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 811-7820 ---------------------------------------------- AMERICAN CENTURY CAPITAL PORTFOLIOS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) 4500 MAIN STREET, KANSAS CITY, MISSOURI 64111 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) CHARLES A. ETHERINGTON, 4500 MAIN STREET, KANSAS CITY, MISSOURI 64111 - -------------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: 816-531-5575 ----------------------------- Date of fiscal year end: 03-31 -------------------------------------------------------- Date of reporting period: 03-31-2008 ------------------------------------------------------- ITEM 1. REPORTS TO STOCKHOLDERS. [front cover] ANNUAL REPORT MARCH 31, 2008 [american century investments logo and text logo ®] AMERICAN CENTURY INVESTMENTS MID CAP VALUE FUND SMALL CAP VALUE FUND PRESIDENT'S LETTER [photo of Jonathan Thomas] Jonathan Thomas Dear Investor, At American Century Investments®, we are committed to helping you reach your financial goals. Your success is the ultimate measure of our performance. That's why we focus on achieving superior investment results and building long-term relationships with investors like you. Part of that relationship is to clearly communicate investment results and what influenced them. To help you monitor your investment with us, we take pride in providing you with the annual report for the American Century® Mid Cap Value and Small Cap Value funds for the 12 months ended March 31, 2008. We also recommend our website, americancentury.com, where we provide company news, quarterly portfolio commentaries, investment views, and other useful information about portfolio strategy, personal finance, government policy, and the markets. As noted on the website, 2008 marks our 50th year. Since 1958, we've worked for you with integrity, always striving to make wise decisions with your interests as our guide. Fifty years also means that we've met the challenges of previous recessionary cycles. As we've crossed those hurdles and earned your trust, our assets under management have grown to close to $100 billion, putting us in the top 5% of our industry. This growth has given us the resources to offer a wide array of financial products and services, including a well-diversified line-up of portfolios that provide you with many choices in these turbulent times. Our investment discipline and integrity are important features of our portfolios. For example, our fixed-income investment team anticipated the current credit squeeze. Instead of chasing higher yields and adding leveraged exposure as the credit bubble inflated, the team minimized our portfolios' direct exposure to subprime-related debt, preserving investors' hard-earned capital. The team also positioned the portfolios to capitalize on opportunities, including attractive high-quality securities discarded by investors with liquidity needs. We'll continue to work hard to earn your trust. Thank you for your continued support. Sincerely, /s/Jonathan S. Thomas Jonathan S. Thomas President and Chief Executive Officer American Century Investments TABLE OF CONTENTS Market Perspective . . . . . . . . . . . . . . . . . . . . . . . . . 2 U.S. Stock Index Returns. . . . . . . . . . . . . . . . . . . . . . 2 MID CAP VALUE Performance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Portfolio Commentary . . . . . . . . . . . . . . . . . . . . . . . . 5 Top Ten Holdings. . . . . . . . . . . . . . . . . . . . . . . . . . 5 Top Five Industries . . . . . . . . . . . . . . . . . . . . . . . . 6 Types of Investments in Portfolio . . . . . . . . . . . . . . . . . 6 Schedule of Investments. . . . . . . . . . . . . . . . . . . . . . . 7 SMALL CAP VALUE Performance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Portfolio Commentary . . . . . . . . . . . . . . . . . . . . . . . . 12 Top Ten Holdings. . . . . . . . . . . . . . . . . . . . . . . . . . 12 Top Five Industries . . . . . . . . . . . . . . . . . . . . . . . . 13 Types of Investments in Portfolio . . . . . . . . . . . . . . . . . 13 Schedule of Investments. . . . . . . . . . . . . . . . . . . . . . . 14 Shareholder Fee Examples . . . . . . . . . . . . . . . . . . . . . . 20 FINANCIAL STATEMENTS Statement of Assets and Liabilities. . . . . . . . . . . . . . . . . 22 Statement of Operations. . . . . . . . . . . . . . . . . . . . . . . 24 Statement of Changes in Net Assets . . . . . . . . . . . . . . . . . 25 Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . 26 Financial Highlights . . . . . . . . . . . . . . . . . . . . . . . . 35 Report of Independent Registered Public Accounting Firm. . . . . . . 42 OTHER INFORMATION Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 Additional Information . . . . . . . . . . . . . . . . . . . . . . . 46 Index Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . 47 The opinions expressed in the Market Perspective and each of the Portfolio Commentaries reflect those of the portfolio management team as of the date of the report, and do not necessarily represent the opinions of American Century or any other person in the American Century organization. Any such opinions are subject to change at any time based upon market or other conditions and American Century disclaims any responsibility to update such opinions. These opinions may not be relied upon as investment advice and, because investment decisions made by American Century funds are based on numerous factors, may not be relied upon as an indication of trading intent on behalf of any American Century fund. Security examples are used for representational purposes only and are not intended as recommendations to purchase or sell securities. Performance information for comparative indices and securities is provided to American Century by third party vendors. To the best of American Century's knowledge, such information is accurate at the time of printing. MARKET PERSPECTIVE [photo of Chief Investment Officer] By Phil Davidson, Chief Investment Officer, U.S. Value Equity A CHALLENGING PERIOD FOR VALUE STOCKS The 12 months ended March 31, 2008, were a difficult time for value stocks. Growth stocks outpaced value by a substantial margin across the capitalization range (see the accompanying table), and momentum investing -- which is essentially the opposite of value investing -- was the favored strategy. The lagging performance of value stocks was driven in large part by the bursting of the housing market bubble, which led to a meltdown in the subprime lending industry, a liquidity crunch in the credit markets, and a marked slowdown in the U.S. economy. Value-oriented stocks often underperform in a slowing economic environment as investors seek out the steady growth rates of high-quality growth companies. Financials stocks, which make up a meaningful portion of the value stock universe, were hit the hardest by the subprime turmoil and credit crunch. Many of the country's largest financial institutions faced substantial subprime-related write-downs and credit losses, resulting in steep markdowns in their share prices. Financials stocks slumped despite the Federal Reserve's efforts to shore up the financial system with short-term interest rate cuts and injections of liquidity. The economic slowdown and credit issues triggered unusually high levels of stock market volatility. Several of the major U.S. stock indexes hit all-time highs, then suffered their first 10% correction since 2003. The last three months of the period brought the worst quarterly performance for stocks in nearly six years as the credit crunch deepened and a recession loomed. THE BRIGHT SIDE There were a few silver linings in the otherwise clouded financial markets. Value stocks outperformed in the final three months of the period, pointing up the importance of downside protection in a highly volatile market environment. In addition, good security selection became increasingly important, which plays to our strengths--rigorous analysis and research to separate companies with weaker business models from those that are fundamentally sound. The period also brought the resurgence of large-cap stocks, which often tend to hold up well when the economy slows and the stock market is in turmoil. Despite their recent outperformance, large-cap issues remain the least expensive segment of the market. U.S. Stock Index Returns For the 12 months ended March 31, 2008 RUSSELL 1000 INDEX (LARGE-CAP) -5.40% Russell 1000 Growth Index -0.75% Russell 1000 Value Index -9.99% RUSSELL MIDCAP INDEX -8.92% Russell Midcap Growth Index -4.55% Russell Midcap Value Index -14.12% RUSSELL 2000 INDEX (SMALL-CAP) -13.00% Russell 2000 Growth Index -8.94% Russell 2000 Value Index -16.88% - ------ 2 PERFORMANCE Mid Cap Value Total Returns as of March 31, 2008 Average Annual Returns Since Inception 1 year Inception Date INVESTOR CLASS -10.84% 9.39% 3/31/04 RUSSELL MIDCAP VALUE INDEX(1) -14.12% 9.39% -- Institutional Class -10.67% 10.25% 8/2/04 Advisor Class -11.07% 7.35% 1/13/05 R Class -11.30% 4.05% 7/29/05 (1) Data provided by Lipper Inc. - A Reuters Company. ©2008 Reuters. All rights reserved. Any copying, republication or redistribution of Lipper content, including by caching, framing or similar means, is expressly prohibited without the prior written consent of Lipper. Lipper shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon. The data contained herein has been obtained from company reports, financial reporting services, periodicals and other resources believed to be reliable. Although carefully verified, data on compilations is not guaranteed by Lipper and may be incomplete. No offer or solicitations to buy or sell any of the securities herein is being made by Lipper. Data presented reflect past performance. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance shown. Investment return and principal value will fluctuate, and redemption value may be more or less than original cost. To obtain performance data current to the most recent month end, please call 1-800-345-2021 or visit americancentury.com. Unless otherwise indicated, performance reflects Investor Class shares; performance for other share classes will vary due to differences in fee structure. For information about other share classes available, please consult the prospectus. Data assumes reinvestment of dividends and capital gains, and none of the charts reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Returns for the index are provided for comparison. The fund's total returns include operating expenses (such as transaction costs and management fees) that reduce returns, while the total returns of the index do not. - ------ 3 Mid Cap Value Growth of $10,000 Over Life of Class $10,000 investment made March 31, 2004
One-Year Returns Over Life of Class Periods ended March 31 2005 2006 2007 2008 Investor Class 16.63% 17.62% 17.12% -10.84% Russell Midcap Value Index 18.34% 20.30% 17.13% -14.12% Data presented reflect past performance. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance shown. Investment return and principal value will fluctuate, and redemption value may be more or less than original cost. To obtain performance data current to the most recent month end, please call 1-800-345-2021 or visit americancentury.com. Unless otherwise indicated, performance reflects Investor Class shares; performance for other share classes will vary due to differences in fee structure. For information about other share classes available, please consult the prospectus. Data assumes reinvestment of dividends and capital gains, and none of the charts reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Returns for the index are provided for comparison. The fund's total returns include operating expenses (such as transaction costs and management fees) that reduce returns, while the total returns of the index do not. - ------ 4 PORTFOLIO COMMENTARY Mid Cap Value Portfolio Managers: Scott Moore, Michael Liss, and Phil Davidson PERFORMANCE SUMMARY Mid Cap Value returned -10.84%* for the 12 months ended March 31, 2008. By comparison, the median return for Morningstar's Mid Cap Value category** (whose performance, like Mid Cap Value's, reflects fund operating expenses) was -11.02%. The fund's benchmark, the Russell Midcap Value Index, returned - -14.12%. Its returns do not include fund expenses. The challenging market environment described in the Market Perspective on page 2 (in which growth outperformed value across the capitalization spectrum) hampered Mid Cap Value's absolute performance. However, on a relative basis, the portfolio significantly outpaced the performance of its benchmark, the Russell Midcap Value Index. For much of the period, investors favored companies that were already strong performers, a momentum bias that did not fit well with the portfolio's investment approach of seeking stocks that are undervalued by the market. But in spite of these negative factors, Mid Cap Value benefited from strong security selection and our continued emphasis on less-risky businesses with sound balance sheets. Since its inception on March 31, 2004, Mid Cap Value has produced an average annualized return of 9.39%, identical to that of the Russell Midcap Value Index. CONSUMER STAPLES LED PORTFOLIO On the positive side, an overweight in consumer staples companies contributed to absolute and relative performance. Our valuation work uncovered a number of attractively priced businesses -- industry leaders with high and sustainable market-share positions, solid returns on capital, and good financial strength. Adding significant value was our basket of high-profile food stocks, household products companies, and beverage makers. We owned Diamond Foods, which processes and distributes nuts and other snack foods. In addition to beating earnings forecasts, the company has continued to upgrade operating performance, expand sales channels, and improve its returns on capital. Another holding was processed food manufacturer H.J. Heinz. The company has streamlined its suite of products and is enjoying strong sales of its top brands. We also held Kimberly-Clark Corp., one of the largest makers of personal-care and paper products, which has benefited from price increases and cost-cutting initiatives. Top Ten Holdings as of March 31, 2008 % of % of net assets net assets as of as of 3/31/08 9/30/07 Bemis Co., Inc. 3.4% 1.9% Kimberly-Clark Corp. 2.9% 1.7% Portland General Electric Co. 2.7% 2.0% Southwest Gas Corp. 2.6% 1.4% Kraft Foods Inc. Cl A 2.5% 2.8% International Speedway Corp. Cl A 2.1% 2.0% iShares S&P MidCap 400 Index Fund 1.8% 3.4% Speedway Motorsports Inc. 1.8% 2.5% Beckman Coulter, Inc. 1.7% 0.9% Marshall & Ilsley Corp. 1.7% 1.3% * All fund returns referenced in this commentary are for Investor Class shares. ** ©2008 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers: may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. - ------ 5 Mid Cap Value ALLOCATION TO UTILITIES ADDED VALUE Security selection in the utilities sector enhanced our results against the benchmark. Notable contributors included Puget Energy, Inc. and Dominion Resources. Puget Energy, which delivers electricity and gas to customers in Washington State, agreed to be acquired by a private equity group for $30 per share. Dominion Resources, a provider of gas and electric services primarily in Northeastern, Mid-Atlantic and Midwestern states, used proceeds from the sale of some of its exploration and production businesses to repurchase roughly 16% of its outstanding shares through a Dutch auction, in which we participated. FINANCIALS SLOWED PROGRESS Despite an underweight position, the broad decline in the financials sector was a drag on both absolute and relative performance. Detracting the most was our greater-than- the-benchmark allocation to thrifts -- specifically MGIC Investment Corp., the nation's largest private mortgage insurer, and Freddie Mac, a stockholder-owned corporation chartered by Congress to keep money flowing to mortgage lenders in support of homeownership. Both stocks declined on news of bigger-than-expected losses resulting from housing weakness and the deterioration of mortgage credit. Our mix of insurance stocks also hindered progress. A top detractor was Ambac Financial Group, a leading municipal bond insurer. Its stock declined on concerns about bond insurers in general and the company's exposure to mortgage-related loans. ENERGY POSITION HAMPERED RESULTS The portfolio's underweight position in the energy sector -- the top performer in the benchmark -- slowed relative performance. Because of valuations, we did not own some major integrated oil companies and refining companies, such as Hess Corp. and Chesapeake Energy Corp. OUTLOOK We continue to follow our disciplined, bottom-up process, selecting companies one at a time for the portfolio. We see opportunities in health care, consumer staples, and industrials stocks, reflected by our overweight positions in these sectors, relative to the benchmark. Our fundamental analysis and valuation work is also directing us toward smaller relative weightings in financials, telecommunications, and energy stocks. Top Five Industries as of March 31, 2008 % of % of net assets net assets as of as of 3/31/08 9/30/07 Food Products 9.2% 9.6% Insurance 6.2% 8.9% Electric Utilities 5.8% 4.5% Commercial Banks 5.7% 9.2% Gas Utilities 5.4% 2.0% Types of Investments in Portfolio % of % of net assets net assets as of as of 3/31/08 9/30/07 Common Stocks 96.6% 98.3% Temporary Cash Investments 1.5% 1.8% Other Assets and Liabilities(1) 1.9% (0.1)% (1) Includes securities lending collateral and other assets and liabilities. - ------ 6 SCHEDULE OF INVESTMENTS Mid Cap Value MARCH 31, 2008 Shares Value Common Stocks -- 96.6% AIRLINES -- 1.0% 271,203 Southwest Airlines Co. $ 3,362,919 ------------ AUTO COMPONENTS -- 0.9% 54,432 Autoliv, Inc. 2,732,486 ------------ AUTOMOBILES -- 1.3% 43,100 Bayerische Motoren Werke AG ORD 2,379,066 115,102 Winnebago Industries, Inc.(1) 1,945,224 ------------ 4,324,290 ------------ BEVERAGES -- 2.1% 102,862 Anheuser-Busch Companies, Inc. 4,880,802 19,700 Coca-Cola Enterprises Inc. 476,740 42,500 Pepsi Bottling Group Inc. 1,441,175 ------------ 6,798,717 ------------ BUILDING PRODUCTS -- 0.6% 89,248 Masco Corp. 1,769,788 ------------ CAPITAL MARKETS -- 2.2% 43,100 AllianceBernstein Holding L.P. 2,731,678 39,900 Ameriprise Financial Inc. 2,068,815 37,900 Legg Mason, Inc. 2,121,642 ------------ 6,922,135 ------------ CHEMICALS -- 2.4% 77,900 Ferro Corp. 1,157,594 45,239 International Flavors & Fragrances Inc. 1,992,778 48,901 Minerals Technologies Inc. 3,070,983 56,800 Olin Corp. 1,122,368 8,900 Rohm and Haas Co. 481,312 ------------ 7,825,035 ------------ COMMERCIAL BANKS -- 5.7% 101,000 Associated Banc-Corp 2,689,630 80,020 Commerce Bancshares, Inc. 3,363,241 230,916 Marshall & Ilsley Corp. 5,357,251 123,519 South Financial Group Inc. (The) 1,835,492 47,606 SunTrust Banks, Inc. 2,624,995 42,200 United Bankshares, Inc. 1,124,630 30,100 Zions Bancorporation 1,371,055 ------------ 18,366,294 ------------ COMMERCIAL SERVICES & SUPPLIES -- 5.2% 83,200 Avery Dennison Corp. 4,097,600 110,493 HNI Corp.(1) 2,971,157 86,059 Pitney Bowes, Inc. 3,013,786 Shares Value 70,898 Republic Services, Inc. $ 2,073,058 136,444 Waste Management, Inc. 4,579,060 ------------ 16,734,661 ------------ COMPUTERS & PERIPHERALS -- 2.1% 97,651 Diebold, Inc. 3,666,795 106,600 Emulex Corp.(2) 1,731,184 84,325 QLogic Corp.(2) 1,294,389 ------------ 6,692,368 ------------ CONTAINERS & PACKAGING -- 3.4% 435,709 Bemis Co., Inc. 11,080,080 ------------ DISTRIBUTORS -- 0.9% 68,294 Genuine Parts Co. 2,746,785 ------------ DIVERSIFIED -- 1.8% 75,820 iShares S&P MidCap 400 Index Fund 5,891,972 ------------ DIVERSIFIED FINANCIAL SERVICES -- 0.6% 49,800 McGraw-Hill Companies, Inc. (The) 1,840,110 ------------ ELECTRIC UTILITIES -- 5.8% 102,582 Empire District Electric Co.(1) 2,077,286 65,583 IDACORP, Inc. 2,105,870 381,109 Portland General Electric Co. 8,594,008 168,100 Sierra Pacific Resources 2,123,103 163,000 Westar Energy Inc. 3,711,510 ------------ 18,611,777 ------------ ELECTRICAL EQUIPMENT -- 1.3% 92,300 Hubbell Inc. Cl B 4,032,587 ------------ ELECTRONIC EQUIPMENT & INSTRUMENTS -- 3.7% 40,591 Littelfuse, Inc.(2) 1,419,467 199,584 Molex Inc. 4,622,366 109,989 Tyco Electronics Ltd. 3,774,822 232,700 Vishay Intertechnology, Inc.(2) 2,108,262 ------------ 11,924,917 ------------ FOOD PRODUCTS -- 9.2% 107,800 Campbell Soup Co. 3,659,810 169,890 ConAgra Foods, Inc. 4,068,866 77,015 Diamond Foods Inc. 1,397,052 31,622 General Mills, Inc. 1,893,525 104,875 H.J. Heinz Co. 4,925,978 71,677 Hershey Co. (The) 2,700,073 39,200 Kellogg Co. 2,060,352 255,613 Kraft Foods Inc. Cl A 7,926,558 62,420 Maple Leaf Foods Inc. ORD 793,591 ------------ 29,425,805 ------------ - ------ 7 Mid Cap Value Shares Value GAS UTILITIES -- 5.4% 14,200 AGL Resources Inc. $ 487,344 139,900 Nicor Inc. 4,688,049 298,355 Southwest Gas Corp. 8,342,006 123,315 WGL Holdings Inc. 3,953,479 ------------ 17,470,878 ------------ HEALTH CARE EQUIPMENT & SUPPLIES -- 3.2% 83,212 Beckman Coulter, Inc. 5,371,335 37,000 Boston Scientific Corp.(2) 476,190 26,100 Covidien Ltd. 1,154,925 40,716 STERIS Corp. 1,092,410 130,755 Symmetry Medical Inc.(2) 2,170,533 ------------ 10,265,393 ------------ HEALTH CARE PROVIDERS & SERVICES -- 1.2% 69,700 LifePoint Hospitals Inc.(2) 1,914,659 38,637 Universal Health Services, Inc. Cl B 2,074,421 ------------ 3,989,080 ------------ HEALTH CARE TECHNOLOGY -- 0.3% 52,400 IMS Health Inc. 1,100,924 ------------ HOTELS, RESTAURANTS & LEISURE -- 3.9% 162,533 International Speedway Corp. Cl A 6,696,360 228,271 Speedway Motorsports Inc. 5,722,754 ------------ 12,419,114 ------------ HOUSEHOLD DURABLES -- 1.6% 49,400 Hunter Douglas N.V. ORD 3,340,746 20,800 Whirlpool Corp. 1,805,024 ------------ 5,145,770 ------------ HOUSEHOLD PRODUCTS -- 3.5% 36,900 Clorox Co. 2,090,016 141,919 Kimberly-Clark Corp. 9,160,871 ------------ 11,250,887 ------------ INSURANCE -- 6.2% 95,604 Allstate Corp. 4,594,728 42,200 Chubb Corp. 2,088,056 101,578 Gallagher (Arthur J.) & Co. 2,399,272 76,727 Genworth Financial Inc. Cl A 1,737,099 31,881 Hartford Financial Services Group Inc. (The) 2,415,623 116,850 Horace Mann Educators Corp. 2,042,538 190,317 Marsh & McLennan Companies, Inc. 4,634,219 ------------ 19,911,535 ------------ Shares Value LEISURE EQUIPMENT & PRODUCTS -- 1.5% 50,100 Hasbro, Inc. $ 1,397,790 27,100 Polaris Industries Inc.(1) 1,111,371 112,516 RC2 Corp.(2) 2,359,461 ------------ 4,868,622 ------------ MACHINERY -- 3.1% 369,378 Altra Holdings Inc.(2) 4,968,134 58,000 Dover Corp. 2,423,240 55,200 Kaydon Corp. 2,423,832 ------------ 9,815,206 ------------ MULTI-UTILITIES -- 3.4% 46,800 Ameren Corp. 2,061,072 138,257 Puget Energy, Inc. 3,576,709 95,000 Wisconsin Energy Corp. 4,179,050 56,200 Xcel Energy Inc. 1,121,190 ------------ 10,938,021 ------------ MULTILINE RETAIL -- 0.1% 24,900 Family Dollar Stores, Inc. 485,550 ------------ OIL, GAS & CONSUMABLE FUELS -- 2.0% 22,451 Apache Corp. 2,712,530 63,952 Equitable Resources Inc. 3,766,773 ------------ 6,479,303 ------------ PAPER & FOREST PRODUCTS -- 1.6% 88,185 MeadWestvaco Corp. 2,400,396 42,436 Weyerhaeuser Co. 2,760,037 ------------ 5,160,433 ------------ PHARMACEUTICALS -- 1.2% 98,800 Bristol-Myers Squibb Co. 2,104,440 65,269 Watson Pharmaceuticals, Inc.(2) 1,913,687 ------------ 4,018,127 ------------ REAL ESTATE INVESTMENT TRUSTS (REITS) -- 2.8% 21,800 Boston Properties Inc. 2,007,126 84,832 Education Realty Trust, Inc.(1) 1,066,338 47,900 Host Hotels & Resorts Inc. 762,568 7,900 Kimco Realty Corp. 309,443 8,900 Public Storage Inc. 788,718 71,100 Rayonier, Inc. 3,088,584 32,000 Realty Income Corp.(1) 819,840 ------------ 8,842,617 ------------ ROAD & RAIL -- 0.3% 78,200 Heartland Express, Inc.(1) 1,115,132 ------------ SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 1.1% 66,200 KLA-Tencor Corp. 2,456,020 86,900 Teradyne, Inc.(2) 1,079,298 ------------ 3,535,318 ------------ - ------ 8 Mid Cap Value Shares Value SOFTWARE -- 0.6% 79,258 Synopsys, Inc.(2) $ 1,799,949 ------------ SPECIALTY RETAIL -- 0.9% 105,097 Lowe's Companies, Inc. 2,410,925 9,400 Sherwin-Williams Co. 479,776 ------------ 2,890,701 ------------ THRIFTS & MORTGAGE FINANCE -- 2.0% 282,500 People's United Financial, Inc. 4,890,075 61,000 Washington Federal, Inc. 1,393,240 ------------ 6,283,315 ------------ TRADING COMPANIES & DISTRIBUTORS -- 0.5% 22,800 Grainger (W.W.), Inc. 1,741,692 ------------ TOTAL COMMON STOCKS (Cost $320,510,769) 310,610,293 ------------ Temporary Cash Investments -- 1.5% Repurchase Agreement, Morgan Stanley Group, Inc., (collateralized by various U.S. Treasury obligations, 7.875%, 2/15/21, valued at $4,808,146), in a joint trading account at 1.30%, dated 3/31/08, due 4/1/08 (Delivery value $4,700,170) (Cost $4,700,000) 4,700,000 ------------ Temporary Cash Investments - Securities Lending Collateral(3) -- 2.3% Repurchase Agreement, Barclays Bank plc, (collateralized by various U.S. Government Agency obligations in a pooled account at the lending agent), 2.30%, dated 3/31/08 due 4/1/08 (Delivery value $2,125,746) $ 2,125,610 Repurchase Agreement, BNP Paribas, (collateralized by various U.S. Government Agency obligations in a pooled account at the lending agent), 2.30%, dated 3/31/08, due 4/1/08 (Delivery value $1,130,559) 1,130,487 Repurchase Agreement, Deutsche Bank AG, (collateralized by various U.S. Government Agency obligations in a pooled account at the lending agent), 2.25%, dated 3/31/08, due 4/1/08 (Delivery value $2,125,133) 2,125,000 Repurchase Agreement, Goldman Sachs Group, Inc. (The), (collateralized by various U.S. Government Agency obligations in a pooled account at the lending agent), 2.15%, dated 3/31/08, due 4/1/08 (Delivery value $2,125,127) 2,125,000 ------------ TOTAL TEMPORARY CASH INVESTMENTS - SECURITIES LENDING COLLATERAL (Cost $7,506,097) 7,506,097 ------------ TOTAL INVESTMENT SECURITIES -- 100.4% (Cost $332,716,866) 322,816,390 ------------ OTHER ASSETS AND LIABILITIES -- (0.4)% (1,416,077) ------------ TOTAL NET ASSETS -- 100.0% $321,400,313 ============ Forward Foreign Currency Exchange Contracts Settlement Unrealized Contracts to Sell Date Value Gain (Loss) 738,179 CAD for USD 4/30/08 $ 718,781 $ 9,799 3,684,213 Euro for USD 4/30/08 5,809,151 6,952 ------------ ------------ $6,527,932 $16,751 ============ ============ (Value on Settlement Date $6,544,683) Notes to Schedule of Investments CAD = Canadian Dollar ORD = Foreign Ordinary Share USD = United States Dollar (1) Security, or a portion thereof, was on loan as of March 31, 2008. (2) Non-income producing. (3) Investments represent purchases made by the lending agent with cash collateral received through securities lending transactions. As of March 31, 2008, securities with an aggregate value of $5,719,812, which represented 1.8% of total net assets, were valued in accordance with alternative pricing procedures adopted by the Board of Directors. See Notes to Financial Statements. - ------ 9 PERFORMANCE Small Cap Value Total Returns as of March 31, 2008 Average Annual Returns Since Inception 1 year 5 years Inception Date INVESTOR CLASS -12.22% 14.49% 12.38% 7/31/98 RUSSELL 2000 VALUE INDEX(1) -16.88% 15.45% 9.06% -- Institutional Class -12.05% 14.69% 13.35% 10/26/98 Advisor Class -12.51% 14.24% 14.05% 12/31/99 (1) Data provided by Lipper Inc. - A Reuters Company. ©2008 Reuters. All rights reserved. Any copying, republication or redistribution of Lipper content, including by caching, framing or similar means, is expressly prohibited without the prior written consent of Lipper. Lipper shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon. The data contained herein has been obtained from company reports, financial reporting services, periodicals and other resources believed to be reliable. Although carefully verified, data on compilations is not guaranteed by Lipper and may be incomplete. No offer or solicitations to buy or sell any of the securities herein is being made by Lipper. Data presented reflect past performance. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance shown. Investment return and principal value will fluctuate, and redemption value may be more or less than original cost. To obtain performance data current to the most recent month end, please call 1-800-345-2021 or visit americancentury.com. Historically, small company stocks have been more volatile than the stocks of larger, more established companies. The fund's performance may be affected by investments in initial public offerings. Unless otherwise indicated, performance reflects Investor Class shares; performance for other share classes will vary due to differences in fee structure. For information about other share classes available, please consult the prospectus. Data assumes reinvestment of dividends and capital gains, and none of the charts reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Returns for the index are provided for comparison. The fund's total returns include operating expenses (such as transaction costs and management fees) that reduce returns, while the total returns of the index do not. - ------ 10 Small Cap Value Growth of $10,000 Over Life of Class $10,000 investment made July 31, 1998
