0.12	)		0.42
Net gains (losses) on investments (both realized and unrealized)		1.17			0.12			(0.29	)		1.39			2.60			1.14
Total income (loss) from investment operations		1.30			0.36			(0.07	)		1.57			2.48			1.56
Less distributions:
Dividends from net investment income		(0.17	)		(0.17	)		(0.17	)		(0.35	)		(0.25	)		(0.19	)
Distributions from net realized gains		-			(0.75	)		(0.78	)		(0.83	)		(0.31	)		-
Total distributions		(0.17	)		(0.92	)		(0.95	)		(1.18	)		(0.56	)		(0.19	)
Net asset value, end of period	$	15.59		$	14.46		$	15.02		$	16.04		$	15.65		$	13.73
Total returnA		8.99	%B		2.71	%		(0.58	)%		10.58	%		18.52	%		12.62	%
Ratios and supplemental data:
Net assets, end of period	$	11,032,043		$	10,603,004		$	13,510,138		$	14,705,747		$	6,352,890		$	2,506,831
Ratios to average net assets:
Expenses, before reimbursements		1.07	%C		1.12	%		1.06	%		1.07	%		1.07	%		1.09	%
Expenses, net of reimbursements		1.07	%C		1.12	%		1.06	%		1.07	%		1.07	%		1.09	%
Net investment income, before expense reimbursements		1.20	%C		1.55	%		1.35	%		1.75	%		1.32	%		1.82	%
Net investment income, net of reimbursements		1.20	%C		1.55	%		1.35	%		1.75	%		1.32	%		1.82	%
Portfolio turnover rate		18	%B		16	%		62	%		34	%		56	%		58	%

^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 U.S. GAAP 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.

61

American Beacon Balanced Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	A Class
	Six Months Ended April 30,			Year Ended October 31,
	2017			2016			2015			2014			2013			2012
	(unaudited)
Net asset value, beginning of period	$	13.69		$	14.27		$	15.29		$	14.97		$	13.16		$	12.06
Income from investment operations:
Net investment income		0.09			0.21			0.23			0.33			0.22			0.33
Net gains (losses) on investments (both realized and unrealized)		1.15			0.15			(0.29	)		1.18			2.14			1.17
Total income (loss) from investment operations		1.24			0.36			(0.06	)		1.51			2.36			1.50
Less distributions:
Dividends from net investment income		(0.18	)		(0.19	)		(0.18	)		(0.36	)		(0.24	)		(0.40	)
Distributions from net realized gains		-			(0.75	)		(0.78	)		(0.83	)		(0.31	)		-
											��
Total distributions		(0.18	)		(0.94	)		(0.96	)		(1.19	)		(0.55	)		(0.40	)
Net asset value, end of period	$	14.75		$	13.69		$	14.27		$	15.29		$	14.97		$	13.16
Total returnA		9.05	%B		2.84	%		(0.48	)%		10.67	%		18.45	%		12.65	%
Ratios and supplemental data:
Net assets, end of period	$	25,367,602		$	24,892,096		$	29,074,120		$	25,578,944		$	6,284,539		$	3,126,922
Ratios to average net assets:
Expenses, before reimbursements		0.97	%C		1.02	%		0.97	%		1.02	%		1.10	%		1.13	%
Expenses, net of reimbursements		0.97	%C		1.02	%		0.97	%		1.04	%		1.10	%		1.09	%
Net investment income, before expense reimbursements		1.30	%C		1.64	%		1.44	%		1.68	%		1.31	%		1.62	%
Net investment income, net of reimbursements		1.30	%C		1.64	%		1.44	%		1.67	%		1.30	%		1.66	%
Portfolio turnover rate		18	%B		16	%		62	%		34	%		56	%		58	%

^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 U.S. GAAP 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.