One-Year Returns Over Life of Class Periods ended March 31 1999* 2000 2001 2002 2003 2004 2005 2006 2007 2008 Investor Class -4.24% 14.37% 36.51% 33.97% -21.55% 51.53% 14.00% 18.67% 9.38% -12.22% Russell 2000 Value Index -12.23% 13.26% 19.45% 23.74% -23.27% 64.49% 9.79% 23.77% 10.38% -16.88% *From 7/31/98, the Investor Class's inception date. Not annualized. Data presented reflect past performance. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance shown. Investment return and principal value will fluctuate, and redemption value may be more or less than original cost. To obtain performance data current to the most recent month end, please call 1-800-345-2021 or visit americancentury.com. Historically, small company stocks have been more volatile than the stocks of larger, more established companies. The fund's performance may be affected by investments in initial public offerings. Unless otherwise indicated, performance reflects Investor Class shares; performance for other share classes will vary due to differences in fee structure. For information about other share classes available, please consult the prospectus. Data assumes reinvestment of dividends and capital gains, and none of the charts reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Returns for the index are provided for comparison. The fund's total returns include operating expenses (such as transaction costs and management fees) that reduce returns, while the total returns of the index do not. - ------ 11 PORTFOLIO COMMENTARY Small Cap Value Portfolio Managers: Ben Giele and James Pitman Portfolio manager Steve Roth left American Century Investments in March to pursue another career opportunity. He has been replaced by James Pitman, previously a senior investment analyst for the portfolio. PERFORMANCE SUMMARY Small Cap Value returned -12.22%* for the 12 months ended March 31, 2008. By comparison, its benchmark, the Russell 2000 Value Index, returned -16.88%. The portfolio's returns reflect operating expenses while the index's returns do not. The Lipper Small-Cap Value Funds Index, which includes fund expenses, returned -13.51%.** The challenging market environment described in the Market Perspective on page 2 (in which growth outperformed value across the capitalization spectrum) hampered Small Cap Value's absolute performance. However, on a relative basis, the portfolio significantly outpaced the performance of its benchmark, the Russell 2000 Value Index. For much of the period, the market was momentum-driven -- investors preferred stocks that were already strong performers. The key to our outperformance was our continued focus on higher-quality businesses with sound balance sheets and our risk-controlled investment approach. Our results were also enhanced by takeovers, which affected more than 20 of our holdings. Contributing modestly was our participation in some initial public offerings. Since Small Cap Value's inception on July 31, 1998, the portfolio has produced an average annualized return of 12.38%, outpacing the benchmark's return of 9.06% for that period (see performance information on pages 10-11). CONSUMER DISCRETIONARY ENHANCED RESULTS On the positive side, strong security selection boosted performance in the consumer discretionary sector, which trailed all others in the benchmark. We sidestepped many of the decliners; for instance, we held few homebuilders, an industry that struggled over the period. One top holding was Rare Hospitality International, the owner of two steak-specialty chains, which was acquired by casual dining company Darden Restaurants. INDUSTRIALS, INFORMATION TECHNOLOGY CONTRIBUTED Our position in industrials enhanced results. One notable contributor was FTI Consulting, a global provider of bankruptcy, restructuring, and forensic services, which exceeded earnings expectations on greater demand for bankruptcy services amid the subprime turmoil. Top Ten Holdings as of March 31, 2008 % of % of net assets net assets as of as of 3/31/08 9/30/07 Parametric Technology Corp. 2.5% 2.5% HCC Insurance Holdings, Inc. 2.4% 1.2% Sybase, Inc. 2.1% 2.5% Aspen Insurance Holdings Ltd., 5.625%, 12/31/49 (Conv. Pref.) 1.8% 1.3% Bemis Co., Inc. 1.3% 0.8% Granite Construction Inc. 1.0% 0.3% iShares Russell 2000 Value Index Fund 1.0% 1.7% Double Hull Tankers Inc. 0.9% 0.2% Fulton Financial Corp. 0.9% 0.9% First Midwest Bancorp, Inc. 0.8% 1.0% * All fund returns referenced in this commentary are for Investor Class shares. ** The Lipper Small-Cap Value Funds Index returned 16.23% for the five-year period ended March 31, 2008.. - ------ 12 Small Cap Value Our mix of information technology names also added to relative progress. A top contributor was long-term holding Sybase, Inc. The data management software company reported solid earnings and announced a tender offer to repurchase up to $300 million of its common stock. ENERGY ADDED VALUE Although the portfolio was conservatively positioned among energy names, the sector provided a significant contributor -- W&T Offshore, an oil and natural gas exploration and production company with primary activities in the Gulf of Mexico. We believe the stock was overly punished for 2007 earnings stumbles; it has rebounded sharply on energy price increases and the announcement of a robust 2008 drilling program. FINANCIALS PROVIDED KEY DETRACTOR Many financials firms came under pressure amid the subprime lending fallout and suffered further in the credit crisis that followed. Our complement of stocks experienced lesser declines but yielded a top detractor. Getty Realty Corp., a publicly-traded U.S. real estate investment trust, announced that its largest tenant, an affiliate of the Russian energy company Lukoil, was pressuring Getty to renegotiate lease terms on retail fuel and convenience store properties, which could potentially reduce rent and income to Getty while increasing risk. MATERIALS HAMPERED PROGRESS Materials was an area of relative weakness. Because stock prices there have been largely momentum-driven, we have limited our exposure. For example, we held a smaller-than-the-benchmark position in CF Industries Holdings, a major distributor of fertilizer products, whose earnings were propelled by rapidly rising prices for nitrogen and phosphate. Although the stock was one of our best absolute performers, our decision to underweight it detracted as its share price rose dramatically. OUTLOOK We continue to be bottom-up investment managers, evaluating each company individually and building our portfolio one stock at a time. In our search for companies that are undervalued, we will structure exposure to market segments based on the attractiveness of individual companies. The portfolio is broadly diversified, with larger positions than the benchmark in industrials, information technology, and health care. Our fundamental analysis and valuation work is also directing us toward a smaller relative weighting in financials stocks. Top Five Industries as of March 31, 2008 % of % of net assets net assets as of as of 3/31/08 9/30/07 Insurance 8.6% 7.1% Commercial Banks 6.0% 7.0% Software 5.9% 6.6% Real Estate Investment Trusts (REITs) 4.5% 4.5% Capital Markets 4.3% 5.0% Types of Investments in Portfolio % of % of net assets net assets as of as of 3/31/08 9/30/07 Common Stocks & Rights 92.2% 96.5% Convertible Preferred Stocks 2.8% 1.3% Preferred Stocks 1.0% 0.5% TOTAL EQUITY EXPOSURE 96.0% 98.3% Temporary Cash Investments 3.9% 1.2% Other Assets and Liabilities(1) 0.1% 0.5% (1) Includes securities lending collateral and other assets and liabilities. - ------ 13 SCHEDULE OF INVESTMENTS Small Cap Value MARCH 31, 2008 Shares Value Common Stocks & Rights -- 92.2% AEROSPACE & DEFENSE -- 2.5% 285,000 AeroVironment, Inc.(1) $5,828,250 25,000 Alliant Techsystems Inc.(1) 2,588,250 85,000 American Science and Engineering, Inc.(2) 4,638,450 70,000 Curtiss-Wright Corp. 2,903,600 95,000 DRS Technologies, Inc. 5,536,600 70,000 Esterline Technologies Corp.(1) 3,525,900 100,000 Moog Inc. Cl A(1) 4,221,000 100,000 Triumph Group, Inc.(2) 5,693,000 ------------- 34,935,050 ------------- AIRLINES -- 0.3% 115,000 Alaska Air Group, Inc.(1) 2,256,300 85,000 SkyWest, Inc. 1,795,200 ------------- 4,051,500 ------------- AUTO COMPONENTS -- 1.0% 115,000 Aftermarket Technology Corp.(1) 2,235,600 105,000 American Axle & Manufacturing Holdings, Inc. 2,152,500 265,000 ArvinMeritor, Inc. 3,315,150 85,000 Lear Corp.(1) 2,202,350 105,000 Superior Industries International, Inc.(2) 2,178,750 80,000 Tenneco Inc.(1) 2,235,200 ------------- 14,319,550 ------------- BUILDING PRODUCTS -- 0.6% 985,000 Griffon Corp.(1) 8,471,000 ------------- CAPITAL MARKETS -- 4.3% 615,000 Apollo Investment Corp.(2) 9,735,449 765,000 Ares Capital Corp.(2) 9,616,050 255,000 Ares Capital Corp. Rights(2) 142,800 149,531 Calamos Asset Management, Inc. Cl A 2,434,365 750,000 Cowen Group Inc.(1)(2)(3) 5,317,500 445,000 HFF, Inc. Cl A(1) 2,229,450 530,000 Highland Distressed Opportunities Inc. 3,704,700 55,000 Lazard Ltd Cl A 2,101,000 480,000 MCG Capital Corp.(2) 4,363,200 68,571 MCG Capital Corp. Rights 73,371 265,000 MVC Capital Inc.(2) 4,038,600 ------------- 615,000 Patriot Capital Funding, Inc.(2) 6,439,050 ------------- Shares Value 494,954 PennantPark Investment Corp. $4,212,059 335,000 TradeStation Group, Inc.(1) 2,854,200 85,000 Waddell & Reed Financial, Inc. Cl A 2,731,050 ------------- 59,992,844 ------------- CHEMICALS -- 2.7% 55,000 Arch Chemicals, Inc. 2,049,300 50,000 CF Industries Holdings, Inc. 5,181,000 80,000 Cytec Industries Inc. 4,308,000 115,000 Ferro Corp. 1,708,900 95,000 H.B. Fuller Co. 1,938,950 42,703 Hawkins, Inc. 649,086 255,000 Hercules Inc. 4,663,950 300,000 Innophos Holdings, Inc.(2) 4,827,000 70,000 Minerals Technologies Inc. 4,396,000 95,000 OM Group, Inc.(1) 5,181,300 75,000 Sensient Technologies Corp. 2,211,750 ------------- 37,115,236 ------------- COMMERCIAL BANKS -- 5.7% 290,000 Central Pacific Financial Corp. 5,466,500 90,000 City National Corp. 4,451,400 95,000 Cullen/Frost Bankers, Inc. 5,038,800 425,000 First Midwest Bancorp, Inc. 11,802,250 170,000 FirstMerit Corp. 3,512,200 965,000 Fulton Financial Corp. 11,859,850 746,708 Hanmi Financial Corp. 5,518,172 100,000 Pacific Capital Bancorp 2,150,000 315,000 South Financial Group Inc. (The) 4,680,900 1,050,000 Sterling Bancshares, Inc. 10,437,000 315,000 TCF Financial Corp. 5,644,800 275,000 Wilmington Trust Corporation 8,552,500 ------------- 79,114,372 ------------- COMMERCIAL SERVICES & SUPPLIES -- 2.4% 355,000 ACCO Brands Corp.(1)(2) 4,817,350 405,000 American Ecology Corp.(2) 10,258,650 100,000 G&K Services Inc. Cl A 3,561,000 105,000 Heidrick & Struggles International, Inc. 3,415,650 165,000 Herman Miller Inc. 4,054,050 40,000 United Stationers Inc.(1) 1,908,000 65,000 Waste Connections, Inc.(1) 1,998,100 50,000 Watson Wyatt Worldwide, Inc. Cl A 2,837,500 ------------- 32,850,300 ------------- - ------ 14 Small Cap Value Shares Value COMMUNICATIONS EQUIPMENT -- 0.4% 145,000 Bel Fuse Inc. $4,039,700 110,000 Plantronics, Inc. 2,124,100 ------------- 6,163,800 ------------- COMPUTERS & PERIPHERALS -- 1.6% 415,000 Electronics for Imaging, Inc.(1) 6,191,800 510,000 Emulex Corp.(1) 8,282,400 95,000 Imation Corp. 2,160,300 110,000 Lexmark International, Inc. Cl A(1) 3,379,200 320,000 Rackable Systems, Inc.(1)(2) 2,918,400 ------------- 22,932,100 ------------- CONSTRUCTION & ENGINEERING -- 1.6% 250,000 EMCOR Group Inc.(1) 5,552,500 435,000 Granite Construction Inc. 14,228,850 165,000 Sterling Construction Co., Inc.(1) 3,006,300 ------------- 22,787,650 ------------- CONSUMER FINANCE -- 0.3% 560,000 Advance America, Cash Advance Centers, Inc. 4,228,000 ------------- CONTAINERS & PACKAGING -- 1.4% 55,000 AptarGroup, Inc. 2,141,150 700,000 Bemis Co., Inc. 17,801,000 ------------- 19,942,150 ------------- DISTRIBUTORS -- 0.3% 147,768 Core-Mark Holding Co., Inc.(1)(2) 4,246,852 ------------- DIVERSIFIED -- 1.3% 40,000 iShares Russell 2000 Index Fund 2,740,400 210,000 iShares Russell 2000 Value Index Fund 13,769,700 30,000 iShares S&P SmallCap 600/BARRA Value Index Fund 1,962,900 ------------- 18,473,000 ------------- DIVERSIFIED CONSUMER SERVICES -- 0.5% 620,000 Corinthian Colleges Inc.(1) 4,482,600 100,000 Regis Corp. 2,749,000 ------------- 7,231,600 ------------- DIVERSIFIED FINANCIAL SERVICES -- 0.3% 430,000 Asset Acceptance Capital Corp.(2) 4,140,900 ------------- DIVERSIFIED TELECOMMUNICATION SERVICES -- 0.5% 410,000 Iowa Telecommunications Services Inc. 7,269,300 ------------- Shares Value ELECTRIC UTILITIES -- 3.1% 145,000 Cleco Corp. $3,216,100 475,000 Empire District Electric Co.(2) 9,618,750 465,000 Great Plains Energy Inc. 11,462,250 335,000 MGE Energy, Inc.(2) 11,410,100 85,000 Portland General Electric Co. 1,916,750 250,000 Westar Energy Inc. 5,692,500 ------------- 43,316,450 ------------- ELECTRICAL EQUIPMENT -- 1.4% 65,000 Acuity Brands Inc. 2,791,750 60,000 Belden Inc. 2,119,200 115,000 Brady Corp. Cl A 3,844,450 35,000 General Cable Corp.(1) 2,067,450 85,000 Hubbell Inc. Cl B 3,713,650 150,000 LSI Industries Inc. 1,981,500 80,000 Regal-Beloit Corp. 2,930,400 ------------- 19,448,400 ------------- ELECTRONIC EQUIPMENT & INSTRUMENTS -- 2.7% 30,000 Anixter International Inc.(1) 1,921,200 430,000 Benchmark Electronics Inc.(1) 7,718,500 70,000 Coherent, Inc.(1) 1,952,300 250,000 Electro Scientific Industries Inc.(1) 4,120,000 120,000 Insight Enterprises Inc.(1) 2,100,000 80,000 Littelfuse, Inc.(1) 2,797,600 85,000 Park Electrochemical Corp. 2,197,250 100,000 Rogers Corp.(1) 3,341,000 110,000 Technitrol, Inc. 2,544,300 940,000 Vishay Intertechnology, Inc.(1) 8,516,400 ------------- 37,208,550 ------------- ENERGY EQUIPMENT & SERVICES -- 3.3% 345,000 Cal Dive International, Inc.(1) 3,581,100 70,000 Exterran Holdings, Inc.(1) 4,517,800 350,000 Global Industries Ltd.(1) 5,631,500 365,000 Helix Energy Solutions Group, Inc.(1) 11,497,500 45,000 Hornbeck Offshore Services Inc.(1) 2,055,150 290,000 Key Energy Services, Inc.(1) 3,891,800 85,000 Lufkin Industries Inc. 5,424,700 325,000 North American Energy Partners Inc.(1) 4,985,500 80,000 Oil States International, Inc.(1) 3,584,800 ------------- 45,169,850 ------------- - ------ 15 Small Cap Value Shares Value FOOD & STAPLES RETAILING -- 1.5% 80,000 BJ's Wholesale Club Inc.(1) $2,855,200 125,000 Casey's General Stores, Inc. 2,825,000 85,000 Performance Food Group Co.(1) 2,777,800 8,387 Village Super Market, Inc. Cl A 431,931 330,000 Weis Markets Inc. 11,375,100 ------------- 20,265,031 ------------- FOOD PRODUCTS -- 3.0% 765,000 B&G Foods, Inc. Cl A 8,415,000 55,000 Corn Products International Inc. 2,042,700 220,000 Del Monte Foods Co. 2,096,600 310,000 Diamond Foods Inc. 5,623,400 120,000 Farmer Bros. Co.(2) 2,776,800 95,000 Hain Celestial Group, Inc. (The)(1) 2,802,500 275,000 J&J Snack Foods Corp. 7,554,250 40,000 J.M. Smucker Co. (The) 2,024,400 65,000 Lancaster Colony Corp. 2,597,400 85,000 Pilgrim's Pride Corp. 1,719,550 45,000 Ralcorp Holdings, Inc.(1) 2,616,750 85,000 Reddy Ice Holdings Inc. 1,107,550 ------------- 41,376,900 ------------- GAS UTILITIES -- 1.7% 80,000 AGL Resources Inc. 2,745,600 220,000 Atmos Energy Corp. 5,610,000 85,000 Nicor Inc. 2,848,350 300,000 Southwest Gas Corp. 8,388,000 125,000 WGL Holdings Inc. 4,007,500 ------------- 23,599,450 ------------- HEALTH CARE EQUIPMENT & SUPPLIES -- 2.7% 530,000 Cutera, Inc.(1) 7,139,100 30,000 Datascope Corp. 1,242,900 110,000 ICU Medical Inc.(1)(2) 3,164,700 105,000 STERIS Corp. 2,817,150 100,000 Utah Medical Products, Inc. 2,967,000 180,000 Vital Signs Inc. 9,117,000 600,000 Young Innovations, Inc.(3) 10,392,000 ------------- 36,839,850 ------------- HEALTH CARE PROVIDERS & SERVICES -- 3.1% 39,346 Almost Family Inc.(1) 783,379 175,000 Amsurg Corp.(1) 4,144,000 845,000 Assisted Living Concepts, Inc. Cl A(1) 4,977,050 145,000 LCA-Vision Inc.(2) 1,812,500 Shares Value 105,000 LifePoint Hospitals Inc.(1) $2,884,350 105,000 Magellan Health Services Inc.(1) 4,167,450 55,000 National HealthCare Corp.(2) 2,678,500 305,000 Nighthawk Radiology Holdings Inc.(1)(2) 2,854,800 1,130,000 Odyssey HealthCare, Inc.(1) 10,170,000 60,000 Owens & Minor Inc. 2,360,400 265,000 U.S. Physical Therapy Inc.(1) 3,821,300 55,000 Universal Health Services, Inc. Cl B 2,952,950 ------------- 43,606,679 ------------- HEALTH CARE TECHNOLOGY -- 0.3% 235,000 Vital Images, Inc.(1)(2) 3,482,700 ------------- HOTELS, RESTAURANTS & LEISURE -- 1.9% 305,000 California Pizza Kitchen, Inc.(1) 3,998,550 140,000 CEC Entertainment Inc.(1) 4,043,200 85,000 International Speedway Corp. Cl A 3,502,000 100,000 Panera Bread Co. Cl A(1)(2) 4,189,000 105,000 Red Robin Gourmet Burgers Inc.(1) 3,944,850 930,000 Ruby Tuesday Inc. 6,975,000 ------------- 26,652,600 ------------- HOUSEHOLD DURABLES -- 0.9% 155,000 American Greetings Corp. Cl A 2,875,250 185,000 Ethan Allen Interiors Inc.(2) 5,259,550 40,000 Snap-on Inc. 2,034,000 55,000 Tupperware Brands Corp. 2,127,400 ------------- 12,296,200 ------------- HOUSEHOLD PRODUCTS -- 0.2% 65,000 WD-40 Co. 2,161,250 ------------- INSURANCE -- 6.7% 590,000 American Equity Investment Life Holding Co. 5,475,200 315,000 Aspen Insurance Holdings Ltd. 8,309,700 120,000 Assured Guaranty Ltd. 2,848,800 70,000 Delphi Financial Group, Inc. Cl A 2,046,100 75,000 Endurance Specialty Holdings Ltd. 2,745,000 110,000 Hanover Insurance Group Inc. 4,525,400 1,450,000 HCC Insurance Holdings, Inc. 32,900,500 60,000 Hilb Rogal & Hobbs Co. 1,888,200 150,000 IPC Holdings, Ltd. 4,200,000 100,000 National Financial Partners Corp.(2) 2,247,000 - ------ 16 Small Cap Value Shares Value 150,000 Odyssey Re Holdings Corp. $5,512,500 323,352 OneBeacon Insurance Group Ltd. 6,150,155 180,000 Phoenix Companies Inc. 2,197,800 130,000 Platinum Underwriters Holdings, Ltd. 4,219,800 80,000 ProAssurance Corp.(1) 4,306,400 90,000 United Fire & Casualty Co. 3,366,000 ------------- 92,938,555 ------------- IT SERVICES -- 1.5% 75,000 CACI International Inc.(1) 3,416,250 230,000 MPS Group, Inc.(1) 2,718,600 210,000 NeuStar, Inc. Cl A(1) 5,560,800 565,000 Perot Systems Corp. Cl A(1) 8,497,600 ------------- 20,193,250 ------------- LEISURE EQUIPMENT & PRODUCTS -- 0.2% 100,000 RC2 Corp.(1) 2,097,000 ------------- LIFE SCIENCES TOOLS & SERVICES -- 0.1% 20,000 Bio-Rad Laboratories, Inc. Cl A(1) 1,779,000 ------------- MACHINERY -- 2.6% 260,000 Altra Holdings Inc.(1) 3,497,000 225,000 Barnes Group Inc. 5,163,750 295,000 Commercial Vehicle Group Inc.(1) 2,923,450 100,000 Kaydon Corp.(2) 4,391,000 145,000 Kennametal Inc. 4,267,350 250,000 Mueller Industries Inc. 7,212,500 245,000 Mueller Water Products, Inc. Series B(2) 1,930,600 85,000 Pentair, Inc. 2,711,500 120,000 Timken Co. 3,566,400 ------------- 35,663,550 ------------- MARINE -- 0.5% 50,000 Alexander & Baldwin, Inc. 2,154,000 212,422 OceanFreight Inc.(2) 4,649,918 ------------- 6,803,918 ------------- MEDIA -- 1.4% 325,000 Belo Corp. Series A 3,435,250 560,000 Entravision Communications Corp. Cl A(1) 3,729,600 90,000 Hearst-Argyle Television, Inc. 1,856,700 1,400,000 Journal Communications Inc. 10,332,000 11,688 Value Line, Inc. 536,479 ------------- 19,890,029 ------------- Shares Value METALS & MINING -- 2.3% 30,000 Century Aluminum Co.(1) $1,987,200 35,587 Great Northern Iron Ore Properties 4,725,954 160,000 Haynes International Inc.(1) 8,780,800 175,000 Mesabi Trust 4,446,750 635,000 NN, Inc. 6,178,550 65,000 RTI International Metals, Inc.(1) 2,938,650 40,000 Schnitzer Steel Industries, Inc. Cl A 2,840,800 ------------- 31,898,704 ------------- MULTI-UTILITIES -- 0.4% 115,000 Black Hills Corp. 4,114,700 80,000 Puget Energy, Inc. 2,069,600 ------------- 6,184,300 ------------- MULTILINE RETAIL -- 0.4% 125,000 Dollar Tree, Inc.(1) 3,448,750 210,000 Fred's, Inc. 2,152,500 ------------- 5,601,250 ------------- OIL, GAS & CONSUMABLE FUELS -- 4.1% 85,710 Cross Timbers Royalty Trust(2) 4,204,076 1,170,000 Double Hull Tankers Inc.(2) 12,413,699 125,000 Encore Acquisition Co.(1) 5,035,000 105,000 Hugoton Royalty Trust 2,895,900 44,308 Mesa Royalty Trust 3,022,249 195,000 Nordic American Tanker Shipping(2) 5,460,000 325,000 PetroHawk Energy Corp.(1) 6,555,250 220,000 St. Mary Land & Exploration Co. 8,470,000 75,000 Swift Energy Co.(1) 3,374,250 85,000 Whiting Petroleum Corp.(1) 5,495,250 ------------- 56,925,674 ------------- PAPER & FOREST PRODUCTS -- 0.4% 160,000 Glatfelter (P.H.) Co. 2,417,600 115,000 Neenah Paper Inc. 2,964,700 ------------- 5,382,300 ------------- PERSONAL PRODUCTS -- 0.1% 300,119 Schiff Nutrition International, Inc. 1,797,713 ------------- - ------ 17 Small Cap Value Shares Value PHARMACEUTICALS -- 1.1% 100,000 Alpharma Inc. Cl A(1) $2,621,000 125,000 Par Pharmaceutical Companies Inc.(1) 2,173,750 215,000 Sepracor Inc.(1) 4,196,800 215,000 Watson Pharmaceuticals, Inc.(1) 6,303,800 ------------- 15,295,350 ------------- REAL ESTATE INVESTMENT TRUSTS (REITS) -- 3.5% 305,000 Capstead Mortgage Corp. 3,477,000 450,000 Education Realty Trust, Inc. 5,656,500 480,000 Getty Realty Corp. 7,646,400 195,000 Healthcare Realty Trust Inc. 5,099,250 485,000 Lexington Realty Trust(2) 6,988,850 1,385,000 MFA Mortgage Investments, Inc. 8,725,500 90,000 National Retail Properties, Inc.(2) 1,984,500 240,000 Realty Income Corp.(2) 6,148,800 190,000 Sunstone Hotel Investors, Inc. 3,041,900 ------------- 48,768,700 ------------- ROAD & RAIL -- 0.7% 65,000 Arkansas Best Corp.(2) 2,070,900 140,000 Heartland Express, Inc.(2) 1,996,400 270,000 Werner Enterprises Inc.(2) 5,011,200 ------------- 9,078,500 ------------- SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 2.5% 155,000 Advanced Energy Industries, Inc.(1) 2,055,300 65,000 Cabot Microelectronics Corp.(1) 2,089,750 160,000 Cohu, Inc. 2,600,000 555,000 Mattson Technology Inc.(1) 3,379,950 95,000 MKS Instruments, Inc.(1) 2,033,000 440,000 Rudolph Technologies Inc.(1) 4,298,800 145,000 Semtech Corp.(1) 2,077,850 100,000 Supertex Inc.(1)(2) 2,041,000 75,000 Varian Semiconductor Equipment Associates, Inc.(1) 2,111,250 375,000 Veeco Instruments Inc.(1)(2) 6,236,250 305,000 Verigy Ltd.(1) 5,746,200 ------------- 34,669,350 ------------- Shares Value SOFTWARE -- 5.9% 204,809 Aspen Technology, Inc.(1) $2,611,315 115,000 Fair Isaac Corp. 2,474,800 2,175,000 Parametric Technology Corp.(1) 34,756,500 1,100,000 Sybase, Inc.(1) 28,930,000 95,000 Synopsys, Inc.(1) 2,157,450 1,670,000 Ulticom, Inc.(1) 11,272,500 ------------- 82,202,565 ------------- SPECIALTY RETAIL -- 1.8% 130,000 Barnes & Noble Inc. 3,984,500 285,000 Cato Corp. (The) Cl A 4,257,900 85,000 Group 1 Automotive, Inc.(2) 1,995,800 816,814 Hot Topic, Inc.(1) 3,520,468 145,000 Penske Automotive Group, Inc.(2) 2,821,700 215,000 Pier 1 Imports, Inc.(1) 1,350,200 155,000 Rent-A-Center Inc.(1) 2,844,250 130,000 Stage Stores Inc. 2,106,000 100,000 Zale Corp.(1) 1,976,000 ------------- 24,856,818 ------------- TEXTILES, APPAREL & LUXURY GOODS -- 1.3% 390,000 Kenneth Cole Productions, Inc. Cl A 6,606,600 55,000 Warnaco Group Inc. (The)(1) 2,169,200 58,139 Weyco Group, Inc. 1,724,984 280,000 Wolverine World Wide, Inc. 8,122,800 ------------- 18,623,584 ------------- THRIFTS & MORTGAGE FINANCE -- 0.6% 265,000 First Niagara Financial Group Inc. 3,601,350 23,300 MASSBANK Corp. 902,409 360,000 PMI Group, Inc. (The) 2,095,200 85,000 Washington Federal, Inc. 1,941,400 ------------- 8,540,359 ------------- TRADING COMPANIES & DISTRIBUTORS -- 0.6% 75,000 Applied Industrial Technologies Inc. 2,241,750 205,000 Kaman Corp. 5,799,450 9,266 Lawson Products, Inc. 255,278 ------------- 8,296,478 ------------- TOTAL COMMON STOCKS & RIGHTS (Cost $1,332,929,601) 1,281,176,061 ------------- - ------ 18 Small Cap Value Shares Value Convertible Preferred Stocks -- 2.8% COMMERCIAL BANKS -- 0.3% 150,900 Midwest Banc Holdings, Inc., Series A, 7.75%, 12/31/49 $3,830,597 ------------- INSURANCE -- 1.8% 505,000 Aspen Insurance Holdings Ltd., 5.625%, 12/31/49 25,186,874 ------------- METALS & MINING -- 0.3% 30,000 Hecla Mining Co., 6.50%, 1/1/11 3,337,500 ------------- REAL ESTATE INVESTMENT TRUSTS (REITS) -- 0.1% 54,795 Lexington Realty Trust, 6.50%, 12/31/49 2,041,114 ------------- TOBACCO -- 0.3% 3,000 Universal Corp., 6.75%, 12/31/49 4,627,500 ------------- TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $39,125,014) 39,023,585 ------------- Preferred Stocks -- 1.0% INSURANCE -- 0.1% 37,241 Odyssey Re Holdings Corp., Series A, 8.125%, 10/20/10 931,025 ------------- REAL ESTATE INVESTMENT TRUSTS (REITS) -- 0.9% 305,000 Ashford Hospitality Trust, Inc., Series D, 8.45%, 7/18/12 5,551,000 200,000 National Retail Properties Inc., Series C, 7.375%, 10/12/11 4,310,000 125,000 PS Business Parks, Inc., Series K, 7.95%, 6/30/09 2,981,250 ------------- 12,842,250 ------------- TOTAL PREFERRED STOCKS (Cost $16,081,990) 13,773,275 ------------- Value Temporary Cash Investments -- 3.9% Repurchase Agreement, Bank of America Securities, LLC, (collateralized by various U.S. Treasury obligations, 2.00%, 4/15/12, valued at $55,627,438), in a joint trading account at 1.20%, dated 3/31/08, due 4/1/08 (Delivery value $54,401,813) (Cost $54,400,000) $ 54,400,000 -------------- Temporary Cash Investments - Securities Lending Collateral(4) -- 7.2% Repurchase Agreement, Barclays Bank plc, (collateralized by various U.S. Government Agency obligations in a pooled account at the lending agent), 2.30%, dated 3/31/08, due 4/1/08 (Delivery value $24,342,471) 24,340,916 Repurchase Agreement, BNP Paribas, (collateralized by various U.S. Government Agency obligations in a pooled account at the lending agent), 2.30%, dated 3/31/08, due 4/1/08 (Delivery value $24,399,665) 24,398,106 Repurchase Agreement, Deutsche Bank AG, (collateralized by various U.S. Government Agency obligations in a pooled account at the lending agent), 2.25%, dated 3/31/08, due 4/1/08 (Delivery value $28,251,766) 28,250,000 Repurchase Agreement, Goldman Sachs Group, Inc. (The), (collateralized by various U.S. Government Agency obligations in a pooled account at the lending agent), 2.15%, dated 3/31/08, due 4/1/08 (Delivery value $23,044,397) 23,043,021 -------------- TOTAL TEMPORARY CASH INVESTMENTS - SECURITIES LENDING COLLATERAL (Cost $100,032,043) 100,032,043 -------------- TOTAL INVESTMENT SECURITIES -- 107.1% (Cost $1,542,568,648) 1,488,404,964 -------------- OTHER ASSETS AND LIABILITIES -- (7.1)% (98,789,068) -------------- TOTAL NET ASSETS -- 100.0% $1,389,615,896 ============== Notes to Schedule of Investments (1) Non-income producing. (2) Security, or a portion thereof, was on loan as of March 31, 2008. (3) Affiliated Company: the fund's holding represents ownership of 5% or more of the voting securities of the company; therefore, the company is affiliated as defined in the Investment Company Act of 1940. (4) Investments represent purchases made by the lending agent with cash collateral received through securities lending transactions. See Notes to Financial Statements. - ------ 19 SHAREHOLDER FEE EXAMPLES (UNAUDITED) Fund shareholders may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and redemption/exchange fees; and (2) ongoing costs, including management fees; distribution and service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in your fund and to compare these costs with the ongoing cost of investing in other mutual funds. The example is based on an investment of $1,000 made at the beginning of the period and held for the entire period from October 1, 2007 to March 31, 2008. ACTUAL EXPENSES The table provides information about actual account values and actual expenses for each class. You may use the information, together with the amount you invested, to estimate the expenses that you paid over the period. First, identify the share class you own. Then simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. If you hold Investor Class shares of any American Century fund, or Institutional Class shares of the American Century Diversified Bond Fund, in an American Century account (i.e., not a financial intermediary or retirement plan account), American Century may charge you a $12.50 semiannual account maintenance fee if the value of those shares is less than $10,000. We will redeem shares automatically in one of your accounts to pay the $12.50 fee. In determining your total eligible investment amount, we will include your investments in all PERSONAL ACCOUNTS (including American Century Brokerage accounts) registered under your Social Security number. PERSONAL ACCOUNTS include individual accounts, joint accounts, UGMA/UTMA accounts, personal trusts, Coverdell Education Savings Accounts and IRAs (including traditional, Roth, Rollover, SEP-, SARSEP- and SIMPLE-IRAs), and certain other retirement accounts. If you have only business, business retirement, employer-sponsored or American Century Brokerage accounts, you are currently not subject to this fee. We will not charge the fee as long as you choose to manage your accounts exclusively online. If you are subject to the Account Maintenance Fee, your account value could be reduced by the fee amount. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The table also provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio of each class of your fund and an assumed rate of return of 5% per year before expenses, which is not the actual return of a fund's share class. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption/exchange fees. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. - ------- 20 Expenses Paid Beginning Ending During Period* Annualized Account Account Value 10/1/07 - Expense Value 10/1/07 3/31/08 3/31/08 Ratio* Mid Cap Value ACTUAL Investor Class $1,000 $868.50 $4.67 1.00% Institutional Class $1,000 $869.30 $3.74 0.80% Advisor Class $1,000 $867.40 $5.84 1.25% R Class $1,000 $865.50 $7.00 1.50% HYPOTHETICAL Investor Class $1,000 $1,020.00 $5.05 1.00% Institutional Class $1,000 $1,021.00 $4.04 0.80% Advisor Class $1,000 $1,018.75 $6.31 1.25% R Class $1,000 $1,017.50 $7.57 1.50% Small Cap Value ACTUAL Investor Class $1,000 $872.40 $5.90 1.26% Institutional Class $1,000 $873.20 $4.96 1.06% Advisor Class $1,000 $871.40 $7.06 1.51% HYPOTHETICAL Investor Class $1,000 $1,018.70 $6.36 1.26% Institutional Class $1,000 $1,019.70 $5.35 1.06% Advisor Class $1,000 $1,017.45 $7.62 1.51% * Expenses are equal to the class's annualized expense ratio listed in the table above, multiplied by the average account value over the period, multiplied by 183, the number of days in the most recent fiscal half-year, divided by 366, to reflect the one-half year period. - ------- 21 STATEMENT OF ASSETS AND LIABILITIES MARCH 31, 2008 Small Cap Mid Cap Value Value ASSETS Investment securities - unaffiliated, at value (cost of $325,210,769 and $1,418,186,252, respectively) -- including $7,211,656 and $96,577,813 of securities on loan, respectively $315,310,293 $1,372,663,421 Investment securities - affiliated, at value (cost of $- and $24,350,353, respectively) -- including $- and $679,832 of securities on loan, respectively -- 15,709,500 Investments made with cash collateral received for securities on loan, at value (cost of $7,506,097 and $100,032,043, respectively) 7,506,097 100,032,043 ------------ -------------- Total investment securities, at value (cost of $332,716,866 and $1,542,568,648, respectively) 322,816,390 1,488,404,964 Cash 3,578,380 -- Receivable for investments sold 6,828,467 19,878,889 Receivable for forward foreign currency exchange contracts 16,751 -- Receivable for capital shares sold -- 69,912 Dividends and interest receivable 599,177 3,128,316 ------------ -------------- 333,839,165 1,511,482,081 ------------ -------------- LIABILITIES Disbursements in excess of demand deposit cash -- 6,355,978 Payable for collateral received for securities on loan 7,506,097 100,032,043 Payable for investments purchased 4,663,340 14,014,767 Accrued management fees 262,667 1,403,318 Distribution and service fees payable 6,748 60,079 ------------ -------------- 12,438,852 121,866,185 ------------ -------------- NET ASSETS $321,400,313 $1,389,615,896 ============ ============== See Notes to Financial Statements. - ------- 22 MARCH 31, 2008 Mid Cap Value Small Cap Value NET ASSETS CONSIST OF: Capital (par value and paid-in surplus) $370,852,961 $1,574,412,706 Undistributed net investment income 287,310 3,361,075 Accumulated net realized loss on investment and foreign currency transactions (39,856,349) (133,994,201) Net unrealized depreciation on investments and translation of assets and liabilities in foreign currencies (9,883,609) (54,163,684) --------------- --------------- $321,400,313 $1,389,615,896 =============== =============== INVESTOR CLASS, $0.01 PAR VALUE Net assets $274,918,442 $732,967,650 Shares outstanding 25,800,651 104,436,178 Net asset value per share $10.66 $7.02 INSTITUTIONAL CLASS, $0.01 PAR VALUE Net assets $17,377,742 $370,421,695 Shares outstanding 1,630,547 52,607,132 Net asset value per share $10.66 $7.04 ADVISOR CLASS, $0.01 PAR VALUE Net assets $25,932,212 $286,226,551 Shares outstanding 2,433,579 40,895,077 Net asset value per share $10.66 $7.00 R CLASS, $0.01 PAR VALUE Net assets $3,171,917 N/A Shares outstanding 297,696 N/A Net asset value per share $10.65 N/A See Notes to Financial Statements. - ------- 23 STATEMENT OF OPERATIONS YEAR ENDED MARCH 31, 2008 Mid Cap Value Small Cap Value INVESTMENT INCOME (LOSS) INCOME: Dividends (including $- and $768,900, respectively, from affiliates and net of foreign taxes withheld of $5,704 and $-, respectively) $7,858,660 $38,184,509 Interest 389,528 2,100,884 Securities lending, net 75,776 1,354,459 ------------- -------------- 8,323,964 41,639,852 ------------- -------------- EXPENSES: Management fees 3,636,708 21,727,904 Distribution fees: Advisor Class 29,510 449,084 C Class -- 14,704 Service fees: Advisor Class 29,510 449,084 C Class -- 4,901 Distribution and service fees: Advisor Class 44,417 496,218 R Class 10,689 -- Directors' fees and expenses 8,099 49,422 Other expenses 6,095 5,940 ------------- -------------- 3,765,028 23,197,257 ------------- -------------- NET INVESTMENT INCOME (LOSS) 4,558,936 18,442,595 ------------- -------------- REALIZED AND UNREALIZED GAIN (LOSS) NET REALIZED GAIN (LOSS) ON: Investment transactions (including $- and $(4,812,559) from affiliates, respectively) (20,304,281) 88,882,119 Foreign currency transactions (747,301) -- ------------- -------------- (21,051,582) 88,882,119 ------------- -------------- CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON: Investments (27,965,306) (316,346,129) Translation of assets and liabilities in foreign currencies 38,795 -- ------------- -------------- (27,926,511) (316,346,129) ------------- -------------- NET REALIZED AND UNREALIZED GAIN (LOSS) (48,978,093) (227,464,010) ------------- -------------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $(44,419,157) $(209,021,415) ============= ============== See Notes to Financial Statements. - ------- 24 STATEMENT OF CHANGES IN NET ASSETS YEARS ENDED MARCH 31, 2008 AND MARCH 31, 2007 Mid Cap Value Small Cap Value Increase (Decrease) in Net Assets 2008 2007 2008 2007 OPERATIONS Net investment income (loss) $4,558,936 $3,185,670 $18,442,595 $11,833,810 Net realized gain (loss) (21,051,582) 24,275,844 88,882,119 269,066,459 Change in net unrealized appreciation (depreciation) (27,926,511) 12,571,948 (316,346,129) (96,758,855) ------------ ------------ -------------- -------------- Net increase (decrease) in net assets resulting from operations (44,419,157) 40,033,462 (209,021,415) 184,141,414 ------------ ------------ -------------- -------------- DISTRIBUTIONS TO SHAREHOLDERS From net investment income: Investor Class (4,104,303) (2,544,581) (10,158,186) (5,506,596) Institutional Class (260,361) (220,317) (4,596,852) (2,633,023) Advisor Class (310,213) (116,401) (2,850,364) (1,044,209) R Class (21,175) (682) -- -- From net realized gains: Investor Class (29,129,100) (12,038,352) (181,311,827) (154,884,953) Institutional Class (1,403,616) (747,114) (74,519,198) (54,066,434) Advisor Class (2,795,932) (707,570) (65,013,709) (53,966,232) C Class -- -- -- (456,240) R Class (318,237) (4,612) -- -- ------------ ------------ -------------- -------------- Decrease in net assets from distributions (38,342,937) (16,379,629) (338,450,136) (272,557,687) ------------ ------------ -------------- -------------- CAPITAL SHARE TRANSACTIONS Net increase (decrease) in net assets from capital share transactions 59,664,484 186,868,948 (205,103,118) (53,422,340) ------------ ------------ -------------- -------------- NET INCREASE (DECREASE) IN NET ASSETS (23,097,610) 210,522,781 (752,574,669) (141,838,613) NET ASSETS Beginning of period 344,497,923 133,975,142 2,142,190,565 2,284,029,178 ------------ ------------ -------------- -------------- End of period $321,400,313 $344,497,923 $1,389,615,896 $2,142,190,565 ============ ============ ============== ============== Undistributed net investment income $287,310 $399,163 $3,361,075 $2,682,853 ============ ============ ============== ============== See Notes to Financial Statements. - ------- 25 NOTES TO FINANCIAL STATEMENTS MARCH 31, 2008 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION -- American Century Capital Portfolios, Inc. (the corporation) is registered under the Investment Company Act of 1940 (the 1940 Act) as an open-end management investment company. Mid Cap Value Fund (Mid Cap Value) and Small Cap Value Fund (Small Cap Value) (collectively, the funds) are two funds in a series issued by the corporation. The funds are diversified under the 1940 Act. The funds' investment objective is to seek long-term capital growth. The production of income is a secondary objective. Mid Cap Value pursues its investment objective by investing in stocks of mid-sized market capitalization companies that management believes to be undervalued at the time of purchase. Small Cap Value pursues its investment objective by investing in stocks of smaller market capitalization companies that management believes to be undervalued at the time of purchase. The following is a summary of the funds' significant accounting policies. MULTIPLE CLASS -- Mid Cap Value is authorized to issue the Investor Class, the Institutional Class, the Advisor Class and the R Class. Small Cap Value is authorized to issue the Investor Class, the Institutional Class and the Advisor Class. Prior to December 3, 2007, Small Cap Value was authorized to issue the C Class (see Note 10). The share classes differ principally in their respective distribution and shareholder servicing expenses and arrangements. All shares of each fund represent an equal pro rata interest in the net assets of the class to which such shares belong, and have identical voting, dividend, liquidation and other rights and the same terms and conditions, except for class specific expenses and exclusive rights to vote on matters affecting only individual classes. Income, non-class specific expenses, and realized and unrealized capital gains and losses of the funds are allocated to each class of shares based on their relative net assets. SECURITY VALUATIONS -- Securities traded primarily on a principal securities exchange are valued at the last reported sales price, or at the mean of the latest bid and asked prices where no last sales price is available. Depending on local convention or regulation, securities traded over-the-counter are valued at the mean of the latest bid and asked prices, the last sales price, or the official close price. Debt securities not traded on a principal securities exchange are valued through a commercial pricing service or at the mean of the most recent bid and asked prices. Discount notes may be valued through a commercial pricing service or at amortized cost, which approximates fair value. Securities traded on foreign securities exchanges and over-the-counter markets are normally completed before the close of business on days that the New York Stock Exchange (the Exchange) is open and may also take place on days when the Exchange is not open. If an event occurs after the value of a security was established but before the net asset value per share was determined that was likely to materially change the net asset value, that security would be valued as determined in accordance with procedures adopted by the Board of Directors. If the funds determine that the market price of a portfolio security is not readily available, or that the valuation methods mentioned above do not reflect the security's fair value, such security is valued as determined by the Board of Directors or its designee, in accordance with procedures adopted by the Board of Directors, if such determination would materially impact a fund's net asset value. Certain other circumstances may cause the funds to use alternative procedures to value a security such as: a security has been declared in default; trading in a security has been halted during the trading day; or there is a foreign market holiday and no trading will commence. SECURITY TRANSACTIONS -- For financial reporting purposes, security transactions are accounted for as of the trade date. Net realized gains and losses are determined on the identified cost basis, which is also used for federal income tax purposes. INVESTMENT INCOME -- Dividend income less foreign taxes withheld, if any, is recorded as of the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The funds estimate the components of distributions received that may be considered nontaxable distributions or capital gain distributions for income tax purposes. Interest income is recorded on the accrual basis and includes accretion of discounts and amortization of premiums. SECURITIES ON LOAN -- The funds may lend portfolio securities through their lending agent to certain approved borrowers in order to earn additional income. The income earned, net of any rebates or fees, is included in the Statement of Operations. The funds continue to recognize any gain or loss in the market price of the securities loaned and record any interest earned or dividends declared. - ------- 26 EXCHANGE TRADED FUNDS -- The funds may invest in exchange traded funds (ETFs). ETFs are a type of index fund bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities designed to track the performance and dividend yield of a particular domestic or foreign market index. A fund may purchase an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although the lack of liquidity on an ETF could result in it being more volatile. Additionally, ETFs have management fees, which increase their cost. FOREIGN CURRENCY TRANSACTIONS -- All assets and liabilities initially expressed in foreign currencies are translated into U.S. dollars at prevailing exchange rates at period end. Purchases and sales of investment securities, dividend and interest income, and certain expenses are translated at the rates of exchange prevailing on the respective dates of such transactions. For assets and liabilities, other than investments in securities, net realized and unrealized gains and losses from foreign currency translations arise from changes in currency exchange rates. Net realized and unrealized foreign currency exchange gains or losses occurring during the holding period of investment securities are a component of realized gain (loss) on investment transactions and unrealized appreciation (depreciation) on investments, respectively. Certain countries may impose taxes on the contract amount of purchases and sales of foreign currency contracts in their currency. The funds record the foreign tax expense, if any, as a reduction to the net realized gain (loss) on foreign currency transactions. FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS -- The funds may enter into forward foreign currency exchange contracts to facilitate transactions of securities denominated in a foreign currency or to hedge the funds' exposure to foreign currency exchange rate fluctuations. The net U.S. dollar value of foreign currency underlying all contractual commitments held by the funds and the resulting unrealized appreciation or depreciation are determined daily using prevailing exchange rates. The funds bear the risk of an unfavorable change in the foreign currency exchange rate underlying the forward contract. Additionally, losses may arise if the counterparties do not perform under the contract terms. REPURCHASE AGREEMENTS -- The funds may enter into repurchase agreements with institutions that American Century Investment Management, Inc. (ACIM) (the investment advisor) has determined are creditworthy pursuant to criteria adopted by the Board of Directors. Each repurchase agreement is recorded at cost. Each fund requires that the collateral, represented by securities, received in a repurchase transaction be transferred to the custodian in a manner sufficient to enable each fund to obtain those securities in the event of a default under the repurchase agreement. ACIM monitors, on a daily basis, the securities transferred to ensure the value, including accrued interest, of the securities under each repurchase agreement is equal to or greater than amounts owed to each fund under each repurchase agreement. JOINT TRADING ACCOUNT -- Pursuant to an Exemptive Order issued by the Securities and Exchange Commission, each fund, along with other registered investment companies having management agreements with ACIM or American Century Global Investment Management, Inc. (ACGIM), may transfer uninvested cash balances into a joint trading account. These balances are invested in one or more repurchase agreements that are collateralized by U.S. Treasury or Agency obligations. INCOME TAX STATUS -- It is each fund's policy to distribute substantially all net investment income and net realized gains to shareholders and to otherwise qualify as a regulated investment company under provisions of the Internal Revenue Code. The funds are no longer subject to examination by tax authorities for years prior to 2005. At this time, management has not identified any uncertain tax positions that would materially impact the financial statements. Accordingly, no provision has been made for federal or state income taxes. Interest and penalties associated with any federal or state income tax obligations, if any, are recorded as interest expense. DISTRIBUTIONS TO SHAREHOLDERS -- Distributions to shareholders are recorded on the ex-dividend date. Distributions from net investment income are declared and paid quarterly. Distributions from net realized gains, if any, are generally declared and paid annually. - ------- 27 INDEMNIFICATIONS -- Under the corporation's organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the funds. In addition, in the normal course of business, the funds enter into contracts that provide general indemnifications. The funds' maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the funds. The risk of material loss from such claims is considered by management to be remote. USE OF ESTIMATES -- The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, which may require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from these estimates. 2. FEES AND TRANSACTIONS WITH RELATED PARTIES On July 27, 2007, the Advisor Class shareholders of Mid Cap Value and Small Cap Value approved a change to the class's fee structure. The change was approved by the Board of Directors on November 29, 2006 and March 7, 2007. Effective September 4, 2007, the fee structure change resulted in an increase of 0.25% in the unified management fee and a simultaneous decrease of 0.25% in the total distribution and service fee, resulting in no change to the total operating expense ratio of the class. MANAGEMENT FEES -- The corporation has entered into a Management Agreement with ACIM, under which ACIM provides the funds with investment advisory and management services in exchange for a single, unified management fee (the fee) per class. The Agreement provides that all expenses of the funds, except brokerage commissions, taxes, interest, fees and expenses of those directors who are not considered "interested persons" as defined in the 1940 Act (including counsel fees) and extraordinary expenses, will be paid by ACIM. The fee is computed and accrued daily based on the daily net assets of each specific class of shares of each fund and paid monthly in arrears. For funds with a stepped fee schedule, the rate of the fee is determined by applying a fee rate calculation formula. This formula takes into account all of the investment advisor's assets under management in each fund's investment strategy (strategy assets) to calculate the appropriate fee rate for each fund. The strategy assets include each fund's assets and the assets of other clients of the investment advisor that are not in the American Century family of funds, but that have the same investment team and investment strategy. The annual management fee schedule for Mid Cap Value is 1.00%, 0.80%, 1.00% and 1.00% for the Investor Class, Institutional Class, Advisor Class and R Class, respectively. Prior to September 4, 2007, the annual management fee schedule for Mid Cap Value was 0.75% for the Advisor Class. The annual management fee schedule for Small Cap Value ranges from 1.00% to 1.25% for the Investor Class, Advisor Class and C Class. The Institutional Class is 0.20% less at each point within the range for Small Cap Value. Prior to September 4, 2007, the Advisor Class was 0.25% less at each point within the range for Small Cap Value. The effective annual management fee for each class of each fund for the year ended March 31, 2008, was as follows: Mid Cap Value Small Cap Value Investor 1.00% 1.26% Institutional 0.80% 1.06% Advisor 0.90% 1.14% R 1.00% N/A - ------- 28 DISTRIBUTION AND SERVICE FEES -- The Board of Directors has adopted a separate Master Distribution and Individual Shareholder Services Plan for each of the Advisor Class, C Class and R Class (collectively the plans), pursuant to Rule 12b-1 of the 1940 Act. The plans provide that the Advisor Class will pay American Century Investment Services, Inc. (ACIS) an annual distribution and service fee of 0.25%. Prior to September 4, 2007, the Board of Directors had adopted a Master Distribution and Shareholder Services Plan, pursuant to Rule 12b-1 of the 1940 Act, which provided that the Advisor Class would pay ACIS an annual distribution fee of 0.25% and service fee of 0.25%. The plans provide that the C Class will pay ACIS an annual distribution fee of 0.75% and service fee of 0.25%. The plans provide that the R Class will pay ACIS an annual distribution and service fee of 0.50%. The fees are computed and accrued daily based on each class's daily net assets and paid monthly in arrears. The distribution fee provides compensation for expenses incurred in connection with distributing shares of the classes including, but not limited to, payments to brokers, dealers, and financial institutions that have entered into sales agreements with respect to shares of the funds. The service fee provides compensation for shareholder and administrative services rendered by ACIS, its affiliates or independent third party providers for Advisor Class shares and for individual shareholder services rendered by broker/dealers or other independent financial intermediaries for R Class shares. Fees incurred under the plans during the year ended March 31, 2008, are detailed in the Statement of Operations. RELATED PARTIES -- Certain officers and directors of the corporation are also officers and/or directors, and, as a group, controlling stockholders of American Century Companies, Inc. (ACC), the parent of the corporation's investment advisor, ACIM, the distributor of the corporation, ACIS, and the corporation's transfer agent, American Century Services, LLC. The funds are eligible to invest in a money market fund for temporary purposes, which is managed by J.P. Morgan Investment Management, Inc. (JPMIM). JPMIM is a wholly owned subsidiary of JPMorgan Chase & Co. (JPM). JPM is an equity investor in ACC. The funds have a securities lending agreement with JPMorgan Chase Bank (JPMCB). Prior to December 12, 2007, the funds had a bank line of credit agreement with JPMCB. JPMCB is a custodian of the funds and a wholly owned subsidiary of JPM. 3. INVESTMENT TRANSACTIONS Investment transactions, excluding short-term investments, for the year ended March 31, 2008, were as follows: Mid Cap Value Small Cap Value Purchases $768,040,652 $2,194,319,298 Proceeds from sales $743,150,774 $2,715,368,077 - ------- 29 4. CAPITAL SHARE TRANSACTIONS Transactions in shares of the funds were as follows: Year ended March 31, 2008 Year ended March 31, 2007 Shares Amount Shares Amount Mid Cap Value INVESTOR CLASS/SHARES AUTHORIZED 75,000,000 30,000,000 ============ =========== Sold 17,293,738 $228,962,537 15,718,995 $197,688,534 Issued in reinvestment of distributions 2,316,859 26,920,796 795,812 10,187,220 Redeemed (16,447,138) (211,237,414) (3,406,883) (42,428,857) ------------ ------------- ----------- ------------ 3,163,459 44,645,919 13,107,924 165,446,897 ------------ ------------- ----------- ------------ INSTITUTIONAL CLASS/SHARES AUTHORIZED 20,000,000 5,000,000 ============ =========== Sold 848,248 10,325,708 949,141 12,083,371 Issued in reinvestment of distributions 141,623 1,648,141 72,779 930,393 Redeemed (906,797) (11,720,977) (343,169) (4,404,834) ------------ ------------- ----------- ------------ 83,074 252,872 678,751 8,608,930 ------------ ------------- ----------- ------------ ADVISOR CLASS/SHARES AUTHORIZED 20,000,000 5,000,000 ============ =========== Sold 1,655,353 21,805,126 1,059,278 13,673,755 Issued in reinvestment of distributions 247,640 2,873,707 64,291 822,974 Redeemed (1,076,268) (12,988,849) (192,591) (2,464,200) ------------ ------------- ----------- ------------ 826,725 11,689,984 