62

American Beacon Balanced Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	C Class
	Six Months Ended April 30,			Year Ended October 31,
	2017			2016			2015			2014			2013			2012
	(unaudited)
Net asset value, beginning of period	$	13.83		$	14.43		$	15.47		$	15.13		$	13.33		$	12.13
Income from investment operations:
Net investment income		0.04			0.12			0.14			0.21			0.17			0.15
Net gains (losses) on investments (both realized and unrealized)		1.15			0.13			(0.29	)		1.20			2.11			1.29
Total income (loss) from investment operations		1.19			0.25			(0.15	)		1.41			2.28			1.44
Less distributions:
Dividends from net investment income		(0.12	)		(0.10	)		(0.11	)		(0.24	)		(0.17	)		(0.24	)
Distributions from net realized gains		-			(0.75	)		(0.78	)		(0.83	)		(0.31	)		-
Total distributions		(0.12	)		(0.85	)		(0.89	)		(1.07	)		(0.48	)		(0.24	)
Net asset value, end of period	$	14.90		$	13.83		$	14.43		$	15.47		$	15.13		$	13.33
Total returnA		8.63	%B		2.03	%		(1.14	)%		9.80	%		17.50	%		11.86	%
Ratios and supplemental data:
Net assets, end of period	$	43,961,361		$	40,827,570		$	45,641,648		$	32,045,404		$	11,573,900		$	3,578,962
Ratios to average net assets:
Expenses, before reimbursements		1.72	%C		1.77	%		1.72	%		1.78	%		1.84	%		1.85	%
Expenses, net of reimbursements		1.72	%C		1.77	%		1.72	%		1.79	%		1.85	%		1.83	%
Net investment income, before expense reimbursements		0.55	%C		0.89	%		0.69	%		0.94	%		0.51	%		0.88	%
Net investment income, net of reimbursements		0.55	%C		0.89	%		0.69	%		0.93	%		0.50	%		0.90	%
Portfolio turnover rate		18	%B		16	%		62	%		34	%		56	%		58	%

^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 U.S. GAAP 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.

63

American Beacon Mid-Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Institutional Class
	Six Months Ended April 30,			Year Ended October 31,
	2017			2016			2015D			2014			2013			2012
	(unaudited)
Net asset value, beginning of period	$	14.03		$	14.62		$	14.76		$	14.33		$	10.95		$	9.73
Income from investment operations:
Net investment income		0.08			0.26			0.16			0.12			0.13			0.14
Net gains on investments (both realized and unrealized)		2.18			0.03			0.25			1.27			3.93			1.21
Total income (loss) from investment operations		2.26			0.29			0.41			1.39			4.06			1.35
Less distributions:
Dividends from net investment income		(0.22	)		(0.17	)		(0.10	)		(0.11	)		(0.20	)		(0.13	)
Distributions from net realized gains		-			(0.71	)		(0.45	)		(0.85	)		(0.48	)		-
Total distributions		(0.22	)		(0.88	)		(0.55	)		(0.96	)		(0.68	)		(0.13	)
Redemption fees added to beneficial interests		-			-			-	E		-	E		-	E		-	E
Net asset value, end of period	$	16.07		$	14.03		$	14.62		$	14.76		$	14.33		$	10.95
Total returnA		16.18	%B		2.39	%		2.73	%		10.20	%		39.18	%		14.07	%
Ratios and supplemental data:
Net assets, end of period	$	231,332,655		$	195,472,135		$	258,503,278		$	193,634,639		$	72,206,907		$	34,207,844
Ratios to average net assets:
Expenses, before reimbursements		0.88	%C		0.89	%		0.85	%		0.89	%		0.99	%		1.06	%
Expenses, net of reimbursements		0.88	%C		0.89	%		0.85	%		0.93	%		0.98	%		0.98	%
Net investment income, before expense reimbursements		1.12	%C		1.65	%		1.10	%		0.92	%		1.05	%		1.17	%
Net investment income, net of reimbursements		1.12	%C		1.65	%		1.10	%		0.88	%		1.06	%		1.25	%
Portfolio turnover rate		14	%B		27	%		79	%		24	%		48	%		87	%

^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 U.S. GAAP 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  WEDGE Capital Management was added as an investment manager to the Mid-Cap Value Fund on May 11, 2015.

^E  Amount represents less than $0.01 per share.