930,978 12,032,529 ------------ ------------- ----------- ------------ R CLASS/SHARES AUTHORIZED 20,000,000 5,000,000 ============ =========== Sold 300,359 3,892,667 65,138 856,761 Issued in reinvestment of distributions 29,385 339,412 413 5,294 Redeemed (93,608) (1,156,370) (6,215) (81,463) ------------ ------------- ----------- ------------ 236,136 3,075,709 59,336 780,592 ------------ ------------- ----------- ------------ Net increase (decrease) 4,309,394 $59,664,484 14,776,989 $186,868,948 ============ ============= =========== ============ - ------- 30 Year ended March 31, 2008 Year ended March 31, 2007 Shares Amount Shares Amount Small Cap Value INVESTOR CLASS/SHARES AUTHORIZED 500,000,000 300,000,000 ============ ============ Sold 14,409,793 $127,579,003 17,671,058 $178,799,480 Issued in reinvestment of distributions 24,242,645 186,591,128 16,039,908 156,122,757 Redeemed (60,205,011) (531,313,197) (40,692,359) (411,004,195) ------------- --------------- ------------ -------------- (21,552,573) (217,143,066) (6,981,393) (76,081,958) ------------- --------------- ------------ -------------- INSTITUTIONAL CLASS/SHARES AUTHORIZED 150,000,000 100,000,000 ============ ============ Sold 17,780,266 148,386,323 12,204,168 124,211,238 Issued in reinvestment of distributions 8,820,939 68,112,615 4,925,986 48,097,957 Redeemed (18,158,464) (164,133,933) (14,549,388) (146,245,526) ------------- --------------- ------------ -------------- 8,442,741 52,365,005 2,580,766 26,063,669 ------------- --------------- ------------ -------------- ADVISOR CLASS/SHARES AUTHORIZED 190,000,000 125,000,000 ============ ============ Sold 4,535,149 41,436,663 7,282,047 73,933,085 Issued in connection with reclassification (Note 10) 125,057 1,134,706 -- -- Issued in reinvestment of distributions 8,838,593 67,729,817 5,660,010 54,914,835 Redeemed (16,043,501) (147,271,195) (13,061,989) (132,193,029) ------------- --------------- ------------ -------------- (2,544,702) (36,970,009) (119,932) (3,345,109) ------------- --------------- ------------ -------------- C CLASS/SHARES AUTHORIZED N/A 5,000,000 ============ ============ Sold = -- 389 3,984 Issued in reinvestment of distributions -- -- 45,980 427,615 Redeemed in connection with reclassification (Note 10) (125,057) (1,134,706) -- -- Redeemed (234,227) (2,220,342) (50,491) (490,541) ------------- --------------- ------------ -------------- (359,284) (3,355,048) (4,122) (58,942) ------------- --------------- ------------ -------------- Net increase (decrease) (16,013,818) $(205,103,118) (4,524,681) $(53,422,340) ============= =============== ============ ============== 5. SECURITIES LENDING As of March 31, 2008, securities in Mid Cap Value and Small Cap Value valued at $7,211,656 and $97,257,645, respectively, were on loan through the lending agent, JPMCB, to certain approved borrowers. JPMCB receives and maintains collateral in the form of cash and/or acceptable securities as approved by ACIM. Cash collateral is invested in authorized investments by the lending agent in a pooled account. The value of cash collateral received at period end is disclosed in the Statement of Assets and Liabilities and investments made with the cash by the lending agent are listed in the Schedule of Investments. Any deficiencies or excess of collateral must be delivered or transferred by the member firms no later than the close of business on the next business day. The total value of all collateral received, at this date, was $7,506,097 and $100,032,043, respectively. The funds' risks in securities lending are that the borrower may not provide additional collateral when required or return the securities when due. If the borrower defaults, receipt of the collateral by the funds may be delayed or limited. - ------- 31 6. AFFILIATED COMPANY TRANSACTIONS If a fund's holding represents ownership of 5% or more of the voting securities of a company, the company is affiliated as defined in the 1940 Act. A summary of transactions for each company which is or was an affiliate at or during the year ended March 31, 2008, follows: March 31, 2008 Share Balance Purchase Sales Realized Dividend Share Market Fund/Company 3/31/07 Cost Cost Gain (Loss) Income Balance Value Small Cap Value Cowen Group Inc.(1)(2) 310,806 $9,680,699 $4,910,537 $(181,585) -- 750,000 $5,317,500 EFJ Inc.(2)(3) 1,325,000 402,169 8,691,434 (5,119,431) -- -- -- Neoware Inc.(2)(3) 920,000 1,360,552 12,162,647 3,355,185 -- -- -- Odyssey HealthCare, Inc.(2)(3) -- 24,525,595 12,296,518 (3,329,558) -- 1,130,000 (3) Patriot Capital Funding, Inc.(1)(3) 1,180,000 2,271,454 10,440,056 492,866 $710,550 615,000 (3) Young Innovations, Inc. -- 15,263,002 171,061 (30,036) 58,350 600,000 10,392,000 ----------- ----------- ------------ -------- ----------- $53,503,471 $48,672,253 $(4,812,559) $768,900 $15,709,500 =========== =========== ============ ======== =========== (1) Security, or a portion thereof, was on loan as of March 31, 2008. (2) Non-income producing. (3) Company was not an affiliate at March 31, 2008. 7. BANK LINE OF CREDIT Effective December 12, 2007, the funds, along with certain other funds managed by ACIM or ACGIM, have a $500,000,000 unsecured bank line of credit agreement with Bank of America, N.A. Prior to December 12, 2007, the funds, along with certain other funds managed by ACIM or ACGIM, had a $500,000,000 unsecured bank line of credit agreement with JPMCB. The funds may borrow money for temporary or emergency purposes to fund shareholder redemptions. Borrowings under the agreement, which is subject to annual renewal, bear interest at the Federal Funds rate plus 0.40%. The funds did not borrow from the line during the year ended March 31, 2008. 8. RISK FACTORS Small Cap Value generally invests in smaller companies which may be more volatile, and subject to greater short-term risk than those of larger companies. In addition, Small Cap Value's performance may be affected by investments in initial public offerings (IPOs). The impact of IPOs on a fund's performance depends on the strength of the IPO market and the size of the fund. IPOs may have less impact on a fund's performance as its assets grow. 9. FEDERAL TAX INFORMATION The tax character of distributions paid during the years ended March 31, 2008 and March 31, 2007 were as follows: Mid Cap Value Small Cap Value 2008 2007 2008 2007 DISTRIBUTIONS PAID FROM Ordinary income $27,984,860 $15,937,992 $168,602,495 $113,553,665 Long-term capital gains $10,358,077 $441,637 $169,847,641 $159,004,022 - ------- 32 The book-basis character of distributions made during the year from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes. These differences reflect the differing character of certain income items and net realized gains and losses for financial statement and tax purposes, and may result in reclassification among certain capital accounts on the financial statements. As of March 31, 2008, the components of distributable earnings on a tax-basis and the federal tax cost of investments were as follows: Mid Cap Value Small Cap Value Federal tax cost of investments $344,568,487 $1,623,217,724 ============== =============== Gross tax appreciation of investments $7,456,483 $76,728,866 Gross tax depreciation of investments (29,208,580) (211,541,626) -------------- --------------- Net tax appreciation (depreciation) of investments $(21,752,097) $(134,812,760) ============== =============== Net tax appreciation (depreciation) on derivatives and translation of assets and liabilities in foreign currencies -- -- -------------- --------------- Net tax appreciation (depreciation) $(21,752,097) $(134,812,760) ============== =============== Undistributed ordinary income $287,424 $4,886,121 Accumulated long-term gains -- $1,361,697 Capital loss deferrals $(27,987,975) $(56,231,868) The difference between book-basis and tax-basis cost and unrealized appreciation (depreciation) is attributable primarily to the tax deferral of losses on wash sales, return of capital dividends received and the realization for tax purposes of unrealized gains on certain forward foreign currency exchange contracts. The capital loss deferrals listed above represent net capital losses incurred in the five-month period ended March 31, 2008. The funds have elected to treat such losses as having been incurred in the following fiscal year for federal income tax purposes. 10. CORPORATE EVENT On July 27, 2007, the C Class shareholders of Small Cap Value approved a reclassification of C Class shares into Advisor Class shares. The reclassification was effective December 3, 2007. The change was approved by the Board of Directors on November 29, 2006 and March 7, 2007. 11. RECENTLY ISSUED ACCOUNTING STANDARDS In June 2006, the Financial Accounting Standards Board (FASB) issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes -- an Interpretation of FASB Statement No. 109" (FIN 48). FIN 48 establishes a minimum threshold for financial statement recognition of the benefit of positions taken in filing tax returns (including whether an entity is taxable in a particular jurisdiction), and requires certain expanded tax disclosures. FIN 48 is effective for fiscal years beginning after December 15, 2006, and is to be applied to all open tax years as of the date of effectiveness. The adoption of FIN 48 did not materially impact the financial statements. The FASB issued Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" (FAS 157), in September 2006, which is effective for fiscal years beginning after November 15, 2007. FAS 157 defines fair value, establishes a framework for measuring fair value and expands the required financial statement disclosures about fair value measurements. Management is currently evaluating the impact that adopting FAS 157 will have on the financial statement disclosures. In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, "Disclosures about Derivative Instruments and Hedging Activities -- an amendment of FASB Statement No. 133" (FAS 161). FAS 161 is effective for fiscal years beginning after November 15, 2008. FAS 161 amends and expands disclosures about derivative instruments and hedging activities. FAS 161 requires qualitative disclosures about the objectives and strategies of derivative instruments, quantitative disclosures about the fair value amounts of and gains and losses on derivative instruments, and disclosures of credit-risk-related contingent features in hedging activities. Management is currently evaluating the impact that adopting FAS 161 will have on the financial statement disclosures. - ------- 33 12. OTHER TAX INFORMATION (UNAUDITED) The following information is provided pursuant to provisions of the Internal Revenue Code. The funds hereby designate up to the maximum amount allowable as qualified dividend income for the fiscal year ended March 31, 2008. The funds hereby designate long-term capital gain distributions for the fiscal year ended March 31, 2008, as follows: Mid Cap Value Small Cap Value $10,358,077 $169,847,641 For corporate taxpayers, the funds hereby designate the following ordinary income distributions paid during the fiscal year ended March 31, 2008, or up to the maximum amount allowable, as qualified for the corporate dividends received deduction. Mid Cap Value Small Cap Value $6,816,468 $24,965,136 The funds hereby designate qualified short-term capital gain distributions for purposes of Internal Revenue Code 871 for the fiscal year ended March 31, 2008, as follows: Mid Cap Value Small Cap Value $23,261,268 $150,997,093 - ------- 34 FINANCIAL HIGHLIGHTS Mid Cap Value Investor Class For a Share Outstanding Throughout the Years Ended March 31 (except as noted) 2008 2007 2006 2005 2004(1) PER-SHARE DATA Net Asset Value, Beginning of Period $13.33 $12.10 $11.32 $10.02 $10.00 -------- -------- -------- ------- -------- Income From Investment Operations Net Investment Income (Loss)(2) 0.16 0.16 0.21 0.09 --(3) Net Realized and Unrealized Gain (Loss) (1.51) 1.87 1.70 1.54 0.02 -------- -------- -------- ------- -------- Total From Investment Operations (1.35) 2.03 1.91 1.63 0.02 -------- -------- -------- ------- -------- Distributions From Net Investment Income (0.16) (0.14) (0.21) (0.06) -- From Net Realized Gains (1.16) (0.66) (0.92) (0.27) -- -------- -------- -------- ------- -------- Total Distributions (1.32) (0.80) (1.13) (0.33) -- -------- -------- -------- ------- -------- Net Asset Value, End of Period $10.66 $13.33 $12.10 $11.32 $10.02 ======== ======== ======== ======= ======== TOTAL RETURN(4) (10.84)% 17.12% 17.62% 16.40% 0.20% RATIOS/SUPPLEMENTAL DATA Ratio of Operating Expenses to Average Net Assets 1.00% 1.00% 1.00% 1.00% 1.00%(5) Ratio of Net Investment Income (Loss) to Average Net Assets 1.25% 1.30% 1.77% 0.83% 0.00%(5) Portfolio Turnover Rate 206% 187% 228% 192% 0% Net Assets, End of Period (in thousands) $274,918 $301,642 $115,262 $42,059 $1,619 (1) For the one day period ended March 31, 2004 (fund inception). (2) Computed using average shares outstanding throughout the period. (3) Per-share amount was less than $0.005. (4) Total return assumes reinvestment of net investment income and capital gains distributions, if any. Total returns for periods less than one year are not annualized. The total return of the classes may not precisely reflect the class expense differences because of the impact of calculating the net asset values to two decimal places. If net asset values were calculated to three decimal places, the total return differences would more closely reflect the class expense differences. The calculation of net asset values to two decimal places is made in accordance with SEC guidelines and does not result in any gain or loss of value between one class and another. (5) Annualized. See Notes to Financial Statements. - ------- 35 Mid Cap Value Institutional Class For a Share Outstanding Throughout the Years Ended March 31 (except as noted) 2008 2007 2006 2005(1) PER-SHARE DATA Net Asset Value, Beginning of Period $13.33 $12.10 $11.33 $10.07 -------- ------- ------- ------- Income From Investment Operations Net Investment Income (Loss)(2) 0.18 0.19 0.24 0.07 Net Realized and Unrealized Gain (Loss) (1.51) 1.87 1.69 1.51 -------- ------- ------- ------- Total From Investment Operations (1.33) 2.06 1.93 1.58 -------- ------- ------- ------- Distributions From Net Investment Income (0.18) (0.17) (0.24) (0.05) From Net Realized Gains (1.16) (0.66) (0.92) (0.27) -------- ------- ------- ------- Total Distributions (1.34) (0.83) (1.16) (0.32) -------- ------- ------- ------- Net Asset Value, End of Period $10.66 $13.33 $12.10 $11.33 ======== ======= ======= ======= TOTAL RETURN(3) (10.67)% 17.36% 17.74% 15.82% RATIOS/SUPPLEMENTAL DATA Ratio of Operating Expenses to Average Net Assets 0.80% 0.80% 0.80% 0.80%(4) Ratio of Net Investment Income (Loss) to Average Net Assets 1.45% 1.50% 1.97% 1.00%(4) Portfolio Turnover Rate 206% 187% 228% 192%(5) Net Assets, End of Period (in thousands) $17,378 $20,623 $10,510 $8,082 (1) August 2, 2004 (commencement of sale) through March 31, 2005. (2) Computed using average shares outstanding throughout the period. (3) Total return assumes reinvestment of net investment income and capital gains distributions, if any. Total returns for periods less than one year are not annualized. The total return of the classes may not precisely reflect the class expense differences because of the impact of calculating the net asset values to two decimal places. If net asset values were calculated to three decimal places, the total return differences would more closely reflect the class expense differences. The calculation of net asset values to two decimal places is made in accordance with SEC guidelines and does not result in any gain or loss of value between one class and another. (4) Annualized. (5) Portfolio turnover is calculated at the fund level. Percentage indicated was calculated for the year ended March 31, 2005. See Notes to Financial Statements. - ------- 36 Mid Cap Value Advisor Class For a Share Outstanding Throughout the Years Ended March 31 (except as noted) 2008 2007 2006 2005(1) PER-SHARE DATA Net Asset Value, Beginning of Period $13.33 $12.10 $11.32 $10.99 -------- ------- ------- -------- Income From Investment Operations Net Investment Income (Loss)(2) 0.13 0.14 0.16 0.03 Net Realized and Unrealized Gain (Loss) (1.51) 1.86 1.72 0.31 -------- ------- ------- -------- Total From Investment Operations (1.38) 2.00 1.88 0.34 -------- ------- ------- -------- Distributions From Net Investment Income (0.13) (0.11) (0.18) (0.01) From Net Realized Gains (1.16) (0.66) (0.92) -- -------- ------- ------- -------- Total Distributions (1.29) (0.77) (1.10) (0.01) -------- ------- ------- -------- Net Asset Value, End of Period $10.66 $13.33 $12.10 $11.32 ======== ======= ======= -======= TOTAL RETURN(3) (11.07)% 16.83% 17.32% 3.05% RATIOS/SUPPLEMENTAL DATA Ratio of Operating Expenses to Average Net Assets 1.25% 1.25% 1.25% 1.25%(4) Ratio of Net Investment Income (Loss) to Average Net Assets 1.00% 1.05% 1.52% 1.34%(4) Portfolio Turnover Rate 206% 187% 228% 192%(5) Net Assets, End of Period (in thousands) $25,932 $21,412 $8,175 $1,057 (1) January 13, 2005 (commencement of sale) through March 31, 2005. (2) Computed using average shares outstanding throughout the period. (3) Total return assumes reinvestment of net investment income and capital gains distributions, if any. Total returns for periods less than one year are not annualized. The total return of the classes may not precisely reflect the class expense differences because of the impact of calculating the net asset values to two decimal places. If net asset values were calculated to three decimal places, the total return differences would more closely reflect the class expense differences. The calculation of net asset values to two decimal places is made in accordance with SEC guidelines and does not result in any gain or loss of value between one class and another. (4) Annualized. (5) Portfolio turnover is calculated at the fund level. Percentage indicated was calculated for the year ended March 31, 2005. See Notes to Financial Statements. - ------- 37 Mid Cap Value R Class For a Share Outstanding Throughout the Years Ended March 31 (except as noted) 2008 2007 2006(1) PER-SHARE DATA Net Asset Value, Beginning of Period $13.32 $12.09 $12.21 -------- ------ -------- Income From Investment Operations Net Investment Income (Loss)(2) 0.10 0.13 0.07 Net Realized and Unrealized Gain (Loss) (1.51) 1.84 0.79 -------- ------ -------- Total From Investment Operations (1.41) 1.97 0.86 -------- ------ -------- Distributions From Net Investment Income (0.10) (0.08) (0.06) From Net Realized Gains (1.16) (0.66) (0.92) -------- ------ -------- Total Distributions (1.26) (0.74) (0.98) -------- ------ -------- Net Asset Value, End of Period $10.65 $13.32 $12.09 ======== ====== ======== TOTAL RETURN(3) (11.30)% 16.55% 7.56% RATIOS/SUPPLEMENTAL DATA Ratio of Operating Expenses to Average Net Assets 1.50% 1.50% 1.50%(4) Ratio of Net Investment Income (Loss) to Average Net Assets 0.75% 0.80% 0.97%(4) Portfolio Turnover Rate 206% 187% 228%(5) Net Assets, End of Period (in thousands) $3,172 $820 $27 (1) July 29, 2005 (commencement of sale) through March 31, 2006. (2) Computed using average shares outstanding throughout the period. (3) Total return assumes reinvestment of net investment income and capital gains distributions, if any. Total returns for periods less than one year are not annualized. The total return of the classes may not precisely reflect the class expense differences because of the impact of calculating the net asset values to two decimal places. If net asset values were calculated to three decimal places, the total return differences would more closely reflect the class expense differences. The calculation of net asset values to two decimal places is made in accordance with SEC guidelines and does not result in any gain or loss of value between one class and another. (4) Annualized. (5) Portfolio turnover is calculated at the fund level. Percentage indicated was calculated for the year ended March 31, 2006. See Notes to Financial Statements. - ------- 38 Small Cap Value Investor Class For a Share Outstanding Throughout the Years Ended March 31 2008 2007 2006 2005 2004 PER-SHARE DATA Net Asset Value, Beginning of Period $10.01 $10.45 $10.07 $9.71 $6.44 -------- --------- --------- --------- --------- Income From Investment Operations Net Investment Income (Loss)(1) 0.09 0.06 0.06 0.03 0.05 Net Realized and Unrealized Gain (Loss) (1.16) 0.87 1.72 1.31 3.26 -------- --------- --------- --------- --------- Total From Investment Operations (1.07) 0.93 1.78 1.34 3.31 -------- --------- --------- --------- --------- Distributions From Net Investment Income (0.09) (0.04) (0.06) (0.03) (0.04) From Net Realized Gains (1.83) (1.33) (1.34) (0.95) -- -------- --------- --------- --------- --------- Total Distributions (1.92) (1.37) (1.40) (0.98) (0.04) -------- --------- --------- --------- --------- Net Asset Value, End of Period $7.02 $10.01 $10.45 $10.07 $9.71 ======== ========= ========= ========= ========= TOTAL RETURN(2) (12.22)% 9.38% 18.67% 14.00% 51.53% RATIOS/SUPPLEMENTAL DATA Ratio of Operating Expenses to Average Net Assets 1.26% 1.25% 1.25% 1.25% 1.26% Ratio of Net Investment Income (Loss) to Average Net Assets 1.01% 0.57% 0.58% 0.32% 0.59% Portfolio Turnover Rate 123% 121% 111% 108% 110% Net Assets, End of Period (in thousands) $732,968 $1,261,392 $1,390,024 $1,252,153 $1,050,500 (1) Computed using average shares outstanding throughout the period. (2) Total return assumes reinvestment of net investment income and capital gains distributions, if any. The total return of the classes may not precisely reflect the class expense differences because of the impact of calculating the net asset values to two decimal places. If net asset values were calculated to three decimal places, the total return differences would more closely reflect the class expense differences. The calculation of net asset values to two decimal places is made in accordance with SEC guidelines and does not result in any gain or loss of value between one class and another. See Notes to Financial Statements. - ------- 39 Small Cap Value Institutional Class For a Share Outstanding Throughout the Years Ended March 31 2008 2007 2006 2005 2004 PER-SHARE DATA Net Asset Value, Beginning of Period $10.03 $10.47 $10.08 $9.72 $6.45 -------- -------- -------- -------- -------- Income From Investment Operations Net Investment Income (Loss)(1) 0.11 0.08 0.08 0.05 0.07 Net Realized and Unrealized Gain (Loss) (1.17) 0.87 1.73 1.31 3.26 -------- -------- -------- -------- -------- Total From Investment Operations (1.06) 0.95 1.81 1.36 3.33 -------- -------- -------- -------- -------- Distributions From Net Investment Income (0.10) (0.06) (0.08) (0.05) (0.06) From Net Realized Gains (1.83) (1.33) (1.34) (0.95) -- -------- -------- -------- -------- -------- Total Distributions (1.93) (1.39) (1.42) (1.00) (0.06) -------- -------- -------- -------- -------- Net Asset Value, End of Period $7.04 $10.03 $10.47 $10.08 $9.72 ======== ======== ======== ======== ======== TOTAL RETURN(2) (12.05)% 9.52% 18.98% 14.20% 51.75% RATIOS/SUPPLEMENTAL DATA Ratio of Operating Expenses to Average Net Assets 1.06% 1.05% 1.05% 1.05% 1.06% Ratio of Net Investment Income (Loss) to Average Net Assets 1.21% 0.77% 0.78% 0.52% 0.79% Portfolio Turnover Rate 123% 121% 111% 108% 110% Net Assets, End of Period (in thousands) $370,422 $443,173 $435,327 $314,700 $170,784 (1) Computed using average shares outstanding throughout the period. (2) Total return assumes reinvestment of net investment income and capital gains distributions, if any. The total return of the classes may not precisely reflect the class expense differences because of the impact of calculating the net asset values to two decimal places. If net asset values were calculated to three decimal places, the total return differences would more closely reflect the class expense differences. The calculation of net asset values to two decimal places is made in accordance with SEC guidelines and does not result in any gain or loss of value between one class and another. See Notes to Financial Statements. - ------- 40 Small Cap Value Advisor Class For a Share Outstanding Throughout the Years Ended March 31 2008 2007 2006 2005 2004 PER-SHARE DATA Net Asset Value, Beginning of Period $10.00 $10.45 $10.06 $9.71 $6.43 -------- -------- -------- -------- -------- Income From Investment Operations Net Investment Income (Loss)(1) 0.07 0.03 0.03 0.01 0.03 Net Realized and Unrealized Gain (Loss) (1.17) 0.87 1.74 1.30 3.27 -------- -------- -------- -------- -------- Total From Investment Operations (1.10) 0.90 1.77 1.31 3.30 -------- -------- -------- -------- -------- Distributions From Net Investment Income (0.07) (0.02) (0.04) (0.01) (0.02) From Net Realized Gains (1.83) (1.33) (1.34) (0.95) -- -------- -------- -------- -------- -------- Total Distributions (1.90) (1.35) (1.38) (0.96) (0.02) -------- -------- -------- -------- -------- Net Asset Value, End of Period $7.00 $10.00 $10.45 $10.06 $9.71 ======== ======== ======== ======== ======== TOTAL RETURN(2) (12.51)% 9.10% 18.51% 13.70% 51.38% RATIOS/SUPPLEMENTAL DATA Ratio of Operating Expenses to Average Net Assets 1.51% 1.50% 1.50% 1.50% 1.51% Ratio of Net Investment Income (Loss) to Average Net Assets 0.76% 0.32% 0.33% 0.07% 0.34% Portfolio Turnover Rate 123% 121% 111% 108% 110% Net Assets, End of Period (in thousands) $286,227 $434,182 $455,001 $624,633 $432,261 (1) Computed using average shares outstanding throughout the period. (2) Total return assumes reinvestment of net investment income and capital gains distributions, if any. The total return of the classes may not precisely reflect the class expense differences because of the impact of calculating the net asset values to two decimal places. If net asset values were calculated to three decimal places, the total return differences would more closely reflect the class expense differences. The calculation of net asset values to two decimal places is made in accordance with SEC guidelines and does not result in any gain or loss of value between one class and another. See Notes to Financial Statements. - ------- 41 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Shareholders, American Century Capital Portfolios, Inc.: We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Mid Cap Value Fund and Small Cap Value Fund, two of the mutual funds constituting American Century Capital Portfolios, Inc. (the "Corporation"), as of March 31, 2008, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for the periods presented. These financial statements and financial highlights are the responsibility of the Corporation's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Corporation is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of March 31, 2008, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the respective financial positions of Mid Cap Value Fund and Small Cap Value Fund, two of the mutual funds of American Century Capital Portfolios, Inc. as of March 31, 2008, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the financial highlights for the periods presented, in conformity with accounting principles generally accepted in the United States of America. Deloitte & Touche LLP Kansas City, Missouri May 13, 2008 - ------- 42 MANAGEMENT The individuals listed below serve as directors or officers of the funds. Each director serves until his or her successor is duly elected and qualified or until he or she retires. Mandatory retirement age for independent directors is 72. Those listed as interested directors are "interested" primarily by virtue of their engagement as directors and/or officers of, or ownership interest in, American Century Companies, Inc. (ACC) or its wholly owned, direct or indirect, subsidiaries, including the funds' investment advisor, American Century Investment Management, Inc. (ACIM); the funds' principal underwriter, American Century Investment Services, Inc. (ACIS); and the funds' transfer agent, American Century Services, LLC (ACS). The other directors (more than three-fourths of the total number) are independent; that is, they have never been employees, directors or officers of, and have no financial interest in, ACC or any of its wholly owned, direct or indirect, subsidiaries, including ACIM, ACIS and ACS. The directors serve in this capacity for seven registered investment companies in the American Century Investments family of funds. All persons named as officers of the funds also serve in similar capacities for the other 14 investment companies in the American Century Investments family of funds advised by ACIM or American Century Global Investment Management, Inc. (ACGIM), a wholly owned subsidiary of ACIM, unless otherwise noted. Only officers with policy-making functions are listed. No officer is compensated for his or her service as an officer of the funds. The listed officers are interested persons of the funds and are appointed or re-appointed on an annual basis. INTERESTED DIRECTORS JAMES E. STOWERS, JR., 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1924 POSITION(S) HELD WITH FUNDS: Director (since 1958) and Vice Chairman (since 2007) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Founder, Co-Chairman, Director and Controlling Shareholder, ACC; Co-Vice Chairman, ACC (January 2005 to February 2007); Chairman, ACC (January 1995 to December 2004); Director, ACIM, ACGIM, ACS, ACIS and other ACC subsidiaries NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66 OTHER DIRECTORSHIPS HELD BY DIRECTOR: None JONATHAN S. THOMAS, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1963 POSITION(S) HELD WITH FUNDS: Director (since 2007) and President (since 2007) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: President and Chief Executive Officer, ACC (March 2007 to present); Chief Administrative Officer, ACC (February 2006 to February 2007); Executive Vice President, ACC (November 2005 to February 2007). Also serves as: President, Chief Executive Officer and Director, ACS; Executive Vice President, ACIM and ACGIM; Director, ACIM, ACGIM, ACIS and other ACC subsidiaries. Managing Director, Morgan Stanley (March 2000 to November 2005) NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 105 OTHER DIRECTORSHIPS HELD BY DIRECTOR: None - ------- 43 INDEPENDENT DIRECTORS THOMAS A. BROWN, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1940 POSITION(S) HELD WITH FUNDS: Director (since 1980) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Managing Member, Associated Investments, LLC (real estate investment company); Managing Member, Brown Cascade Properties, LLC (real estate investment company); Retired, Area Vice President, Applied Industrial Technologies NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66 OTHER DIRECTORSHIPS HELD BY DIRECTOR: None ANDREA C. HALL, PH.D., 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1945 POSITION(S) HELD WITH FUNDS: Director (since 1997) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Retired, Advisor to the President, Midwest Research Institute NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66 OTHER DIRECTORSHIPS HELD BY DIRECTOR: None JAMES A. OLSON, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1942 POSITION(S) HELD WITH FUNDS: Director (since 2007) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Member, Plaza Belmont LLC; Chief Financial Officer, Plaza Belmont LLC (September 1999 to December 2006) NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66 OTHER DIRECTORSHIPS HELD BY DIRECTOR: Director, Saia, Inc. and Entertainment Properties Trust DONALD H. PRATT, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1937 POSITION(S) HELD WITH FUNDS: Director (since 1995) and Chairman of the Board (since 2005) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chairman and Chief Executive Officer, Western Investments, Inc.; Retired Chairman of the Board, Butler Manufacturing Company NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66 OTHER DIRECTORSHIPS HELD BY DIRECTOR: None GALE E. SAYERS, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1943 POSITION(S) HELD WITH FUNDS: Director (since 2000) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: President, Chief Executive Officer and Founder, Sayers40, Inc., a technology products and services provider NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66 OTHER DIRECTORSHIPS HELD BY DIRECTOR: None M. JEANNINE STRANDJORD, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1945 POSITION(S) HELD WITH FUNDS: Director (since 1994) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Retired, formerly Senior Vice President, Sprint Corporation NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66 OTHER DIRECTORSHIPS HELD BY DIRECTOR: Director, DST Systems, Inc.; Director, Euronet Worldwide, Inc.; Director, Charming Shoppes, Inc. - ------- 44 OFFICERS BARRY FINK, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1955 POSITION(S) HELD WITH FUNDS: Executive Vice President (since 2007) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chief Operating Officer and Executive Vice President, ACC (September 2007 to present); President, ACS (October 2007 to present); Managing Director, Morgan Stanley (2000 to 2007); Global General Counsel, Morgan Stanley (2000 to 2006). Also serves as: Director, ACC, ACS, ACIS and other ACC subsidiaries MARYANNE ROEPKE, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1956 POSITION(S) HELD WITH FUNDS: Chief Compliance Officer (since 2006) and Senior Vice President (since 2000) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chief Compliance Officer, ACIM, ACGIM and ACS (August 2006 to present); Assistant Treasurer, ACC (January 1995 to August 2006); and Treasurer and Chief Financial Officer, various American Century Investments funds (July 2000 to August 2006). Also serves as: Senior Vice President, ACS CHARLES A. ETHERINGTON, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1957 POSITION(S) HELD WITH FUNDS: General Counsel (since 2007) and Senior Vice President (since 2006) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Attorney, ACC (February 1994 to present); Vice President, ACC (November 2005 to present); General Counsel, ACC (March 2007 to present). Also serves as: General Counsel, ACIM, ACGIM, ACS, ACIS and other ACC subsidiaries; and Senior Vice President, ACIM, ACGIM and ACS ROBERT LEACH, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1966 POSITION(S) HELD WITH FUNDS: Vice President, Treasurer and Chief Financial Officer (all since 2006) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Vice President, ACS (February 2000 to present) and Controller, various American Century Investments funds (1997 to September 2006) JON ZINDEL, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1967 POSITION(S) HELD WITH FUNDS: Tax Officer (since 1998) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chief Financial Officer and Chief Accounting Officer, ACC (March 2007 to present); Vice President, ACC (October 2001 to present); Vice President, certain ACC subsidiaries (October 2001 to August 2006); Vice President, Corporate Tax, ACS (April 1998 to August 2006). Also serves as: Chief Financial Officer, Chief Accounting Officer and Senior Vice President, ACIM, ACGIM, ACS and other ACC subsidiaries; and Chief Accounting Officer and Senior Vice President, ACIS The SAI has additional information about the funds' directors and is available without charge, upon request, by calling 1-800-345-2021. - ------- 45 ADDITIONAL INFORMATION RETIREMENT ACCOUNT INFORMATION As required by law, any distributions you receive from an IRA or certain 403(b), 457 and qualified plans [those not eligible for rollover to an IRA or to another qualified plan] are subject to federal income tax withholding, unless you elect not to have withholding apply. Tax will be withheld on the total amount withdrawn even though you may be receiving amounts that are not subject to withholding, such as nondeductible contributions. In such case, excess amounts of withholding could occur. You may adjust your withholding election so that a greater or lesser amount will be withheld. If you don't want us to withhold on this amount, you must notify us to not withhold the federal income tax. Even if you plan to roll over the amount you withdraw to another tax-deferred account, the withholding rate still applies to the withdrawn amount unless we have received notice not to withhold federal income tax prior to the withdrawal. You may notify us in writing or in certain situations by telephone or through other electronic means. You have the right to revoke your withholding election at any time and any election you make may remain in effect until revoked by filing a new election. Remember, even if you elect not to have income tax withheld, you are liable for paying income tax on the taxable portion of your withdrawal. If you elect not to have income tax withheld or you don't have enough income tax withheld, you may be responsible for payment of estimated tax. You may incur penalties under the estimated tax rules if your withholding and estimated tax payments are not sufficient. State tax will be withheld if, at the time of your distribution, your address is within one of the mandatory withholding states and you have federal income tax withheld. State taxes will be withheld from your distribution in accordance with the respective state rules. PROXY VOTING GUIDELINES American Century Investment Management, Inc., the funds' investment advisor, is responsible for exercising the voting rights associated with the securities purchased and/or held by the funds. A description of the policies and procedures the advisor uses in fulfilling this responsibility is available without charge, upon request, by calling 1-800-345-2021. It is also available on American Century's website at americancentury.com and on the Securities and Exchange Commission's website at sec.gov. Information regarding how the investment advisor voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on the "About Us" page at americancentury.com. It is also available at sec.gov. QUARTERLY PORTFOLIO DISCLOSURE The funds file their complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year on Form N-Q. The funds' Forms N-Q are available on the SEC's website at sec.gov, and may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The funds also make their complete schedule of portfolio holdings for the most recent quarter of their fiscal year available on their website at americancentury.com and, upon request, by calling 1-800-345-2021. - ------- 46 INDEX DEFINITIONS The following indices are used to illustrate investment market, sector, or style performance or to serve as fund performance comparisons. They are not investment products available for purchase. The RUSSELL 1000® INDEX is a market-capitalization weighted, large-cap index created by Frank Russell Company to measure the performance of the 1,000 largest companies in the Russell 3000 Index (the 3,000 largest publicly traded U.S. companies, based on total market capitalization). The RUSSELL 1000® GROWTH INDEX measures the performance of those Russell 1000 Index companies (the 1,000 largest of the 3,000 largest publicly traded U.S. companies, based on total market capitalization) with higher price-to-book ratios and higher forecasted growth values. The RUSSELL 1000® VALUE INDEX measures the performance of those Russell 1000 Index companies (the 1,000 largest of the 3,000 largest publicly traded U.S. companies, based on total market capitalization) with lower price-to-book ratios and lower forecasted growth values. The RUSSELL 2000® INDEX is a market-capitalization weighted index created by Frank Russell Company to measure the performance of the 2,000 smallest of the 3,000 largest publicly traded U.S. companies, based on total market capitalization. The RUSSELL 2000® GROWTH INDEX measures the performance of those Russell 2000 Index companies (the 2,000 smallest of the 3,000 largest publicly traded U.S. companies, based on total market capitalization) with higher price-to-book ratios and higher forecasted growth values. The RUSSELL 2000® VALUE INDEX measures the performance of those Russell 2000 Index companies (the 2,000 smallest of the 3,000 largest publicly traded U.S. companies, based on total market capitalization) with lower price-to-book ratios and lower forecasted growth values. The RUSSELL MIDCAP® INDEX measures the performance of the 800 smallest of the 1,000 largest publicly traded U.S. companies, based on total market capitalization. The RUSSELL MIDCAP® GROWTH INDEX measures the performance of those Russell Midcap Index companies (the 800 smallest of the 1,000 largest publicly traded U.S. companies, based on total market capitalization) with higher price-to-book ratios and higher forecasted growth values. The RUSSELL MIDCAP® VALUE INDEX measures the performance of those Russell Midcap Index companies (the 800 smallest of the 1,000 largest publicly traded U.S. companies, based on total market capitalization) with lower price-to-book ratios and lower forecasted growth values. - ------- 47 NOTES - ------- 48 [back cover] [american century investments logo and text logo ®] CONTACT US AMERICANCENTURY.COM AUTOMATED INFORMATION LINE . . . . . . . . . . . . 1-800-345-8765 1-800-345-2021 or INVESTOR SERVICES REPRESENTATIVE . . . . . . . . . 816-531-5575 BUSINESS, NOT-FOR-PROFIT, EMPLOYER-SPONSORED RETIREMENT PLANS . . . . . . . . . . . . . . . . . 1-800-345-3533 BANKS AND TRUST COMPANIES, BROKER-DEALERS, FINANCIAL PROFESSIONALS, INSURANCE COMPANIES . . . 1-800-345-6488 TELECOMMUNICATIONS DEVICE FOR THE DEAF . . . . . . 1-800-634-4113 AMERICAN CENTURY CAPITAL PORTFOLIOS, INC. INVESTMENT ADVISOR: American Century Investment Management, Inc. Kansas City, Missouri This report and the statements it contains are submitted for the general information of our shareholders. The report is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. American Century Investments P.O. Box 419200 Kansas City, MO 64141-6200 PRSRT STD U.S. POSTAGE PAID AMERICAN CENTURY COMPANIES American Century Investment Services, Inc., Distributor ©2008 American Century Proprietary Holdings, Inc. All rights reserved. 0805 CL-ANN-60045S
[front cover] ANNUAL REPORT MARCH 31, 2008 [american century investments logo and text logo ®] AMERICAN CENTURY INVESTMENTS EQUITY INCOME FUND VALUE FUND LARGE COMPANY VALUE FUND PRESIDENT'S LETTER [photo of Jonathan Thomas] JONATHAN THOMAS Dear Investor, At American Century Investments®, we are committed to helping you reach your financial goals. Your success is the ultimate measure of our performance. That's why we focus on achieving superior investment results and building long-term relationships with investors like you. Part of that relationship is to clearly communicate investment results and what influenced them. To help you monitor your investment with us, we take pride in providing you with the annual report for the American Century® Equity Income, Value and Large Company Value funds for the 12 months ended March 31, 2008. We also recommend our website, americancentury.com, where we provide company news, quarterly portfolio commentaries, investment views, and other useful information about portfolio strategy, personal finance, government policy, and the markets. As noted on the website, 2008 marks our 50th year. Since 1958, we've worked for you with integrity, always striving to make wise decisions with your interests as our guide. Fifty years also means that we've met the challenges of previous recessionary cycles. As we've crossed those hurdles and earned your trust, our assets under management have grown to close to $100 billion, putting us in the top 5% of our industry. This growth has given us the resources to offer a wide array of financial products and services, including a well-diversified line-up of portfolios that provide you with many choices in these turbulent times. Our investment discipline and integrity are important features of our portfolios. For example, our fixed-income investment team anticipated the current credit squeeze. Instead of chasing higher yields and adding leveraged exposure as the credit bubble inflated, the team minimized our portfolios' direct exposure to subprime-related debt, preserving investors' hard-earned capital. The team also positioned the portfolios to capitalize on opportunities, including attractive high-quality securities discarded by investors with liquidity needs. We'll continue to work hard to earn your trust. Thank you for your continued support. Sincerely, /s/ Jonathan Thomas Jonathan S. Thomas President and Chief Executive Officer American Century Investments TABLE OF CONTENTS Market Perspective. . . . . . . . . . . . . . . . . . . . . . . . . . 2 U.S. Stock Index Returns. . . . . . . . . . . . . . . . . . . . . . . 2 EQUITY INCOME Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Portfolio Commentary. . . . . . . . . . . . . . . . . . . . . . . . . 5 Top Ten Holdings . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Top Five Industries. . . . . . . . . . . . . . . . . . . . . . . . . 6 Types of Investments in Portfolio. . . . . . . . . . . . . . . . . . 6 Schedule of Investments . . . . . . . . . . . . . . . . . . . . . . . 7 VALUE Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Portfolio Commentary. . . . . . . . . . . . . . . . . . . . . . . . . 13 Top Ten Holdings . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Top Five Industries. . . . . . . . . . . . . . . . . . . . . . . . . 14 Types of Investments in Portfolio. . . . . . . . . . . . . . . . . . 14 Schedule of Investments . . . . . . . . . . . . . . . . . . . . . . . 15 LARGE COMPANY VALUE Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Portfolio Commentary. . . . . . . . . . . . . . . . . . . . . . . . . 20 Top Ten Holdings . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Top Five Industries. . . . . . . . . . . . . . . . . . . . . . . . . 21 Types of Investments in Portfolio. . . . . . . . . . . . . . . . . . 21 Schedule of Investments . . . . . . . . . . . . . . . . . . . . . . . 22 Shareholder Fee Examples. . . . . . . . . . . . . . . . . . . . . . . 25 FINANCIAL STATEMENTS Statement of Assets and Liabilities . . . . . . . . . . . . . . . . . 28 Statement of Operations . . . . . . . . . . . . . . . . . . . . . . . 30 Statement of Changes in Net Assets. . . . . . . . . . . . . . . . . . 31 Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . 33 Financial Highlights. . . . . . . . . . . . . . . . . . . . . . . . . 43 Report of Independent Registered Public Accounting Firm . . . . . . . 61 OTHER INFORMATION Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62 Additional Information. . . . . . . . . . . . . . . . . . . . . . . . 65 Index Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . 66 The opinions expressed in the Market Perspective and each of the Portfolio Commentaries reflect those of the portfolio management team as of the date of the report, and do not necessarily represent the opinions of American Century or any other person in the American Century organization. Any such opinions are subject to change at any time based upon market or other conditions and American Century disclaims any responsibility to update such opinions. These opinions may not be relied upon as investment advice and, because investment decisions made by American Century funds are based on numerous factors, may not be relied upon as an indication of trading intent on behalf of any American Century fund. Security examples are used for representational purposes only and are not intended as recommendations to purchase or sell securities. Performance information for comparative indices and securities is provided to American Century by third party vendors. To the best of American Century's knowledge, such information is accurate at the time of printing. MARKET PERSPECTIVE [photo of chief investment officer] By Phil Davidson, Chief Investment Officer, U.S. Value Equity A CHALLENGING PERIOD FOR VALUE STOCKS The 12 months ended March 31, 2008, were a difficult time for value stocks. Growth stocks outpaced value by a substantial margin across the capitalization range (see the accompanying table), and momentum investing -- which is essentially the opposite of value investing -- was the favored strategy. The lagging performance of value stocks was driven in large part by the bursting of the housing market bubble, which led to a meltdown in the subprime lending industry, a liquidity crunch in the credit markets, and a marked slowdown in the U.S. economy. Value-oriented stocks often underperform in a slowing economic environment as investors seek out the steady growth rates of high-quality growth companies. Financials stocks, which make up a meaningful portion of the value stock universe, were hit the hardest by the subprime turmoil and credit crunch. Many of the country's largest financial institutions faced substantial subprime-related write-downs and credit losses, resulting in steep markdowns in their share prices. Financials stocks slumped despite the Federal Reserve's efforts to shore up the financial system with short-term interest rate cuts and injections of liquidity. The economic slowdown and credit issues triggered unusually high levels of stock market volatility. Several of the major U.S. stock indexes hit all-time highs, then suffered their first 10% correction since 2003. The last three months of the period brought the worst quarterly performance for stocks in nearly six years as the credit crunch deepened and a recession loomed. THE BRIGHT SIDE There were a few silver linings in the otherwise clouded financial markets. Value stocks outperformed in the final three months of the period, pointing up the importance of downside protection in a highly volatile market environment. In addition, good security selection became increasingly important, which plays to our strengths -- rigorous analysis and research to separate companies with weaker business models from those that are fundamentally sound. The period also brought the resurgence of large-cap stocks, which often tend to hold up well when the economy slows and the stock market is in turmoil. Despite their recent outperformance, large-cap issues remain the least expensive segment of the market. U.S. Stock Index Returns For the 12 months ended March 31, 2008 RUSSELL 1000 INDEX (LARGE-CAP) -5.40% Russell 1000 Growth Index -0.75% Russell 1000 Value Index -9.99% RUSSELL MIDCAP INDEX -8.92% Russell Midcap Growth Index -4.55% Russell Midcap Value Index -14.12% RUSSELL 2000 INDEX (SMALL-CAP) -13.00% Russell 2000 Growth Index -8.94% Russell 2000 Value Index -16.88% - ------ 2 PERFORMANCE Equity Income Total Returns as of March 31, 2008 Average Annual Returns Since Inception 1 year 5 years 10 years Inception Date INVESTOR CLASS -5.17% 11.33% 8.23% 12.35% 8/1/94 RUSSELL 3000 VALUE INDEX(1) -10.60% 13.79% 5.63% 11.16%(2) -- S&P 500 INDEX(1) -5.08% 11.32% 3.50% 10.01%(2) -- LIPPER EQUITY INCOME FUNDS INDEX(1) -7.07% 12.05% 4.21% 8.89%(2) -- Institutional Class -4.85% 11.54% -- 8.90% 7/8/98 A Class(3) No sales charge* -5.40% 11.05% 7.95% 10.01% With sales charge* -10.86% 9.74% 7.31% 9.42% 3/7/97 B Class No sales charge* -- -- -- -10.28%(4) With sales charge* -- -- -- -15.28%(4) 9/28/07 C Class -6.10% 10.27% -- 6.61% 7/13/01 R Class -5.53% -- -- 8.14% 8/29/03 * Sales charges include initial sales charges and contingent deferred sales charges (CDSCs), as applicable. A Class shares have a maximum 5.75% initial sales charge for equity funds and may be subject to a maximum CDSC of 1.00%. B Class shares redeemed within six years of purchase are subject to a CDSC that declines from 5.00% during the first year after purchase to 0.00% the sixth year after purchase. C Class shares redeemed within 12 months of purchase are subject to a maximum CDSC of 1.00%. The SEC requires that mutual funds provide performance information net of maximum sales charges in all cases where charges could be applied. (1) Data provided by Lipper Inc. -- A Reuters Company. ©2008 Reuters. All rights reserved. Any copying, republication or redistribution of Lipper content, including by caching, framing or similar means, is expressly prohibited without the prior written consent of Lipper. Lipper shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon. Lipper Fund Performance -- Performance data is total return, and is preliminary and subject to revision. The data contained herein has been obtained from company reports, financial reporting services, periodicals and other resources believed to be reliable. Although carefully verified, data on compilations is not guaranteed by Lipper and may be incomplete. No offer or solicitations to buy or sell any of the securities herein is being made by Lipper. (2) Since 7/31/94, the date nearest the Investor Class's inception for which data are available. (3) Prior to September 4, 2007, the A Class was referred to as the Advisor Class. Performance, with sales charge, prior to that date has been adjusted to reflect the A Class's current sales charge. (4) Total returns for periods less than one year are not annualized. Data presented reflect past performance. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance shown. Investment return and principal value will fluctuate, and redemption value may be more or less than original cost. To obtain performance data current to the most recent month end, please call 1-800-345-2021 or visit americancentury.com. Unless otherwise indicated, performance reflects Investor Class shares; performance for other share classes will vary due to differences in fee structure. For information about other share classes available, please consult the prospectus. Data assumes reinvestment of dividends and capital gains, and none of the charts reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Returns for the indices are provided for comparison. The fund's total returns include operating expenses (such as transaction costs and management fees) that reduce returns, while the total returns of the indices do not. - ------ 3 Equity Income Growth of $10,000 Over 10 Years $10,000 investment made March 31, 1998