64

American Beacon Mid-Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Y Class
	Six Months Ended April 30,			Year Ended October 31,
	2017			2016			2015D			2014			2013			2012
	(unaudited)
Net asset value, beginning of period	$	13.92		$	14.52		$	14.66		$	14.25		$	10.92		$	9.72
Income from investment operations:
Net investment income		0.08			0.23			0.15			0.18			0.17			0.13
Net gains on investments (both realized and unrealized)		2.16			0.05			0.26			1.19			3.86			1.21
Total income (loss) from investment operations		2.24			0.28			0.41			1.37			4.03			1.34
Less distributions:
Dividends from net investment income		(0.21	)		(0.17	)		(0.10	)		(0.11	)		(0.22	)		(0.14	)
Distributions from net realized gains		-			(0.71	)		(0.45	)		(0.85	)		(0.48	)		-
Total distributions		(0.21	)		(0.88	)		(0.55	)		(0.96	)		(0.70	)		(0.14	)
Redemption fees added to beneficial interests		-			-			–	E		–	E		–	E		–	E
Net asset value, end of period	$	15.95		$	13.92		$	14.52		$	14.66		$	14.25		$	10.92
Total returnA		16.15	%B		2.29	%		2.76	%		10.15	%		38.99	%		13.97	%
Ratios and supplemental data:
Net assets, end of period	$	83,498,634		$	68,994,531		$	70,009,288		$	31,074,584		$	2,813,712		$	516,032
Ratios to average net assets:
Expenses, before reimbursements		0.96	%C		0.96	%		0.94	%		0.98	%		1.11	%		1.28	%
Expenses, net of reimbursements		0.96	%C		0.96	%		0.94	%		0.98	%		1.08	%		1.06	%
Net investment income, before expense reimbursements		1.03	%C		1.59	%		1.02	%		0.80	%		0.79	%		0.82	%
Net investment income, net of reimbursements		1.03	%C		1.59	%		1.02	%		0.80	%		0.82	%		1.03	%
Portfolio turnover rate		14	%B		27	%		79	%		24	%		48	%		87	%

^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 U.S. GAAP 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  WEDGE Capital Management was added as an investment manager to the Mid-Cap Value Fund on May 11, 2015.

^E  Amount represents less than $0.01 per share.

65

American Beacon Mid-Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Investor Class
	Six Months Ended April 30,			Year Ended October 31,
	2017			2016			2015D			2014			2013			2012
	(unaudited)
Net asset value, beginning of period	$	14.14		$	14.73		$	14.89		$	14.47		$	10.98		$	9.71
Income from investment operations:
Net investment income		0.07			0.21			0.13			0.16			0.23			0.34
Net gains on investments (both realized and unrealized)		2.20			0.05			0.25			1.21			3.83			1.00
Total income (loss) from investment operations		2.27			0.26			0.38			1.37			4.06			1.34
Less distributions:
Dividends from net investment income		(0.19	)		(0.14	)		(0.09	)		(0.10	)		(0.09	)		(0.07	)
Distributions from net realized gains		-			(0.71	)		(0.45	)		(0.85	)		(0.48	)		-
Total distributions		(0.19	)		(0.85	)		(0.54	)		(0.95	)		(0.57	)		(0.07	)
Redemption fees added to beneficial interests		-			-			-	E		-	E		-	E		-	E
Net asset value, end of period	$	16.22		$	14.14		$	14.73		$	14.89		$	14.47		$	10.98
Total returnA		16.07	%B		2.12	%		2.52	%		9.99	%		38.69	%		13.84	%
Ratios and supplemental data:
Net assets, end of period	$	272,581,324		$	243,421,035		$	304,799,582		$	246,404,670		$	17,871,568		$	4,156,858
Ratios to average net assets:
Expenses, before reimbursements		1.09	%C		1.12	%		1.09	%		1.13	%		1.25	%		1.44	%
Expenses, net of reimbursements		1.09	%C		1.12	%		1.09	%		1.14	%		1.23	%		1.23	%
Net investment income, before expense reimbursements		0.91	%C		1.44	%		0.87	%		0.61	%		0.68	%		0.75	%
Net investment income, net of reimbursements		0.91	%C		1.44	%		0.87	%		0.60	%		0.70	%		0.96	%
Portfolio turnover rate		14	%B		27	%		79	%		24	%		48	%		87	%

^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 U.S. GAAP 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 WEDGE Capital Management was added as an investment manager to the Mid-Cap Value Fund on May 11, 2015.

^E Amount represents less than $0.01 per share.