One-Year Returns Over 10 Years Periods ended March 31 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 Investor Class -0.44% 3.88% 20.85% 17.35% -12.09% 31.30% 10.69% 7.21% 15.79% -5.17% Russell 3000 Value Index 2.51% 6.81% 1.48% 5.67% -22.79% 42.45% 12.88% 14.20% 16.22% -10.60% S&P 500 Index 18.46% 17.94% -21.68% 0.24% -24.76% 35.12% 6.69% 11.73% 11.83% -5.08% Lipper Equity Income Funds Index 1.59% 3.25% 1.73% 3.91% -22.91% 35.57% 9.96% 11.49% 14.38% -7.07% Data presented reflect past performance. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance shown. Investment return and principal value will fluctuate, and redemption value may be more or less than original cost. To obtain performance data current to the most recent month end, please call 1-800-345-2021 or visit americancentury.com. Unless otherwise indicated, performance reflects Investor Class shares; performance for other share classes will vary due to differences in fee structure. For information about other share classes available, please consult the prospectus. Data assumes reinvestment of dividends and capital gains, and none of the charts reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Returns for the indices are provided for comparison. The fund's total returns include operating expenses (such as transaction costs and management fees) that reduce returns, while the total returns of the indices do not. - ------ 4 PORTFOLIO COMMENTARY Equity Income Portfolio Managers: Phil Davidson, Kevin Toney, and Scott Moore PERFORMANCE SUMMARY Equity Income returned -5.17%* for the 12 months ended March 31, 2008. By comparison, the Lipper Equity Income Funds Index returned -7.07%, and the median return for Morningstar's Large Cap Value category** (whose performance, like Equity Income's, reflects fund operating expenses) was -9.10%. Two market indices -- the Russell 3000 Value Index and the S&P 500 Index -- returned - -10.60% and -5.08%, respectively. The portfolio's return reflects operating expenses, while the indices' returns do not. The challenging market environment described in the Market Perspective on page 2 (in which growth outperformed value across the capitalization spectrum) hampered Equity Income's absolute performance. However, on a relative basis, the portfolio significantly outpaced the performance of its benchmark, the Russell 3000 Value Index. The key to our results was our continued focus on higher-quality businesses with sound balance sheets. Since Equity Income's inception on August 1, 1994, the portfolio has produced an average annualized return of 12.35%, topping the returns for the Lipper Equity Income Funds Index, Morningstar's Large Cap Value category median,** the Russell 3000 Value Index, and the S&P 500 for the same period (see performance information on pages 3 and 4). UNDERWEIGHT IN FINANCIALS BOOSTED RESULTS An underweight position enhanced relative results in the financials sector, which trailed all others in the benchmark. Because of our conservative investment approach, we had limited exposure to companies hardest-hit by the subprime meltdown and the credit crisis that followed. For example, we did not own Citigroup when it suffered significant losses on mortgage-related investments. Nor did we hold Wachovia Corp., which was similarly hurt by credit losses. Both companies -- which together averaged roughly 3.7% of the benchmark -- cut their dividends significantly and issued dilutive equity either during or subsequent to the reporting period. CONSUMER DISCRETIONARY ENHANCED PERFORMANCE Our results were also enhanced by our relatively small allocation to the consumer discretionary sector, one of the weakest in the benchmark. An underweight in media * All fund returns referenced in this commentary are for Investor Class shares. ** The median returns for Morningstar's Large Cap Value category were 11.96% and 4.44% for the five- and ten-year periods ended March 31, 2008, respectively, and 9.27% since the fund's inception. ©2008 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers: (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Top Ten Holdings as of March 31, 2008 % of net % of net assets assets as of as of 3/31/08 9/30/07 Exxon Mobil Corp. 6.9% 4.1% General Electric Co. 5.4% 5.7% BP plc(1) 4.9% 3.6% AT&T Inc. 4.3% 3.3% Lincare Holdings Inc., 3.00%, 6/15/33 (Conv. Bond) 3.8% 1.8% Southern Co. 3.4% 3.2% Kimberly-Clark Corp. 3.1% 0.6% Kraft Foods Inc. Cl A 2.5% 2.7% Intel Corp., 2.95%, 12/15/35 (Conv. Bond) 2.4% 1.2% UST Inc. 2.4% 2.0% (1) Includes shares traded on all exchanges. - ------ 5 Equity Income companies, and in newspapers in particular, was advantageous. The newspaper business has been hurt by declining circulation and falling advertising revenues. Home Depot, the home-improvement chain, was another source of strong relative performance. Last summer, the company's shares climbed on news that it would sell its supply business to a private equity consortium and buy back a large number of shares in a Dutch auction. We locked in our gains by liquidating our position ahead of the stock's decline last fall. INFORMATION TECHNOLOGY ADDED VALUE Strong security selection contributed to our relative outperformance in the information technology sector. The portfolio held convertible securities in chipmaker Intel, which has captured significant market share by capitalizing on the difficulties of its chief rival, Advanced Micro Devices. STOCK SELECTION IN FINANCIALS DETRACTED As credit-market turmoil spread, even higher-quality financials holdings were affected. One was Freddie Mac, the stockholder-owned corporation chartered by Congress to keep money flowing to mortgage lenders in support of home ownership. We limited the impact by selling our shares before deeper-than-expected losses were announced. Also detracting were convertible securities issued by Fannie Mae, another government-sponsored entity in the mortgage industry. However, the convertibles retained more of their value when Fannie Mae's stock declined with the sector. We have eliminated the position. ENERGY HAMPERED PROGRESS Investments in the energy sector boosted absolute performance, but our mix of companies slowed us against the benchmark. We were underweight in higher-beta exploration and production companies whose shares rose strongly on record oil prices. Our progress was also hindered by a slight underweight in major integrated oil and gas companies, such as Chevron and ConocoPhillips, which added to the benchmark's results. OUTLOOK We will continue to follow our disciplined, bottom-up investment process, selecting companies one at a time for the portfolio. We see attractive opportunities in utilities, health care, and consumer staples, reflected by our overweight positions in these sectors. As the debt market crisis and a slowing economy continue to weigh on the market, we are being very selective in our ownership of financials and consumer discretionary companies, relying on fundamental analysis to identify strong, financially sound businesses whose securities provide attractive yields. Top Five Industries as of March 31, 2008 % of net % of net assets as of assets as of 3/31/08 9/30/07 Oil, Gas & Consumable Fuels 16.0% 13.4% Pharmaceuticals 7.0% 8.1% Industrial Conglomerates 6.8% 6.4% Food Products 6.7% 8.9% Electric Utilities 6.3% 5.8% Types of Investments in Portfolio % of net % of net assets as of assets as of 3/31/08 9/30/07 Common Stocks 84.0% 78.7% Convertible Bonds 13.5% 14.1% Convertible Preferred Stocks 1.6% 5.5% Preferred Stocks 0.1% -- TOTAL EQUITY EXPOSURE 99.2% 98.3% Temporary Cash Investments 0.3% 2.9% Other Assets and Liabilities(1) 0.5% (1.2)% (1) Includes securities lending collateral and other assets and liabilities. - ------ 6 SCHEDULE OF INVESTMENTS Equity Income MARCH 31, 2008 Shares/Principal Amount Value Common Stocks -- 84.0% AEROSPACE & DEFENSE -- 0.6% 393,027 Northrop Grumman Corp. $ 30,581,431 -------------- AIR FREIGHT & LOGISTICS -- 0.1% 94,306 United Parcel Service, Inc. Cl B 6,886,224 -------------- AUTOMOBILES -- 0.2% 392,100 Honda Motor Co., Ltd. ORD 11,232,156 -------------- BUILDING PRODUCTS -- 0.6% 1,752,200 Masco Corp. 34,746,126 -------------- CAPITAL MARKETS -- 0.9% 802,613 AllianceBernstein Holding L.P. 50,869,612 -------------- CHEMICALS -- 1.4% 1,225,600 du Pont (E.I.) de Nemours & Co. 57,309,056 181,000 International Flavors & Fragrances Inc. 7,973,050 161,500 Rohm and Haas Co. 8,733,920 -------------- 74,016,026 -------------- COMMERCIAL BANKS -- 5.1% 3,187,500 Associated Banc-Corp 84,883,125 2,629,344 Commerce Bancshares, Inc. 110,511,329 2,457,491 Marshall & Ilsley Corp. 57,013,791 329,000 SunTrust Banks, Inc. 18,141,060 -------------- 270,549,305 -------------- COMMERCIAL SERVICES & SUPPLIES -- 1.7% 2,653,945 Waste Management, Inc. 89,066,394 -------------- CONTAINERS & PACKAGING -- 0.3% 610,600 Bemis Co., Inc. 15,527,558 -------------- DIVERSIFIED FINANCIAL SERVICES -- 1.8% 456,300 Bank of America Corp. 17,298,333 1,817,900 JPMorgan Chase & Co. 78,078,805 -------------- 95,377,138 -------------- DIVERSIFIED TELECOMMUNICATION SERVICES -- 4.8% 5,972,600 AT&T Inc. 228,750,493 753,300 Verizon Communications Inc. 27,457,785 -------------- 256,208,278 -------------- Shares/Principal Amount Value ELECTRIC UTILITIES -- 6.3% 2,597,243 Portland General Electric Co. $ 58,567,830 5,082,800 Southern Co. 180,998,507 4,124,849 Westar Energy Inc. 93,922,812 -------------- 333,489,149 -------------- ELECTRONIC EQUIPMENT & INSTRUMENTS -- 0.5% 1,154,000 Molex Inc. Cl A 25,226,440 -------------- FOOD & STAPLES RETAILING -- 1.2% 1,273,016 Wal-Mart Stores, Inc. 67,062,483 -------------- FOOD PRODUCTS -- 6.7% 2,672,121 Campbell Soup Co. 90,718,508 1,966,800 H.J. Heinz Co. 92,380,596 1,030,400 Hershey Co. (The)(1) 38,815,168 4,267,256 Kraft Foods Inc. Cl A 132,327,609 -------------- 354,241,881 -------------- GAS UTILITIES -- 4.3% 2,255,000 Nicor Inc.(2) 75,565,050 2,724,680 Piedmont Natural Gas Co., Inc.(1) 71,550,097 2,471,500 WGL Holdings Inc.(2) 79,236,290 -------------- 226,351,437 -------------- HOTELS, RESTAURANTS & LEISURE -- 0.4% 353,100 McDonald's Corp. 19,692,387 -------------- HOUSEHOLD DURABLES -- 0.2% 154,300 Whirlpool Corp. 13,390,154 -------------- HOUSEHOLD PRODUCTS -- 4.9% 2,524,000 Kimberly-Clark Corp. 162,924,200 1,372,200 Procter & Gamble Co. (The) 96,150,054 -------------- 259,074,254 -------------- INDUSTRIAL CONGLOMERATES -- 6.8% 994,400 3M Co. 78,706,760 7,685,200 General Electric Co. 284,429,252 -------------- 363,136,012 -------------- INSURANCE -- 4.6% 1,943,700 Allstate Corp. 93,414,222 908,700 Gallagher (Arthur J.) & Co. 21,463,494 384,500 Hartford Financial Services Group Inc. (The) 29,133,565 4,024,580 Marsh & McLennan Companies, Inc. 97,998,523 -------------- 242,009,804 -------------- IT SERVICES -- 1.3% 581,700 International Business Machines Corp. 66,976,938 -------------- - ------ 7 Equity Income Shares/Principal Amount Value LEISURE EQUIPMENT & PRODUCTS -- 0.1% 189,600 Hasbro, Inc. $ 5,289,840 -------------- MACHINERY -- 0.1% 130,900 Dover Corp. 5,469,002 53,300 Kaydon Corp. 2,340,403 -------------- 7,809,405 -------------- MULTI-UTILITIES -- 0.8% 677,614 Consolidated Edison, Inc. 26,901,276 669,900 Xcel Energy Inc. 13,364,505 -------------- 40,265,781 -------------- OIL, GAS & CONSUMABLE FUELS -- 13.9% 2,078,800 BP plc ADR 126,079,220 13,236,200 BP plc ORD 133,923,042 4,300,879 Exxon Mobil Corp. 363,768,346 1,503,700 Total SA ORD 111,781,777 -------------- 735,552,385 -------------- PAPER & FOREST PRODUCTS -- 1.3% 1,060,100 Weyerhaeuser Co. 68,948,904 -------------- PHARMACEUTICALS -- 7.0% 1,020,000 Abbott Laboratories 56,253,000 4,401,900 Bristol-Myers Squibb Co. 93,760,470 1,905,200 Johnson & Johnson 123,590,324 531,600 Merck & Co., Inc. 20,174,220 3,825,296 Pfizer Inc. 80,063,445 -------------- 373,841,459 -------------- REAL ESTATE INVESTMENT TRUSTS -- 0.8% 953,250 Rayonier, Inc. 41,409,180 -------------- THRIFTS & MORTGAGE FINANCE -- 2.9% 6,635,782 People's United Financial, Inc. 114,865,386 1,683,596 Washington Federal, Inc. 38,453,333 -------------- 153,318,719 -------------- TOBACCO -- 2.4% 2,311,700 UST Inc. 126,033,884 -------------- TOTAL COMMON STOCKS (Cost $4,285,492,296) 4,458,180,744 -------------- Convertible Bonds -- 13.5% CAPITAL MARKETS -- 2.0% $ 310,000 Allegro Investment Corp. SA (convertible into Ameriprise Financial Inc.), 16.85%, 7/25/08 (Acquired 1/22/08, Cost $15,288,890)(3)(4) 15,464,905 195,000 Allegro Investment Corp. SA (convertible into Legg Mason, Inc.), 12.00%, 7/10/08 (Acquired 1/4/08, Cost $13,651,950)(3)(4) 11,195,743 Shares/Principal Amount Value $ 238,600 Citigroup Funding Inc. (convertible into Merrill Lynch & Co.), 24.00%, 9/18/08(4) $9,907,264 302,900 Deutsche Bank AG (London), (convertible into Morgan Stanley), 15.31%, 6/13/08 (Acquired 12/13/07, Cost $14,448,330)(3)(4) 13,787,121 200,000 Morgan Stanley (convertible into Ameriprise Financial Inc.), 14.83%, 8/7/08 (Acquired 2/4/08, Cost $11,036,000)(3)(4) 10,465,644 213,000 Morgan Stanley (convertible into Legg Mason Inc.), 12.50%, 7/22/08 (Acquired 1/16/08, Cost $14,922,780)(3)(4) 12,281,501 231,200 Natixis Financial Products, (convertible into Legg Mason, Inc.), 11.51%, 7/2/08 (Acquired 12/27/07, Cost $16,563,168)(3)(4) 13,716,331 421,000 Natixis Financial Products, (convertible into Morgan Stanley), 11.30%, 8/7/08 (Acquired 2/4/08, Cost $20,056,440)(3)(4) 18,839,540 -------------- 105,658,049 -------------- ELECTRONIC EQUIPMENT & INSTRUMENTS -- 1.2% 66,080,000 Vishay Intertechnology, Inc., 3.625%, 8/1/23 66,080,000 -------------- HEALTH CARE PROVIDERS & SERVICES -- 3.8% 204,716,000 Lincare Holdings Inc., 3.00%, 6/15/33 203,436,525 -------------- INSURANCE -- 0.7% 289,400 Allegro Investment Corp. SA (convertible into American International Group, Inc.), 18.00%, 7/23/08 (Acquired 1/18/08, Cost $14,849,114)(3)(4) 13,018,611 558,500 Natixis Financial Products, (convertible into American International Group, Inc.), 20.20%, 8/14/08 (Acquired 2/11/08, Cost $25,300,050)(3)(4) 24,671,647 -------------- 37,690,258 -------------- LEISURE EQUIPMENT & PRODUCTS -- 0.3% 11,090,000 Hasbro Inc., 2.75%, 12/1/21 15,096,263 -------------- - ------ 8 Equity Income Shares/Principal Amount Value MEDIA -- 0.2% $ 725,000 Natixis Financial Products, (convertible into Time Warner Inc.), 6.27%, 6/13/08(4) $ 10,140,653 -------------- MULTILINE RETAIL -- 0.2% 262,200 Credit Suisse New York, (convertible into Target Corp.), 17.84%, 6/30/08(4) 13,007,529 -------------- OIL, GAS & CONSUMABLE FUELS -- 2.1% 47,326,000 Devon Energy Corp., (convertible into Chevron Corp.), 4.95%, 8/15/08(4) 75,721,600 31,811,000 Peabody Energy Corp., 4.75%, 12/15/66 36,264,540 -------------- 111,986,140 -------------- SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 2.6% 130,660,000 Intel Corp., 2.95%, 12/15/35 128,863,425 458,800 Morgan Stanley, (convertible into Applied Materials, Inc.), 10.45%, 3/20/08 (Acquired 12/14/07, Cost $8,212,520)(3)(4) 8,484,294 -------------- 137,347,719 -------------- SPECIALTY RETAIL -- 0.4% 840,000 Morgan Stanley (convertible into Lowe's Companies, Inc.), 9.00%, 4/2/08 (Acquired 9/25/07, Cost $24,194,352)(3)(4) 19,269,600 -------------- TOTAL CONVERTIBLE BONDS (Cost $713,859,333) 719,712,736 -------------- Convertible Preferred Stocks -- 1.6% DIVERSIFIED FINANCIAL SERVICES -- 0.6% 30,850 Bank of America Corp., 7.25%, 12/31/49 31,868,050 -------------- HOUSEHOLD DURABLES -- 1.0% 1,141,600 Newell Financial Trust I, 5.25%, 12/1/27 51,800,100 -------------- TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $85,135,872) 83,668,150 -------------- Preferred Stocks -- 0.1% DIVERSIFIED FINANCIAL SERVICES -- 0.1% 342,359 Citigroup Inc., 8.125%, 2/15/18 (Cost $8,694,871) 8,230,310 -------------- Shares/Principal Amount Value Temporary Cash Investments -- 0.3% Repurchase Agreement, Deutsche Bank Securities, Inc., (collateralized by various U.S. Treasury obligations, 2.375%, 04/15/11, valued at $13,968,810), in a joint trading account at 1.35%, dated 3/31/08, due 4/1/08 (Delivery value $13,700,514) (Cost $13,700,000) $ 13,700,000 -------------- Temporary Cash Investments -- Securities Lending Collateral(5) -- 1.6% Repurchase Agreement, Barclays Bank plc, (collateralized by various U.S. Government Agency obligations in a pooled account at the lending agent), 2.30%, dated 3/31/08 due 4/1/08 (Delivery value $21,003,486) 21,002,144 Repurchase Agreement, BNP Paribas, (collateralized by various U.S. Government Agency obligations in a pooled account at the lending agent), 2.30%, dated 3/31/08, due 4/1/08 (Delivery value $20,537,984) 20,536,672 Repurchase Agreement, Deutsche Bank AG, (collateralized by various U.S. Government Agency obligations in a pooled account at the lending agent), 2.25%, dated 3/31/08, due 4/1/08 (Delivery value $22,501,406) 22,500,000 Repurchase Agreement, Goldman Sachs Group, Inc. (The), (collateralized by various U.S. Government Agency obligations in a pooled account at the lending agent), 2.15%, dated 3/31/08, due 4/1/08 (Delivery value $21,489,408) 21,488,125 -------------- TOTAL TEMPORARY CASH INVESTMENTS -- SECURITIES LENDING COLLATERAL (Cost $85,526,941) 85,526,941 -------------- TOTAL INVESTMENT SECURITIES -- 101.1% (Cost $5,192,409,313) 5,369,018,881 -------------- OTHER ASSETS AND LIABILITIES -- (1.1)% (59,687,708) -------------- TOTAL NET ASSETS -- 100.0% $5,309,331,173 ============== - ------ 9 Equity Income Forward Foreign Currency Exchange Contracts Unrealized Contracts to Sell Settlement Date Value Gain (Loss) 55,104,742 Euro for USD 4/30/08 $ 86,887,421 $ 103,955 118,831,608 GBP for USD 4/30/08 235,186,397 3,004,432 779,886,900 JPY for USD 4/30/08 7,834,133 (10,777) ------------ ------------- $329,907,951 $3,097,610 ============ ============= (Value on Settlement Date $333,005,561) Notes to Schedule of Investments ADR = American Depositary Receipt GBP = British Pound JPY = Japanese Yen ORD = Foreign Ordinary Share USD = United States Dollar (1) Security, or a portion thereof, was on loan as of March 31, 2008. (2) Affiliated Company: the fund's holding represents ownership of 5% or more of the voting securities of the company; therefore, the company is affiliated as defined in the Investment Company Act of 1940. (3) Security was purchased under Rule 144A of the Securities Act of 1933 or is a private placement and, unless registered under the Act or exempted from registration, may only be sold to qualified institutional investors. The aggregate value of restricted securities at March 31, 2008, was $161,194,937, which represented 3.0% of total net assets. (4) Equity-linked debt security. The aggregated value of these securities at March 31, 2008, was $269,971,983, which represented 5.1% of total net assets. (5) Investments represent purchases made by the lending agent with cash collateral received through securities lending transactions. As of March 31, 2008, securities with an aggregate value of $256,936,975, which represented 4.8% of total net assets, were valued in accordance with alternative pricing procedures adopted by the Board of Directors. See Notes to Financial Statements. - ------ 10 PERFORMANCE Value Total Returns as of March 31, 2008 Average Annual Returns Since Inception 1 year 5 years 10 years Inception Date INVESTOR CLASS -11.56% 11.54% 5.93% 10.72% 9/1/93 RUSSELL 3000 VALUE INDEX(1) -10.60% 13.79% 5.63% 10.44%(2) -- S&P 500 INDEX(1) -5.08% 11.32% 3.50% 9.45%(2) -- LIPPER MULTI-CAP VALUE FUNDS INDEX(1) -11.70% 12.04% 4.59% 9.16%(2) -- Institutional Class -11.36% 11.78% 6.15% 7.34% 7/31/97 A Class(3) No sales charge* -11.76% 11.30% 5.67% 8.74% With sales charge* -16.79% 10.00% 5.05% 8.18% 10/2/96 B Class No sales charge* -12.41% 10.50% -- 9.60% With sales charge* -16.41% 10.36% -- 9.47% 1/31/03 C Class -12.36% 10.52% -- 4.92% 6/4/01 R Class -11.98% -- -- 2.08% 7/29/05 * Sales charges include initial sales charges and contingent deferred sales charges (CDSCs), as applicable. A Class shares have a maximum 5.75% initial sales charge for equity funds and may be subject to a maximum CDSC of 1.00%. B Class shares redeemed within six years of purchase are subject to a CDSC that declines from 5.00% during the first year after purchase to 0.00% the sixth year after purchase. C Class shares redeemed within 12 months of purchase are subject to a maximum CDSC of 1.00%. The SEC requires that mutual funds provide performance information net of maximum sales charges in all cases where charges could be applied. (1) Data provided by Lipper Inc. -- A Reuters Company. ©2008 Reuters. All rights reserved. Any copying, republication or redistribution of Lipper content, including by caching, framing or similar means, is expressly prohibited without the prior written consent of Lipper. Lipper shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon. Lipper Fund Performance -- Performance data is total return, and is preliminary and subject to revision. The data contained herein has been obtained from company reports, financial reporting services, periodicals and other resources believed to be reliable. Although carefully verified, data on compilations is not guaranteed by Lipper and may be incomplete. No offer or solicitations to buy or sell any of the securities herein is being made by Lipper. (2) Since 8/31/93, the date nearest the Investor Class's inception for which data are available. (3) Prior to September 4, 2007, the A Class was referred to as the Advisor Class. Performance, with sales charge, prior to that date has been adjusted to reflect the A Class's current sales charge. Data presented reflect past performance. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance shown. Investment return and principal value will fluctuate, and redemption value may be more or less than original cost. To obtain performance data current to the most recent month end, please call 1-800-345-2021 or visit americancentury.com. Unless otherwise indicated, performance reflects Investor Class shares; performance for other share classes will vary due to differences in fee structure. For information about other share classes available, please consult the prospectus. Data assumes reinvestment of dividends and capital gains, and none of the charts reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Returns for the indices are provided for comparison. The fund's total returns include operating expenses (such as transaction costs and management fees) that reduce returns, while the total returns of the indices do not. - ------ 11 Value Growth of $10,000 Over 10 Years $10,000 investment made March 31, 1998
One-Year Returns Over 10 Years Periods ended March 31 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 Investor Class -9.88% 1.42% 19.20% 17.96% -19.85% 40.66% 9.95% 9.89% 14.90% -11.56% Russell 3000 Value Index 2.51% 6.81% 1.48% 5.67% -22.79% 42.45% 12.88% 14.20% 16.22% -10.60% S&P 500 Index 18.46% 17.94% -21.68% 0.24% -24.76% 35.12% 6.69% 11.73% 11.83% -5.08% Lipper Multi-Cap Value Funds Index -3.71% 5.42% 6.54% 6.47% -22.91% 42.99% 10.27% 12.97% 12.23% -11.70% Data presented reflect past performance. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance shown. Investment return and principal value will fluctuate, and redemption value may be more or less than original cost. To obtain performance data current to the most recent month end, please call 1-800-345-2021 or visit americancentury.com. Unless otherwise indicated, performance reflects Investor Class shares; performance for other share classes will vary due to differences in fee structure. For information about other share classes available, please consult the prospectus. Data assumes reinvestment of dividends and capital gains, and none of the charts reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Returns for the indices are provided for comparison. The fund's total returns include operating expenses (such as transaction costs and management fees) that reduce returns, while the total returns of the indices do not. - ------ 12 PORTFOLIO COMMENTARY Value Portfolio Managers: Scott Moore, Michael Liss, and Phil Davidson PERFORMANCE SUMMARY Value returned -11.56%* for the 12 months ended March 31, 2008. By comparison, the Lipper Multi-Cap Value Funds Index returned -11.70%, while the median return for Morningstar's Large Cap Value category** (whose performance, like Value's, reflects fund operating expenses) was -9.10%. Two market indices -- the Russell 3000 Value Index and the S&P 500 Index -- returned -10.60% and - -5.08%, respectively. The portfolio's returns reflect operating expenses, while the indices' returns do not. Value's performance for the period was hampered by the volatile, challenging market environment described in the Market Perspective on page 2. In addition, the portfolio faced headwinds as growth stocks outperformed value across the capitalization spectrum, and for much of the period, investors favored companies that were already strong performers, a momentum bias that did not fit well with the portfolio's investment approach of seeking stocks that are undervalued by the market. Nevertheless, we continued to emphasize on less-risky businesses with sound balance sheets. Our disciplined investment approach has provided longer-term investors with solid performance. Since Value's inception on September 1, 1993, the portfolio has produced an average annualized return of 10.72%, topping the returns for that period for the Lipper Multi-Cap Value Funds Index, Morningstar's Large Cap Value category median,** the Russell 3000 Value Index, and the S&P 500 (see the performance information on pages 11 and 12). FINANCIALS DETRACTED Despite an underweight position, the broad decline in the financials sector was a drag on both absolute and relative performance. Detracting the most was our greater-than-the-benchmark allocation to thrifts -- specifically MGIC Investment Corp., the nation's largest private mortgage insurer. It was hurt by larger-than-expected losses in its core business, which were a direct result of the housing slowdown. Our mix of insurance stocks also hindered progress. A top detractor was Ambac Financial Group, a leading municipal bond insurer. Its stock declined on concerns about bond insurers in general and the company's exposure to subprime loans. * All fund returns referenced in this commentary are for Investor Class shares. ** The median returns for Morningstar's Large Cap Value category were 11.96% and 4.44% for the five- and ten-year periods ended March 31, 2008, respectively, and 9.31% since the fund's inception. ©2008 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers: (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Top Ten Holdings as of March 31, 2008 % of net % of net assets as of assets as of 3/31/08 9/30/07 General Electric Co. 4.9% 2.7% Exxon Mobil Corp. 4.7% 1.5% Kraft Foods Inc. Cl A 4.0% 3.3% AT&T Inc. 3.8% 1.8% BP plc ADR 3.8% 3.1% Bemis Co., Inc. 3.2% 1.6% Kimberly-Clark Corp. 2.9% 1.6% Johnson & Johnson 2.6% 2.2% Pfizer Inc. 2.3% 2.5% American International Group, Inc. 2.2% 1.6% - ------ 13 Value ENERGY POSITION HAMPERED RESULTS Value's underweight in the energy sector -- the benchmark's top performer -- slowed relative performance. Because of valuations, we did not own some major integrated oil companies and refining companies, such as ConocoPhillips and Occidental Petroleum. Our progress was also slowed by an underweight in Exxon Mobil, which reported record earnings. CONSUMER STAPLES LED RESULTS On the positive side, an overweight in consumer staples companies benefited performance. Our valuation work uncovered a number of attractively priced businesses -- industry leaders with high and sustainable market-share positions, solid returns on capital, and good financial strength. The portfolio's basket of high-profile food stocks contributed positively, providing two of our strongest contributors -- Kraft and H.J. Heinz. Kraft, the largest branded food company in the U.S., has invested in new product development and marketing, and is considering the divestiture of non-core businesses. Heinz, which has streamlined its suite of products, reported strong sales of its top brands. INFORMATION TECHNOLOGY CONTRIBUTED Strong security selection in information technology was another performance factor. A top holding was Intel Corp., the world's largest semiconductor manufacturer. Intel has leveraged its technology leadership and superior product line in response to better-than-expected global demand for computing products. Another key holding was Diebold Inc., a leading provider of automatic teller machines, electronic surveillance and monitoring equipment and services, and electronic voting machines. The company received an unsolicited takeover offer from United Technology. UTILITIES PROVIDED A TOP CONTRIBUTOR Key holdings in the utilities sector added to relative performance. Puget Energy, Inc., which provides electric and gas services to customers in Washington State, agreed to be acquired by a private equity group for $30 per share. OUTLOOK We will continue to follow our disciplined, bottom-up process, selecting securities one at a time for the portfolio. We see opportunities in consumer staples, healthcare, and information technology companies, reflected by our overweight positions in these sectors relative to the benchmark. Our fundamental analysis and valuation work is also directing us toward smaller weightings in financials and energy stocks. Top Five Industries as of March 31, 2008 % of net % of net assets as of assets as of 3/31/08 9/30/07 Food Products 10.4% 9.0% Oil, Gas & Consumable Fuels 9.9% 6.3% Insurance 7.2% 9.8% Pharmaceuticals 6.7% 6.0% Industrial Conglomerates 5.7% 2.7% Types of Investments in Portfolio % of net % of net assets as of assets as of 3/31/08 9/30/07 Domestic Common Stocks 91.1% 90.4% Foreign Common Stocks(1) 7.9% 7.6% TOTAL COMMON STOCKS 99.0% 98.0% Temporary Cash Investments 2.0% 1.0% Other Assets and Liabilities(2) (1.0)% 1.0% (1) Includes depositary shares, dual listed securities and foreign ordinary shares. (2) Includes securities lending collateral and other assets and liabilities. - ------ 14 SCHEDULE OF INVESTMENTS Value MARCH 31, 2008 Shares Value Common Stocks -- 99.0% AEROSPACE & DEFENSE -- 0.3% 71,950 Northrop Grumman Corp. $ 5,598,431 ------------- AIR FREIGHT & LOGISTICS -- 0.5% 165,590 United Parcel Service, Inc. Cl B 12,091,382 ------------- AIRLINES -- 1.1% 1,909,220 Southwest Airlines Co. 23,674,328 ------------- AUTO COMPONENTS -- 0.8% 337,550 Autoliv, Inc. 16,945,010 ------------- AUTOMOBILES -- 2.2% 285,400 Honda Motor Co., Ltd. ORD 8,175,612 191,160 Thor Industries Inc.(1) 5,690,833 679,800 Toyota Motor Corp. ORD 34,242,627 ------------- 48,109,072 ------------- BEVERAGES -- 1.8% 841,450 Anheuser-Busch Companies, Inc. 39,926,803 ------------- BIOTECHNOLOGY -- 0.9% 464,100 Amgen Inc.(2) 19,390,098 ------------- BUILDING PRODUCTS -- 0.5% 531,910 Masco Corp. 10,547,775 ------------- CAPITAL MARKETS -- 2.5% 232,150 AllianceBernstein Holding L.P. 14,713,667 194,400 Ameriprise Financial Inc. 10,079,640 184,900 Legg Mason, Inc. 10,350,702 196,670 Merrill Lynch & Co., Inc. 8,012,336 273,380 Morgan Stanley 12,493,466 ------------- 55,649,811 ------------- CHEMICALS -- 1.5% 170,830 du Pont (E.I.) de Nemours & Co. 7,988,011 181,940 International Flavors & Fragrances Inc. 8,014,457 289,000 Minerals Technologies Inc. 18,149,200 ------------- 34,151,668 ------------- COMMERCIAL BANKS -- 5.3% 564,530 Associated Banc-Corp 15,033,434 379,980 BB&T Corporation 12,182,159 1,625,290 Marshall & Ilsley Corp. 37,706,728 873,720 South Financial Group Inc. (The)(1) 12,983,479 334,630 SunTrust Banks, Inc. 18,451,498 368,620 U.S. Bancorp 11,928,543 212,040 Zions Bancorporation 9,658,422 ------------- 117,944,263 ------------- Shares Value COMMERCIAL SERVICES & SUPPLIES -- 3.8% 540,250 Avery Dennison Corp. $ 26,607,313 414,400 Pitney Bowes, Inc. 14,512,288 422,320 Republic Services, Inc. 12,348,637 946,200 Waste Management, Inc. 31,754,471 ------------- 85,222,709 ------------- COMPUTERS & PERIPHERALS -- 0.8% 454,140 Diebold, Inc. 17,052,957 ------------- CONTAINERS & PACKAGING -- 3.2% 2,787,790 Bemis Co., Inc. 70,893,500 ------------- DISTRIBUTORS -- 0.7% 367,690 Genuine Parts Co. 14,788,492 ------------- DIVERSIFIED FINANCIAL SERVICES -- 4.1% 1,294,330 Bank of America Corp. 49,068,050 700,670 JPMorgan Chase & Co. 30,093,777 349,720 McGraw-Hill Companies, Inc. (The) 12,922,154 ------------- 92,083,981 ------------- DIVERSIFIED TELECOMMUNICATION SERVICES -- 5.2% 2,220,000 AT&T Inc. 85,026,000 867,290 Verizon Communications Inc. 31,612,721 ------------- 116,638,721 ------------- ELECTRIC UTILITIES -- 2.2% 471,280 IDACORP, Inc. 15,132,801 283,030 Southern Co. 10,078,698 1,039,060 Westar Energy Inc. 23,659,396 ------------- 48,870,895 ------------- ELECTRICAL EQUIPMENT -- 0.9% 445,640 Hubbell Inc. Cl B 19,470,012 ------------- ELECTRONIC EQUIPMENT & INSTRUMENTS -- 2.4% 1,308,900 Molex Inc. 30,314,124 659,760 Tyco Electronics Ltd. 22,642,963 ------------- 52,957,087 ------------- FOOD & STAPLES RETAILING -- 0.2% 105,970 Wal-Mart Stores, Inc. 5,582,500 ------------- FOOD PRODUCTS -- 10.4% 778,940 Campbell Soup Co. 26,445,013 1,165,250 ConAgra Foods, Inc. 27,907,738 279,130 General Mills, Inc. 16,714,304 738,500 H.J. Heinz Co. 34,687,345 492,040 Hershey Co. (The) 18,535,147 2,854,940 Kraft Foods Inc. Cl A 88,531,688 574,930 Unilever N.V. CVA 19,313,624 ------------- 232,134,859 ------------- - ------ 15 Value Shares Value GAS UTILITIES -- 1.1% 288,080 Southwest Gas Corp. $ 8,054,717 498,910 WGL Holdings Inc.(1) 15,995,054 -------------- 24,049,771 -------------- HEALTH CARE EQUIPMENT & SUPPLIES -- 1.7% 578,700 Beckman Coulter, Inc. 37,355,085 -------------- HEALTH CARE PROVIDERS & SERVICES -- 1.1% 360,200 LifePoint Hospitals Inc.(2) 9,894,694 269,600 Universal Health Services, Inc. Cl B 14,474,824 -------------- 24,369,518 -------------- HOTELS, RESTAURANTS & LEISURE -- 2.4% 681,930 International Speedway Corp., Cl A 28,095,516 1,048,580 Speedway Motorsports Inc. 26,287,901 -------------- 54,383,417 -------------- HOUSEHOLD DURABLES -- 0.3% 92,160 Whirlpool Corp. 7,997,645 -------------- HOUSEHOLD PRODUCTS -- 3.2% 1,000,080 Kimberly-Clark Corp. 64,555,164 88,630 Procter & Gamble Co. (The) 6,210,304 -------------- 70,765,468 -------------- INDUSTRIAL CONGLOMERATES -- 5.7% 238,970 3M Co. 18,914,476 2,922,730 General Electric Co. 108,170,237 -------------- 127,084,713 -------------- INSURANCE -- 7.2% 626,810 Allstate Corp. 30,124,489 1,144,920 American International Group, Inc. 49,517,789 110 Berkshire Hathaway Inc. Cl A(2) 14,674,000 248,360 Chubb Corp. 12,288,853 244,460 Genworth Financial Inc. Cl A 5,534,574 224,100 Hartford Financial Services Group Inc. (The) 16,980,057 1,245,940 Marsh & McLennan Companies, Inc. 30,338,639 -------------- 159,458,401 -------------- IT SERVICES -- 0.6% 121,040 International Business Machines Corp. 13,936,546 -------------- LEISURE EQUIPMENT & PRODUCTS -- 0.5% 502,530 RC2 Corp.(2) 10,538,054 -------------- Shares Value MULTI-UTILITIES -- 3.4% 278,540 Ameren Corp. $ 12,266,902 973,110 Puget Energy, Inc. 25,174,356 641,480 Wisconsin Energy Corp. 28,218,705 527,200 Xcel Energy Inc. 10,517,640 -------------- 76,177,603 -------------- MULTILINE RETAIL -- 0.2% 112,050 Target Corp. 5,678,694 -------------- OIL, GAS & CONSUMABLE FUELS -- 9.9% 46,420 Apache Corp. 5,608,464 1,398,720 BP plc ADR 84,832,368 144,750 Chevron Corp. 12,355,860 107,280 Equitable Resources Inc. 6,318,792 1,237,780 Exxon Mobil Corp. 104,691,432 80,040 Royal Dutch Shell plc ADR 5,521,159 -------------- 219,328,075 -------------- PAPER & FOREST PRODUCTS -- 0.8% 263,780 Weyerhaeuser Co. 17,156,251 -------------- PHARMACEUTICALS -- 6.7% 908,700 Bristol-Myers Squibb Co. 19,355,310 285,600 Eli Lilly and Company 14,734,104 887,480 Johnson & Johnson 57,570,828 146,290 Merck & Co., Inc. 5,551,706 2,451,180 Pfizer Inc. 51,303,197 -------------- 148,515,145 -------------- ROAD & RAIL -- 0.2% 384,740 Heartland Express, Inc.(1) 5,486,392 -------------- SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 1.6% 792,670 Intel Corp. 16,788,751 330,280 KLA-Tencor Corp. 12,253,388 219,860 Texas Instruments Inc. 6,215,442 -------------- 35,257,581 -------------- SPECIALTY RETAIL -- 0.8% 740,110 Lowe's Companies, Inc. 16,978,123 -------------- THRIFTS & MORTGAGE FINANCE -- 0.1% 127,600 Fannie Mae 3,358,432 -------------- TRADING COMPANIES & DISTRIBUTORS -- 0.2% 73,010 Grainger (W.W.), Inc. 5,577,235 -------------- TOTAL COMMON STOCKS (Cost $2,212,483,157) 2,203,176,503 -------------- Principal Amount Temporary Cash Investments -- 2.0% $45,100,000 FNMA, 1.35%, 4/1/08(3) 45,100,000 (Cost $45,100,000) -------------- - ------ 16 Value Value Temporary Cash Investments -- Securities Lending Collateral(4) -- 0.5% Repurchase Agreement, Barclays Bank plc, (collateralized by various U.S. Government Agency obligations in a pooled account at the lending agent), 2.30%, dated 3/31/08 due 4/1/08 (Delivery value $2,661,860) $ 2,661,690 Repurchase Agreement, BNP Paribas, (collateralized by various U.S. Government Agency obligations in a pooled account at the lending agent), 2.30%, dated 3/31/08, due 4/1/08 (Delivery value $2,595,457) 2,595,291 Repurchase Agreement, Deutsche Bank AG, (collateralized by various U.S. Government Agency obligations in a pooled account at the lending agent), 2.25%, dated 3/31/08, due 4/1/08 (Delivery value $2,750,172) 2,750,000 Value Repurchase Agreement, Goldman Sachs Group, Inc. (The), (collateralized by various U.S. Government Agency obligations in a pooled account at the lending agent), 2.15%, dated 3/31/08, due 4/1/08 (Delivery value $2,728,264) $ 2,728,100 -------------- TOTAL TEMPORARY CASH INVESTMENTS -- SECURITIES LENDING COLLATERAL (Cost $10,735,081) 10,735,081 -------------- TOTAL INVESTMENT SECURITIES -- 101.5% (Cost $2,268,318,238) 2,259,011,584 -------------- OTHER ASSETS AND LIABILITIES -- (1.5)% (33,378,884) -------------- TOTAL NET ASSETS -- 100.0% $2,225,632,700 ============== Forward Foreign Currency Exchange Contracts Unrealized Contracts to Sell Settlement Date Value Gain (Loss) 12,217,263 Euro for USD 4/30/08 $ 19,263,795 $ 23,276 43,946,082 GBP for USD 4/30/08 86,976,191 1,114,735 3,460,557,600 JPY for USD 4/30/08 34,762,052 (48,347) ------------ ----------- $141,002,038 $1,089,664 ============ =========== (Value on Settlement Date $142,091,702) Notes to Schedule of Investments ADR = American Depositary Receipt CVA = Certificaten Van Aandelen FNMA = Federal National Mortgage Association GBP = British Pound JPY = Japanese Yen ORD = Foreign Ordinary Share USD = United States Dollar (1) Security, or a portion thereof, was on loan as of March 31, 2008. (2) Non-income producing. (3) The rate indicated is the yield to maturity at purchase. (4) Investments represent purchases made by the lending agent with cash collateral received through securities lending transactions. As of March 31, 2008, securities with an aggregate value of $61,731,863, which represented 2.8% of total net assets, were valued in accordance with alternative pricing procedures adopted by the Board of Directors. See Notes to Financial Statements. - ------ 17 PERFORMANCE Large Company Value Total Returns as of March 31, 2008 Average Annual Returns Since Inception 1 year 5 years Inception Date INVESTOR CLASS -9.88% 11.90% 5.49% 7/30/99 RUSSELL 1000 VALUE INDEX(1) -9.99% 13.68% 4.87% -- S&P 500 INDEX(1) -5.08% 11.32% 1.61% -- Institutional Class -9.70% 12.12% 5.62% 8/10/01 A Class(2) No sales charge* -10.24% 11.59% 6.79% With sales charge* -15.40% 10.28% 5.93% 10/26/00 B Class No sales charge* -10.88% 10.82% 9.68% With sales charge* -14.88% 10.68% 9.55% 1/31/03 C Class -10.91% 10.80% 5.43% 11/7/01 R Class -10.45% -- 7.86% 8/29/03 * Sales charges include initial sales charges and contingent deferred sales charges (CDSCs), as applicable. A Class shares have a maximum 5.75% initial sales charge for equity funds and may be subject to a maximum CDSC of 1.00%. B Class shares redeemed within six years of purchase are subject to a CDSC that declines from 5.00% during the first year after purchase to 0.00% the sixth year after purchase. C Class shares redeemed within 12 months of purchase are subject to a maximum CDSC of 1.00%. The SEC requires that mutual funds provide performance information net of maximum sales charges in all cases where charges could be applied. (1) Data provided by Lipper Inc. -- A Reuters Company. ©2008 Reuters. All rights reserved. Any copying, republication or redistribution of Lipper content, including by caching, framing or similar means, is expressly prohibited without the prior written consent of Lipper. Lipper shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon. The data contained herein has been obtained from company reports, financial reporting services, periodicals and other resources believed to be reliable. Although carefully verified, data on compilations is not guaranteed by Lipper and may be incomplete. No offer or solicitations to buy or sell any of the securities herein is being made by Lipper. (2) Prior to December 3, 2007, the A Class was referred to as the Advisor Class. Performance, with sales charge, prior to that date has been adjusted to reflect the A Class's current sales charge. Data presented reflect past performance. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance shown. Investment return and principal value will fluctuate, and redemption value may be more or less than original cost. To obtain performance data current to the most recent month end, please call 1-800-345-2021 or visit americancentury.com. Unless otherwise indicated, performance reflects Investor Class shares; performance for other share classes will vary due to differences in fee structure. For information about other share classes available, please consult the prospectus. Data assumes reinvestment of dividends and capital gains, and none of the charts reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Returns for the indices are provided for comparison. The fund's total returns include operating expenses (such as transaction costs and management fees) that reduce returns, while the total returns of the indices do not. - ------ 18 Large Company Value Growth of $10,000 Over Life of Class $10,000 investment made July 30, 1999
One-Year Returns Over Life of Class Periods ended March 31 2000* 2001 2002 2003 2004 2005 2006 2007 2008 Investor Class -7.22% 12.38% 10.20% -21.19% 39.34% 10.73% 9.44% 15.37% -9.88% Russell 1000 Value Index -1.56% 0.27% 4.38% -22.79% 40.82% 13.17% 13.31% 16.83% -9.99% S&P 500 Index 13.73% -21.68% 0.24% -24.76% 35.12% 6.69% 11.73% 11.83% -5.08% * From 7/30/99, the Investor Class's inception date. Not annualized. Data presented reflect past performance. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance shown. Investment return and principal value will fluctuate, and redemption value may be more or less than original cost. To obtain performance data current to the most recent month end, please call 1-800-345-2021 or visit americancentury.com. Unless otherwise indicated, performance reflects Investor Class shares; performance for other share classes will vary due to differences in fee structure. For information about other share classes available, please consult the prospectus. Data assumes reinvestment of dividends and capital gains, and none of the charts reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Returns for the indices are provided for comparison. The fund's total returns include operating expenses (such as transaction costs and management fees) that reduce returns, while the total returns of the indices do not. - ------ 19 PORTFOLIO COMMENTARY Large Company Value Portfolio Managers: Chuck Ritter and Brendan Healy PERFORMANCE SUMMARY Large Company Value returned -9.88%* for the 12 months ended March 31, 2008. By comparison, its benchmark, the Russell 1000 Value Index, returned -9.99%. The broader market, as measured by the S&P 500 Index, returned -5.08%. The portfolio's return reflects operating expenses, while the indices' returns do not. The median return for Morningstar's Large Cap Value category (whose performance, like Large Company Value's, reflects fund operating expenses) was - -9.10%.** The challenging market environment described in the Market Perspective on page 2 (in which growth outperformed value across the capitalization spectrum) hampered Large Company Value's absolute performance. However, on a relative basis, the portfolio finished slightly ahead of its benchmark, the Russell 1000 Value Index. For much of the period, investors preferred companies that were already strong performers, a momentum bias that did not fit well with the portfolio's investment approach of seeking stocks that are undervalued by the market. But in spite of these negative factors, Large Company Value benefited from strong security selection. Investments in the information technology and consumer staples sectors added most to performance versus the benchmark, while positions in financials and energy stocks detracted. Our disciplined investment approach has provided longer-term investors with solid performance. Since Large Company Value's inception on July 30, 1999, the portfolio has produced an average annualized return of 5.49%, topping the returns for Morningstar's Large Cap Value category median,** the Russell 1000 Value Index, and the S&P 500 for that period (see performance information on pages 18 and 19). FINANCIALS DETRACTED Financials stocks -- the portfolio's largest sector position, but a relative underweight nonetheless -- represented our largest source of underperformance versus the benchmark. Many financials firms came under pressure amid the fallout in the subprime lending category. Three of our top detractors were Freddie Mac, a stockholder-owned corporation chartered by Congress to keep money flowing to mortgage lenders in support of home ownership; Washington Mutual, a major thrift involved in mortgage finance; and Citigroup, a diversified global financial services company. All three stocks declined on news of bigger-than-expected losses, resulting from housing weakness and the deterioration of mortgage credit. * All fund returns referenced in this commentary are for Investor Class shares. ** The median return for Morningstar's Large Cap Value category was 11.96% for the five-year period ended March 31, 2008, and 4.05% since the fund's inception. ©2008 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers: (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Top Ten Holdings as of March 31, 2008 % of net % of net assets as of assets as of 3/31/08 9/30/07 Exxon Mobil Corp. 5.1% 5.2% General Electric Co. 5.0% 2.4% AT&T Inc. 4.0% 3.1% Chevron Corp. 3.6% 3.2% Bank of America Corp. 3.0% 3.4% Johnson & Johnson 2.7% 1.9% Citigroup Inc. 2.7% 4.5% JPMorgan Chase & Co. 2.6% 2.3% Royal Dutch Shell plc ADR 2.6% 2.9% Pfizer Inc. 2.6% 1.8% - ------ 20 Large Company Value ENERGY POSITION HAMPERED PERFORMANCE Although the portfolio's position in the energy sector contributed on an absolute basis, it underperformed in relative terms. Energy stocks, specifically oil and gas companies, provided the strongest results for the Russell 1000 Value Index. Because of valuations, our allocation was smaller than the benchmark's, which hindered our progress. INFORMATION TECHNOLOGY CONTRIBUTED On the positive side, the portfolio benefited most from strong security selection in the information technology sector, with most of the gains coming from large leading software and technology companies. A significant holding was software giant Microsoft, which benefited from strong sales of its new Vista operating system and Office 2007. Hewlett-Packard continued to gain ground in the PC market and moved into high-end enterprise printing equipment. CONSUMER STAPLES ADDED VALUE Our position in consumer staples also benefited performance as the U.S. economy slowed and investors sought out companies that provide everyday goods and services. During difficult economic times or periods of stock market turbulence, investors often regard consumer staples stocks as lower-risk, defensive investments. Moreover, our preference for large industry leaders proved advantageous as many of these names outperformed the benchmark. Coca-Cola Co., for example, gained about 30% during the period. Coke reported growing revenues and bought back a large number of its shares. Another top performer was Unilever N.V., a foreign-based, global supplier of foods, home goods, and personal products, with a strong presence in the U.S. market. Its stock benefited from the company's stronger-than-expected revenue growth and progress in cost-cutting efforts. OUTLOOK We continue to be bottom-up investment managers, evaluating each company individually and building our portfolio one stock at a time. Large Company Value is broadly diversified, with ongoing overweight positions in the information technology and health care sectors. Our valuation work is also directing us toward smaller relative weightings in utilities stocks. We are still finding greater value opportunities among mega-cap stocks and have maintained our bias toward these firms. Top Five Industries as of March 31, 2008 % of net % of net assets as of assets as of 3/31/08 9/30/07 Oil, Gas & Consumable Fuels 13.9% 13.9% Pharmaceuticals 8.9% 7.5% Diversified Financial Services 8.3% 10.2% Diversified Telecommunication Services 6.0% 4.6% Insurance 6.0% 6.1% Types of Investments in Portfolio % of net % of net assets as of assets as of 3/31/08 9/30/07 Common Stocks & Futures 99.1% 97.6% Temporary Cash Investments 0.8% 2.4% Other Assets and Liabilities(1) 0.1% --(2) (1) Includes securities lending collateral and other assets and liabilities. (2) Category is less than 0.05% of total net assets. - ------ 21 SCHEDULE OF INVESTMENTS Large Company Value MARCH 31, 2008 Shares Value Common Stocks -- 97.0% AEROSPACE & DEFENSE -- 1.2% 338,500 Northrop Grumman Corp. $ 26,338,696 -------------- BEVERAGES -- 2.1% 525,200 Coca-Cola Co. (The) 31,968,924 428,800 Pepsi Bottling Group Inc. 14,540,608 -------------- 46,509,532 -------------- BIOTECHNOLOGY -- 0.6% 313,900 Amgen Inc.(1) 13,114,742 -------------- CAPITAL MARKETS -- 2.7% 271,500 Bank of New York Mellon Corp. (The) 11,329,695 533,500 Merrill Lynch & Co., Inc. 21,734,790 584,800 Morgan Stanley 26,725,360 -------------- 59,789,845 -------------- CHEMICALS -- 2.2% 614,000 du Pont (E.I.) de Nemours & Co. 28,710,640 354,500 PPG Industries, Inc. 21,450,795 -------------- 50,161,435 -------------- COMMERCIAL BANKS -- 5.2% 467,000 National City Corp. 4,646,650 252,600 PNC Financial Services Group 16,562,982 844,200 U.S. Bancorp 27,318,312 866,000 Wachovia Corp. 23,382,000 1,541,900 Wells Fargo & Co. 44,869,290 -------------- 116,779,234 -------------- COMMERCIAL SERVICES & SUPPLIES -- 1.7% 180,500 Avery Dennison Corp. 8,889,625 456,600 R.R. Donnelley & Sons Company 13,839,546 471,100 Waste Management, Inc. 15,810,116 -------------- 38,539,287 -------------- COMMUNICATIONS EQUIPMENT -- 0.2% 389,300 Motorola, Inc. 3,620,490 -------------- COMPUTERS & PERIPHERALS -- 1.2% 598,400 Hewlett-Packard Co. 27,322,944 -------------- CONSUMER FINANCE -- 0.2% 331,900 Discover Financial Services 5,433,203 -------------- DIVERSIFIED CONSUMER SERVICES -- 0.7% 743,800 H&R Block, Inc. 15,441,288 -------------- Shares Value DIVERSIFIED FINANCIAL SERVICES -- 8.3% 1,756,700 Bank of America Corp. $ 66,596,497 2,826,500 Citigroup Inc. 60,543,630 1,375,400 JPMorgan Chase & Co. 59,073,430 -------------- 186,213,557 -------------- DIVERSIFIED TELECOMMUNICATION SERVICES -- 6.0% 2,353,300 AT&T Inc. 90,131,390 134,400 Embarq Corp. 5,389,440 1,106,300 Verizon Communications Inc. 40,324,635 -------------- 135,845,465 -------------- ELECTRIC UTILITIES -- 2.8% 437,700 Exelon Corporation 35,571,879 578,200 PPL Corporation 26,550,944 -------------- 62,122,823 -------------- ENERGY EQUIPMENT & SERVICES -- 0.5% 181,000 National Oilwell Varco, Inc.(1) 10,566,780 -------------- FOOD & STAPLES RETAILING -- 2.7% 629,900 Kroger Co. (The) 15,999,460 566,700 Wal-Mart Stores, Inc. 29,853,756 414,300 Walgreen Co. 15,780,687 -------------- 61,633,903 -------------- FOOD PRODUCTS -- 1.1% 712,900 Unilever N.V. New York Shares 24,046,117 -------------- HEALTH CARE EQUIPMENT & SUPPLIES -- 0.7% 330,700 Medtronic, Inc. 15,995,959 -------------- HEALTH CARE PROVIDERS & SERVICES -- 0.3% 153,000 Quest Diagnostics Inc. 6,926,310 -------------- HOTELS, RESTAURANTS & LEISURE -- 0.5% 77,400 Darden Restaurants, Inc. 2,519,370 156,200 McDonald's Corp. 8,711,274 -------------- 11,230,644 -------------- HOUSEHOLD DURABLES -- 0.7% 673,200 Newell Rubbermaid Inc. 15,396,084 -------------- INDEPENDENT POWER PRODUCERS & ENERGY TRADERS -- 0.7% 377,800 NRG Energy Inc.(1) 14,730,422 -------------- INDUSTRIAL CONGLOMERATES -- 5.7% 3,018,800 General Electric Co. 111,725,788 349,200 Tyco International Ltd. 15,382,260 -------------- 127,108,048 -------------- - ------ 22 Large Company Value Shares Value INSURANCE -- 6.0% 556,700 Allstate Corp. $ 26,755,002 1,041,700 American International Group, Inc. 45,053,525 338,500 Hartford Financial Services Group Inc. (The) 25,648,145 420,218 Loews Corp. 16,901,168 197,900 Marsh & McLennan Companies, Inc. 4,818,865 267,000 Torchmark Corp. 16,049,370 -------------- 135,226,075 -------------- IT SERVICES -- 1.7% 216,600 Fiserv, Inc.(1) 10,416,294 248,600 International Business Machines Corp. 28,623,804 -------------- 39,040,098 -------------- MACHINERY -- 3.6% 269,500 Caterpillar Inc. 21,099,155 63,500 Deere & Co. 5,107,940 392,400 Dover Corp. 16,394,472 460,600 Ingersoll-Rand Company Ltd. Cl A 20,533,548 244,500 Parker-Hannifin Corp. 16,936,515 -------------- 80,071,630 -------------- MEDIA -- 3.0% 97,600 CBS Corp. Cl B 2,155,008 650,200 Gannett Co., Inc. 18,888,310 1,732,900 Time Warner Inc. 24,295,258 572,300 Viacom Inc. Cl B(1) 22,674,526 -------------- 68,013,102 -------------- METALS & MINING -- 0.8% 262,400 Nucor Corp. 17,774,976 -------------- MULTILINE RETAIL -- 0.6% 333,700 Kohl's Corp.(1) 14,312,393 -------------- OFFICE ELECTRONICS -- 0.6% 929,200 Xerox Corp. 13,910,124 -------------- OIL, GAS & CONSUMABLE FUELS -- 13.9% 935,600 Chevron Corp. 79,862,816 716,000 ConocoPhillips 54,566,360 54,100 Devon Energy Corporation 5,644,253 1,344,500 Exxon Mobil Corp. 113,717,810 853,700 Royal Dutch Shell plc ADR 58,888,226 -------------- 312,679,465 -------------- PAPER & FOREST PRODUCTS -- 1.2% 408,200 Weyerhaeuser Co. 26,549,328 -------------- Shares Value PHARMACEUTICALS -- 8.9% 373,900 Abbott Laboratories $ 20,620,585 355,900 Eli Lilly and Company 18,360,881 950,600 Johnson & Johnson 61,665,422 389,000 Merck & Co., Inc. 14,762,550 2,757,700 Pfizer Inc. 57,718,661 655,200 Wyeth 27,361,152 -------------- 200,489,251 -------------- ROAD & RAIL -- 0.2% 276,700 YRC Worldwide Inc.(1)(2) 3,630,304 -------------- SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 0.9% 495,300 Applied Materials, Inc. 9,663,303 504,900 Intel Corp. 10,693,782 -------------- 20,357,085 -------------- SOFTWARE -- 1.6% 810,000 Microsoft Corporation 22,987,800 728,500 Oracle Corp.(1) 14,249,460 -------------- 37,237,260 -------------- SPECIALTY RETAIL -- 2.5% 374,100 Best Buy Co., Inc. 15,510,186 550,900 Gap, Inc. (The) 10,841,712 526,300 Home Depot, Inc. (The) 14,720,611 709,800 Staples, Inc. 15,693,678 -------------- 56,766,187 -------------- TEXTILES, APPAREL & LUXURY GOODS -- 0.7% 191,900 VF Corp. 14,874,169 -------------- THRIFTS & MORTGAGE FINANCE -- 1.4% 872,700 Freddie Mac 22,096,764 393,300 MGIC Investment Corp.(2) 4,141,449 495,600 Washington Mutual, Inc.(2) 5,104,680 -------------- 31,342,893 -------------- TOBACCO -- 1.0% 305,600 Altria Group Inc. 6,784,320 305,600 Philip Morris International Inc.