66

American Beacon Mid-Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Advisor Class
	Six Months Ended April 30,			Year Ended October 31,
	2017			2016			2015D			2014			2013			2012
	(unaudited)
Net asset value, beginning of period	$	13.69		$	14.27		$	14.46		$	14.07		$	10.81		$	9.56
Income from investment operations:
Net investment income		0.13			0.16			0.08			0.11			0.11			0.05
Net gains on investments (both realized and unrealized)		2.04			0.05			0.25			1.17			3.83			1.23
Total income (loss) from investment operations		2.17			0.21			0.33			1.28			3.94			1.28
Less distributions:
Dividends from net investment income		(0.14	)		(0.08	)		(0.07	)		(0.04	)		(0.20	)		(0.03	)
Distributions from net realized gains		-			(0.71	)		(0.45	)		(0.85	)		(0.48	)		-
Total distributions		(0.14	)		(0.79	)		(0.52	)		(0.89	)		(0.68	)		(0.03	)
Redemption fees added to beneficial interests		-			-			-	E		-	E		-	E		-	E
Net asset value, end of period	$	15.72		$	13.69		$	14.27		$	14.46		$	14.07		$	10.81
Total returnA		15.92	%B		1.82	%		2.25	%		9.58	%		38.43	%		13.44	%
Ratios and supplemental data:
Net assets, end of period	$	6,238,772		$	6,622,356		$	6,684,131		$	7,149,083		$	727,587		$	464,851
Ratios to average net assets:
Expenses, before reimbursements		1.39	%C		1.40	%		1.37	%		1.40	%		1.61	%		1.99	%
Expenses, net of reimbursements		1.39	%C		1.40	%		1.37	%		1.46	%		1.49	%		1.48	%
Net investment income, before expense reimbursements		0.61	%C		1.16	%		0.58	%		0.35	%		0.46	%		0.10	%
Net investment income, net of reimbursements		0.61	%C		1.16	%		0.58	%		0.30	%		0.58	%		0.61	%
Portfolio turnover rate		14	%B		27	%		79	%		24	%		48	%		87	%

^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 U.S. GAAP 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 WEDGE Capital Management was added as an investment manager to the Mid-Cap Value Fund on May 11, 2015.

^E Amount represents less than $0.01 per share.

67

American Beacon Mid-Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	A Class
	Six Months Ended April 30,			Year Ended October 31,
	2017			2016			2015D			2014			2013			2012
	(unaudited)
Net asset value, beginning of period	$	13.70		$	14.28		$	14.43		$	14.09		$	10.82		$	9.61
Income from investment operations:
Net investment income		0.06			0.18			0.11			0.13			0.14			0.09
Net gains on investments (both realized and unrealized)		2.12			0.05			0.25			1.16			3.80			1.20
Total income (loss) from investment operations		2.18			0.23			0.36			1.29			3.94			1.29
Less distributions:
Dividends from net investment income		(0.17	)		(0.10	)		(0.06	)		(0.10	)		(0.19	)		(0.08	)
Distributions from net realized gains		-			(0.71	)		(0.45	)		(0.85	)		(0.48	)		-
Total distributions		(0.17	)		(0.81	)		(0.51	)		(0.95	)		(0.67	)		(0.08	)
Redemption fees added to beneficial interests		-			-			-	E		-	E		-	E		-	E
Net asset value, end of period	$	15.71		$	13.70		$	14.28		$	14.43		$	14.09		$	10.82
Total returnA		15.93	%B		1.98	%		2.35	%		9.68	%		38.39	%		13.56	%
Ratios and supplemental data:
Net assets, end of period	$	20,552,613		$	19,486,655		$	16,422,504		$	18,345,497		$	1,666,696		$	263,939
Ratios to average net assets:
Expenses, before reimbursements		1.27	%C		1.26	%		1.25	%		1.33	%		1.48	%		1.61	%
Expenses, net of reimbursements		1.27	%C		1.26	%		1.25	%		1.33	%		1.49	%		1.49	%
Net investment income, before expense reimbursements		0.74	%C		1.30	%		0.71	%		0.42	%		0.44	%		0.56	%
Net investment income, net of reimbursements		0.74	%C		1.30	%		0.71	%		0.42	%		0.43	%		0.68	%
Portfolio turnover rate		14	%B		27	%		79	%		24	%		48	%		87	%

^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 U.S. GAAP 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  WEDGE Capital Management was added as an investment manager to the Mid-Cap Value Fund on May 11, 2015.

^E  Amount represents less than $0.01 per share.

68

American Beacon Mid-Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	C Class
	Six Months Ended April 30,			Year Ended October 31,
	2017			2016			2015D			2014			2013			2012
	(unaudited)
Net asset value, beginning of period	$	13.26		$	13.87		$	14.08		$	13.81		$	10.70		$	9.56
Income from investment operations:
Net investment income		-			0.07			0.01			0.08			0.11			0.06
Net gains on investments (both realized and unrealized)		2.06			0.06			0.23			1.09			3.67			1.15
Total income (loss) from investment operations		2.06			0.13			0.24			1.17			3.78			1.21
Less distributions:
Dividends from net investment income		(0.07	)		(0.03	)		-			(0.05	)		(0.19	)		(0.07	)
Distributions from net realized gains		-			(0.71	)		(0.45	)		(0.85	)		(0.48	)		-
Total distributions		(0.07	)		(0.74	)		(0.45	)		(0.90	)		(0.67	)		(0.07	)
Redemption fees added to beneficial interests		-			-			-	E		-	E		-	E		-	E
Net asset value, end of period	$	15.25		$	13.26		$	13.87		$	14.08		$	13.81		$	10.70
Total returnA		15.54	%B		1.19	%		1.57	%		8.88	%		37.32	%		12.75	%
Ratios and supplemental data:
Net assets, end of period	$	6,889,364		$	6,030,130		$	6,238,827		$	5,104,394		$	904,692		$	253,849
Ratios to average net assets:
Expenses, before reimbursements		2.03	%C		2.04	%		2.01	%		2.12	%		2.25	%		2.46	%
Expenses, net of reimbursements		2.03	%C		2.04	%		2.01	%		2.13	%		2.24	%		2.22	%
Net investment income (loss), before expense reimbursements		(0.03	)%C		0.53	%		(0.05	)%		(0.33	)%		(0.27	)%		(0.40	)%
Net investment income (loss), net of reimbursements		(0.03	)%C		0.53	%		(0.05	)%		(0.34	)%		(0.26	)%		(0.15	)%
Portfolio turnover rate		14	%B		27	%		79	%		24	%		48	%		87	%

^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 U.S. GAAP 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  WEDGE Capital Management was added as an investment manager to the Mid-Cap Value Fund on May 11, 2015.

^E  Amount represents less than $0.01 per share.

69

This page intentionally left blank.

70

This page intentionally left blank.

71

This page intentionally left blank.

72

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:	On the Internet:
american_beacon.funds@ambeacon.com	Visit our website at www.americanbeaconfunds.com
By Telephone: Institutional, Y, and Investor Classes Call (800) 658-5811	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. 20549-2736. Information regarding the operation of the SEC’s Public Reference Room may be obtained by calling (800)-SEC-0330. A complete schedule of the American Beacon Balanced Fund’s portfolio holdings is also available at www.americanbeaconfunds.com approximately twenty days after the end of each month. A complete schedule of the American Beacon Mid-Cap Value Fund’s portfolio holdings is also available on the website 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 LLC Dallas, TX 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, and American Beacon Mid-Cap Value Fund are service marks of American Beacon Advisors, Inc.

SAR 4/17

ITEM 2. CODE OF ETHICS.

The Trust adopted a code of ethics that applies to its principal executive and financial officers (the “Code”). The Trust amended its code March 24, 2017 to disclose the addition of the Institutional Funds Trust, disclose a change in the Principal Financial Officer and disclosure of conflicts due to Principal Officers serving in positions with affiliates, which also serve as sub-advisors. The Trust did not grant any waivers to the provisions of the Code during the period covered by the shareholder reports presented in Item 1. The Code is filed herewith as Exhibit 99.CODE ETH.

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) Filed herewith as EX-99.CODE ETH.

(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 10, 2017

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

By	/s/ Gene L. Needles, Jr.
Gene L. Needles, Jr.
President
American Beacon Funds

Date: July 10, 2017

By	/s/ Melinda G. Heika
Melinda G. Heika
Treasurer
American Beacon Funds

Date: July 10, 2017