(1) 15,457,248 -------------- 22,241,568 -------------- WIRELESS TELECOMMUNICATION SERVICES -- 0.4% 1,333,900 Sprint Nextel Corp. 8,923,791 -------------- TOTAL COMMON STOCKS (Cost $2,068,751,326) 2,178,306,507 -------------- - ------ 23 Large Company Value Value Temporary Cash Investments -- 0.8% Repurchase Agreement, Morgan Stanley Group, Inc., (collateralized by various U.S. Treasury obligations, 7.875%, 2/15/21, valued at $17,793,733), in a joint trading account at 1.30%, dated 3/31/08, due 4/1/08 (Delivery value $17,394,140) (Cost $17,393,512) $ 17,393,512 -------------- Temporary Cash Investments -- Segregated For Futures Contracts -- 2.1% Repurchase Agreement, Morgan Stanley Group, Inc., (collateralized by various U.S. Treasury obligations, 7.875%, 2/15/21, valued at $49,827,213), in a joint trading account at 1.30%, dated 3/31/08, due 4/1/08 (Delivery value $48,708,247) (Cost $48,706,488) 48,706,488 -------------- Temporary Cash Investments -- Securities Lending Collateral(3) -- 0.5% Repurchase Agreement, Barclays Bank plc, (collateralized by various U.S. Government Agency obligations in a pooled account at the lending agent), 2.30%, dated 3/31/08 due 4/1/08 (Delivery value $2,500,160) 2,500,000 Value Repurchase Agreement, BNP Paribas, (collateralized by various U.S. Government Agency obligations in a pooled account at the lending agent), 2.30%, dated 3/31/08, due 4/1/08 (Delivery value $3,056,070) $ 3,055,875 Repurchase Agreement, Deutsche Bank AG, (collateralized by various U.S. Government Agency obligations in a pooled account at the lending agent), 2.25%, dated 3/31/08, due 4/1/08 (Delivery value $3,000,188) 3,000,000 Repurchase Agreement, Goldman Sachs Group, Inc. (The), (collateralized by various U.S. Government Agency obligations in a pooled account at the lending agent), 2.15%, dated 3/31/08, due 4/1/08 (Delivery value $3,000,179) 3,000,000 -------------- TOTAL TEMPORARY CASH INVESTMENTS - SECURITIES LENDING COLLATERAL (Cost $11,555,875) 11,555,875 -------------- TOTAL INVESTMENT SECURITIES -- 100.4% (Cost $2,146,407,201) 2,255,962,382 -------------- OTHER ASSETS AND LIABILITIES -- (0.4)% (9,541,655) -------------- TOTAL NET ASSETS -- 100.0% $2,246,420,727 ============== Futures Contracts Expiration Underlying Face Amount Unrealized Gain Contracts Purchased Date at Value (Loss) 737 S&P 500 E-Mini Futures June 2008 $48,706,488 $(398,449) ============= =========== Notes to Schedule of Investments ADR = American Depositary Receipt (1) Non-income producing. (2) Security, or a portion thereof, was on loan as of March 31, 2008. (3) Investments represent purchases made by the lending agent with cash collateral received through securities lending transactions. See Notes to Financial Statements. - ------ 24 SHAREHOLDER FEE EXAMPLES (UNAUDITED) Fund shareholders may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and redemption/exchange fees; and (2) ongoing costs, including management fees; distribution and service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in your fund and to compare these costs with the ongoing cost of investing in other mutual funds. The example is based on an investment of $1,000 made at the beginning of the period and held for the entire period from October 1, 2007 to March 31, 2008. ACTUAL EXPENSES The table provides information about actual account values and actual expenses for each class. You may use the information, together with the amount you invested, to estimate the expenses that you paid over the period. First, identify the share class you own. Then simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. If you hold Investor Class shares of any American Century fund, or Institutional Class shares of the American Century Diversified Bond Fund, in an American Century account (i.e., not a financial intermediary or retirement plan account), American Century may charge you a $12.50 semiannual account maintenance fee if the value of those shares is less than $10,000. We will redeem shares automatically in one of your accounts to pay the $12.50 fee. In determining your total eligible investment amount, we will include your investments in all PERSONAL ACCOUNTS (including American Century Brokerage accounts) registered under your Social Security number. PERSONAL ACCOUNTS include individual accounts, joint accounts, UGMA/UTMA accounts, personal trusts, Coverdell Education Savings Accounts and IRAs (including traditional, Roth, Rollover, SEP-, SARSEP- and SIMPLE-IRAs), and certain other retirement accounts. If you have only business, business retirement, employer-sponsored or American Century Brokerage accounts, you are currently not subject to this fee. We will not charge the fee as long as you choose to manage your accounts exclusively online. If you are subject to the Account Maintenance Fee, your account value could be reduced by the fee amount. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The table also provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio of each class of your fund and an assumed rate of return of 5% per year before expenses, which is not the actual return of a fund's share class. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption/exchange fees. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. - ------ 25 Beginning Ending Account Account Expenses Paid Value Value During Period* Annualized 10/1/07 3/31/08 10/1/07 - 3/31/08 Expense Ratio* Equity Income ACTUAL Investor Class $1,000 $901.60 $4.61 0.97% Institutional Class $1,000 $903.80 $3.66 0.77% A Class $1,000 $900.60 $5.80 1.22% B Class $1,000 $897.20 $9.34 1.97% C Class $1,000 $897.20 $9.34 1.97% R Class $1,000 $900.40 $6.98 1.47% HYPOTHETICAL Investor Class $1,000 $1,020.15 $4.90 0.97% Institutional Class $1,000 $1,021.15 $3.89 0.77% A Class $1,000 $1,018.90 $6.16 1.22% B Class $1,000 $1,015.15 $9.92 1.97% C Class $1,000 $1,015.15 $9.92 1.97% R Class $1,000 $1,017.65 $7.41 1.47% Value ACTUAL Investor Class $1,000 $851.20 $4.63 1.00% Institutional Class $1,000 $852.30 $3.70 0.80% A Class $1,000 $851.40 $5.79 1.25% B Class $1,000 $848.30 $9.24 2.00% C Class $1,000 $848.60 $9.24 2.00% R Class $1,000 $849.20 $6.93 1.50% HYPOTHETICAL Investor Class $1,000 $1,020.00 $5.05 1.00% Institutional Class $1,000 $1,021.00 $4.04 0.80% A Class $1,000 $1,018.75 $6.31 1.25% B Class $1,000 $1,015.00 $10.08 2.00% C Class $1,000 $1,015.00 $10.08 2.00% R Class $1,000 $1,017.50 $7.57 1.50% * Expenses are equal to the class's annualized expense ratio listed in the table above, multiplied by the average account value over the period, multiplied by 183, the number of days in the most recent fiscal half-year, divided by 366, to reflect the one-half year period. - ------ 26 Beginning Ending Account Account Expenses Paid Value Value During Period* Annualized 10/1/07 3/31/08 10/1/07 - 3/31/08 Expense Ratio* Large Company Value ACTUAL Investor Class $1,000 $854.80 $3.85 0.83% Institutional Class $1,000 $855.60 $2.92 0.63% A Class $1,000 $852.40 $5.00 1.08% B Class $1,000 $849.50 $8.46 1.83% C Class $1,000 $849.10 $8.46 1.83% R Class $1,000 $852.60 $6.16 1.33% HYPOTHETICAL Investor Class $1,000 $1,020.85 $4.19 0.83% Institutional Class $1,000 $1,021.85 $3.18 0.63% A Class $1,000 $1,019.60 $5.45 1.08% B Class $1,000 $1,015.85 $9.22 1.83% C Class $1,000 $1,015.85 $9.22 1.83% R Class $1,000 $1,018.35 $6.71 1.33% * Expenses are equal to the class's annualized expense ratio listed in the table above, multiplied by the average account value over the period, multiplied by 183, the number of days in the most recent fiscal half-year, divided by 366, to reflect the one-half year period. - ------ 27 STATEMENT OF ASSETS AND LIABILITIES MARCH 31, 2008 Large Equity Income Value Company Value ASSETS Investment securities - unaffiliated, at value (cost of $4,944,189,035, $2,257,583,157 and $2,134,851,326, respectively) - -- including $84,425,002, $10,341,766 and $11,421,425 of securities on loan, respectively $5,128,690,600 $2,248,276,503 $2,244,406,507 Investment securities - affiliated, at value (cost of $162,693,337, $- and $-, respectively) 154,801,340 -- -- Investments made with cash collateral received for securities on loan, at value (cost of $85,526,941, $10,735,081 and $11,555,875, respectively) 85,526,941 10,735,081 11,555,875 -------------- -------------- -------------- Total investment securities, at value (cost of $5,192,409,313, $2,268,318,238 and $2,146,407,201, respectively) 5,369,018,881 2,259,011,584 2,255,962,382 Cash 14,922,572 345,594 22,094 Receivable for investments sold 129,086,574 23,189,720 -- Receivable for forward foreign currency exchange contracts 3,108,387 1,138,011 -- Receivable for capital shares sold 8,616,099 789,064 47,910 Receivable for variation margin on futures contracts -- -- 105,016 Dividends and interest receivable 21,638,879 4,817,031 3,521,372 -------------- -------------- -------------- 5,546,391,392 2,289,291,004 2,259,658,774 -------------- -------------- -------------- LIABILITIES Payable for collateral received for securities on loan 85,526,941 10,735,081 11,555,875 Payable for investments purchased 108,761,499 42,190,374 -- Payable for forward foreign currency exchange contracts 10,777 48,347 -- Payable for capital shares redeemed 38,148,193 8,795,977 75,089 Accrued management fees 4,296,212 1,832,465 1,467,916 Distribution fees payable 74,119 11,013 41,292 Service fees (and distribution fees -- A Class and R Class) payable 242,478 45,047 97,875 -------------- -------------- -------------- 237,060,219 63,658,304 13,238,047 -------------- -------------- -------------- NET ASSETS $5,309,331,173 $2,225,632,700 $2,246,420,727 ============== ============== ============== See Notes to Financial Statements. - ------ 28 MARCH 31, 2008 Large Equity Income Value Company Value NET ASSETS CONSIST OF: Capital (par value and paid-in surplus) $5,520,926,693 $2,504,853,405 $2,116,209,267 Undistributed net investment income 14,458,511 1,230,216 94,000 Accumulated undistributed net realized gain (loss) on investment and foreign currency transactions (405,761,953) (272,231,651) 20,960,728 Net unrealized appreciation (depreciation) on investments and translation of assets and liabilities in foreign currencies 179,707,922 (8,219,270) 109,156,732 -------------- -------------- -------------- $5,309,331,173 $2,225,632,700 $2,246,420,727 ============== ============== ============== INVESTOR CLASS, $0.01 PAR VALUE Net assets $3,719,757,487 $1,707,366,420 $1,251,630,935 Shares outstanding 509,377,281 295,208,391 193,285,478 Net asset value per share $7.30 $5.78 $6.48 INSTITUTIONAL CLASS, $0.01 PAR VALUE Net assets $496,033,397 $307,769,162 $540,297,304 Shares outstanding 67,898,400 53,137,499 83,439,220 Net asset value per share $7.31 $5.79 $6.48 A CLASS, $0.01 PAR VALUE Net assets $933,600,022 $191,738,555 $373,078,155 Shares outstanding 127,847,880 33,167,372 57,631,017 Net asset value per share $7.30 $5.78 $6.47 Maximum offering price (net asset value divided by 0.9425) $7.75 $6.13 $6.86 B CLASS, $0.01 PAR VALUE Net assets $235,313 $5,600,706 $12,964,654 Shares outstanding 32,219 968,814 1,996,712 Net asset value per share $7.30 $5.78 $6.49 C CLASS, $0.01 PAR VALUE Net assets $116,985,298 $11,532,380 $51,774,692 Shares outstanding 16,019,546 2,009,886 7,997,255 Net asset value per share $7.30 $5.74 $6.47 R CLASS, $0.01 PAR VALUE Net assets $42,719,656 $1,625,477 $16,674,987 Shares outstanding 5,862,291 281,107 2,574,531 Net asset value per share $7.29 $5.78 $6.48 See Notes to Financial Statements. - ------ 29 STATEMENT OF OPERATIONS YEAR ENDED MARCH 31, 2008 Large Equity Income Value Company Value INVESTMENT INCOME (LOSS) INCOME: Dividends (including $12,848,923 from affiliates in Equity Income and net of foreign taxes withheld of $401,888, $222,918 and $581,973, respectively) $ 191,317,460 $ 72,830,214 $ 68,089,878 Interest 46,271,997 2,126,639 4,759,541 Securities lending, net 716,341 354,350 511,790 -------------- -------------- -------------- 238,305,798 75,311,203 73,361,209 -------------- -------------- -------------- EXPENSES: Management fees 60,057,565 27,381,603 20,398,779 Distribution fees: A Class 1,394,215 267,912 285,043 B Class 469 54,586 123,728 C Class 994,152 139,986 511,362 Service fees: A Class 1,394,215 267,912 285,043 B Class 156 18,195 41,243 C Class 331,384 46,662 170,454 Distribution and service fees: A Class 1,643,383 361,574 495,185 A Class (old) (Note 10) -- 75,843 390,735 R Class 242,555 4,923 94,652 Directors' fees and expenses 172,874 66,421 68,206 Other expenses 203,685 25,570 7,775 -------------- -------------- -------------- 66,434,653 28,711,187 22,872,205 -------------- -------------- -------------- NET INVESTMENT INCOME (LOSS) 171,871,145 46,600,016 50,489,004 -------------- -------------- -------------- REALIZED AND UNREALIZED GAIN (LOSS) NET REALIZED GAIN (LOSS) ON: Investment transactions (including $(408,210) from affiliates in Equity Income) (29,103,193) (50,674,190) 97,417,325 Foreign currency transactions (18,498,076) (15,003,934) -- Futures transactions -- -- (10,394,817) -------------- -------------- -------------- (47,601,269) (65,678,124) 87,022,508 -------------- -------------- -------------- CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON: Investments (416,917,212) (285,688,464) (394,655,836) Translation of assets and liabilities in foreign currencies 3,795,386 1,354,323 -- Futures -- -- (419,210) -------------- -------------- -------------- (413,121,826) (284,334,141) (395,075,046) -------------- -------------- -------------- NET REALIZED AND UNREALIZED GAIN (LOSS) (460,723,095) (350,012,265) (308,052,538) -------------- -------------- -------------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $(288,851,950) $(303,412,249) $(257,563,534) ============== ============== ============== See Notes to Financial Statements. - ------ 30 STATEMENT OF CHANGES IN NET ASSETS YEARS ENDED MARCH 31, 2008 AND MARCH 31, 2007 Equity Income Value Increase (Decrease) in Net Assets 2008 2007 2008 2007 OPERATIONS Net investment income (loss) $ 171,871,145 $ 136,128,614 $ 46,600,016 $ 46,539,323 Net realized gain (loss) (47,601,269) 472,394,144 (65,678,124) 269,233,247 Change in net unrealized appreciation (depreciation) (413,121,826) 213,879,908 (284,334,141) 99,138,940 --------------- -------------- -------------- -------------- Net increase (decrease) in net assets resulting from operations (288,851,950) 822,402,666 (303,412,249) 414,911,510 --------------- -------------- -------------- -------------- DISTRIBUTIONS TO SHAREHOLDERS From net investment income: Investor Class (126,757,125) (86,505,866) (37,683,425) (36,707,068) Institutional Class (18,178,082) (10,063,185) (6,387,555) (4,512,290) A Class (30,371,773) (18,822,568) (3,763,083) (2,977,077) A Class (old) (Note 10) -- -- (132,911) (857,715) B Class (1,723) -- (52,218) (38,366) C Class (2,423,835) (1,180,752) (120,758) (110,411) R Class (1,137,635) (537,191) (17,413) (2,127) From net realized gains: Investor Class (373,678,155) (273,126,274) (254,095,425) (162,730,575) Institutional Class (49,979,556) (29,014,951) (42,172,944) (18,000,178) A Class (95,264,362) (67,129,734) (30,107,815) (15,791,328) A Class (old) (Note 10) -- -- -- (4,409,698) B Class (9,280) -- (850,431) (485,927) C Class (11,272,883) (7,091,506) (2,109,263) (1,407,351) R Class (4,226,795) (2,265,013) (156,140) (12,047) --------------- -------------- -------------- -------------- Decrease in net assets from distributions (713,301,204) (495,737,040) (377,649,381) (248,042,158) --------------- -------------- -------------- -------------- CAPITAL SHARE TRANSACTIONS Net increase (decrease) in net assets from capital share transactions (483,149,448) 1,344,181,027 (227,749,543) 109,597,998 --------------- -------------- -------------- -------------- Net increase (decrease) in net assets (1,485,302,602) 1,670,846,653 (908,811,173) 276,467,350 NET ASSETS Beginning of period 6,794,633,775 5,123,787,122 3,134,443,873 2,857,976,523 --------------- -------------- -------------- -------------- End of period $ 5,309,331,173 $6,794,633,775 $2,225,632,700 $3,134,443,873 =============== ============== ============== ============== Undistributed net investment income $14,458,511 $23,339,414 $1,230,216 $2,766,336 =============== ============== ============== ============== See Notes to Financial Statements. - ------ 31 YEARS ENDED MARCH 31, 2008 AND MARCH 31, 2007 Large Company Value Increase (Decrease) in Net Assets 2008 2007 OPERATIONS Net investment income (loss) $ 50,489,004 $ 43,797,171 Net realized gain (loss) 87,022,508 26,196,582 Change in net unrealized appreciation (depreciation) (395,075,046) 273,032,776 -------------- -------------- Net increase (decrease) in net assets resulting from operations (257,563,534) 343,026,529 -------------- -------------- DISTRIBUTIONS TO SHAREHOLDERS From net investment income: Investor Class (29,578,990) (24,255,936) Institutional Class (12,612,481) (10,833,931) A Class (6,000,251) (3,728,413) A Class (old) (Note 10) (1,792,049) (3,616,661) B Class (155,982) (136,165) C Class (639,654) (550,634) R Class (278,651) (187,796) From net realized gains: Investor Class (42,817,971) (11,790,615) Institutional Class (16,693,652) (4,669,418) A Class (12,534,118) (2,125,865) A Class (old) (Note 10) -- (1,905,560) B Class (447,000) (142,111) C Class (1,803,288) (577,104) R Class (545,099) (124,357) -------------- -------------- Decrease in net assets from distributions (125,899,186) (64,644,566) -------------- -------------- CAPITAL SHARE TRANSACTIONS Net increase (decrease) in net assets from capital share transactions (84,653,829) 286,653,972 -------------- -------------- NET INCREASE (DECREASE) IN NET ASSETS (468,116,549) 565,035,935 NET ASSETS Beginning of period 2,714,537,276 2,149,501,341 -------------- -------------- End of period $2,246,420,727 $2,714,537,276 ============== ============== Undistributed net investment income $94,000 $681,360 ============== ============== See Notes to Financial Statements. - ------ 32 NOTES TO FINANCIAL STATEMENTS MARCH 31, 2008 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION -- American Century Capital Portfolios, Inc. (the corporation) is registered under the Investment Company Act of 1940 (the 1940 Act) as an open-end management investment company. Equity Income Fund (Equity Income), Value Fund (Value) and Large Company Value Fund (Large Company Value) (collectively, the funds) are three funds in a series issued by the corporation. The funds are diversified under the 1940 Act. Equity Income's investment objective is the production of current income; capital appreciation is a secondary objective. Equity Income pursues its investment objective by investing in securities of companies with a favorable income-paying history that have prospects for income payments to continue or increase. Value and Large Company Value's investment objective is long-term capital growth. The production of income is a secondary objective. Value and Large Company Value seek to achieve their investment objective by investing in stocks of companies that management believes to be undervalued at the time of purchase. Value invests in companies with small, medium, and large market capitalization and Large Company Value invests in companies with larger market capitalization. The following is a summary of the funds' significant accounting policies. MULTIPLE CLASS -- Equity Income is authorized to issue the Investor Class, the Institutional Class, the A Class (formerly Advisor Class), the B Class, the C Class and the R Class. Value and Large Company Value are authorized to issue the Investor Class, the Institutional Class, the A Class (formerly Advisor Class) (see Note 10), the B Class, the C Class and the R Class. The A Class may incur an initial sales charge. The A Class, B Class and C Class may be subject to a contingent deferred sales charge. The share classes differ principally in their respective sales charges and distribution and shareholder servicing expenses and arrangements. All shares of each fund represent an equal pro rata interest in the net assets of the class to which such shares belong, and have identical voting, dividend, liquidation and other rights and the same terms and conditions, except for class specific expenses and exclusive rights to vote on matters affecting only individual classes. Income, non-class specific expenses, and realized and unrealized capital gains and losses of the funds are allocated to each class of shares based on their relative net assets. Sale of Equity Income's B Class commenced on September 28, 2007. SECURITY VALUATIONS -- Securities traded primarily on a principal securities exchange are valued at the last reported sales price, or at the mean of the latest bid and asked prices where no last sales price is available. Depending on local convention or regulation, securities traded over-the-counter are valued at the mean of the latest bid and asked prices, the last sales price, or the official close price. Debt securities not traded on a principal securities exchange are valued through a commercial pricing service or at the mean of the most recent bid and asked prices. Discount notes may be valued through a commercial pricing service or at amortized cost, which approximates fair value. Securities traded on foreign securities exchanges and over-the-counter markets are normally completed before the close of business on days that the New York Stock Exchange (the Exchange) is open and may also take place on days when the Exchange is not open. If an event occurs after the value of a security was established but before the net asset value per share was determined that was likely to materially change the net asset value, that security would be valued as determined in accordance with procedures adopted by the Board of Directors. If the funds determine that the market price of a portfolio security is not readily available, or that the valuation methods mentioned above do not reflect the security's fair value, such security is valued as determined by the Board of Directors or its designee, in accordance with procedures adopted by the Board of Directors, if such determination would materially impact a fund's net asset value. Certain other circumstances may cause the funds to use alternative procedures to value a security such as: a security has been declared in default; trading in a security has been halted during the trading day; or there is a foreign market holiday and no trading will commence. SECURITY TRANSACTIONS -- For financial reporting purposes, security transactions are accounted for as of the trade date. Net realized gains and losses are determined on the identified cost basis, which is also used for federal income tax purposes. INVESTMENT INCOME -- Dividend income less foreign taxes withheld, if any, is recorded as of the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The funds estimate the components of distributions received that may be considered nontaxable distributions or capital gain distributions for income tax purposes. Interest income is recorded on the accrual basis and includes accretion of discounts and amortization of premiums. - ------ 33 SECURITIES ON LOAN -- The funds may lend portfolio securities through their lending agent to certain approved borrowers in order to earn additional income. The income earned, net of any rebates or fees, is included in the Statement of Operations. The funds continue to recognize any gain or loss in the market price of the securities loaned and record any interest earned or dividends declared. FUTURES AND OPTIONS CONTRACTS -- The funds may enter into futures contracts and purchase put options in order to manage the funds' exposure to changes in market conditions. One of the risks of entering into futures contracts and options is the possibility that the change in value of the contract may not correlate with the changes in value of the underlying securities. Options purchased by the funds are accounted for in the same manner as marketable portfolio securities. The proceeds from securities sold through the exercise of put options are decreased by the premium paid to purchase the put options. Upon entering into a futures contract, the funds are required to deposit either cash or securities in an amount equal to a certain percentage of the contract value (initial margin). Subsequent payments (variation margin) are made or received daily, in cash, by the funds. The variation margin is equal to the daily change in the contract value and is recorded as unrealized gains and losses. The funds recognize a realized gain or loss when the contract is closed or expires. Net realized and unrealized gains or losses occurring during the holding period of futures contracts are a component of realized gain (loss) on futures transactions and unrealized appreciation (depreciation) on futures, respectively. EQUITY-LINKED DEBT AND LINKED-EQUITY SECURITIES -- The funds may invest in hybrid equity securities, which usually convert into common stock at a date predetermined by the issuer. These securities generally offer a higher yield than that of the common stock to which the security is linked. These instruments are issued by a company other than the one to which the security is linked and carry the credit of the issuer, not that of the underlying common stock. The securities' appreciation is limited based on a predetermined final cap price at the date of the conversion. Risks of investing in these securities include, but are not limited to, a set time to capture the yield advantage, limited appreciation potential, decline in value of the underlying stock, and failure of the issuer to pay dividends or to deliver common stock at maturity. WHEN-ISSUED AND FORWARD COMMITMENTS -- The funds may engage in securities transactions on a when-issued or forward commitment basis. Under these arrangements, the securities' prices and yields are fixed on the date of the commitment, but payment and delivery are scheduled for a future date. During this period, securities are subject to market fluctuations. The funds will segregate cash, cash equivalents or other appropriate liquid securities on their records in amounts sufficient to meet the purchase price. FOREIGN CURRENCY TRANSACTIONS -- All assets and liabilities initially expressed in foreign currencies are translated into U.S. dollars at prevailing exchange rates at period end. Purchases and sales of investment securities, dividend and interest income, and certain expenses are translated at the rates of exchange prevailing on the respective dates of such transactions. For assets and liabilities, other than investments in securities, net realized and unrealized gains and losses from foreign currency translations arise from changes in currency exchange rates. Net realized and unrealized foreign currency exchange gains or losses occurring during the holding period of investment securities are a component of realized gain (loss) on investment transactions and unrealized appreciation (depreciation) on investments, respectively. Certain countries may impose taxes on the contract amount of purchases and sales of foreign currency contracts in their currency. The funds record the foreign tax expense, if any, as a reduction to the net realized gain (loss) on foreign currency transactions. FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS -- The funds may enter into forward foreign currency exchange contracts to facilitate transactions of securities denominated in a foreign currency or to hedge the funds' exposure to foreign currency exchange rate fluctuations. The net U.S. dollar value of foreign currency underlying all contractual commitments held by the funds and the resulting unrealized appreciation or depreciation are determined daily using prevailing exchange rates. The funds bear the risk of an unfavorable change in the foreign currency exchange rate underlying the forward contract. Additionally, losses may arise if the counterparties do not perform under the contract terms. REPURCHASE AGREEMENTS -- The funds may enter into repurchase agreements with institutions that American Century Investment Management, Inc. (ACIM) (the investment advisor) has determined are creditworthy pursuant to criteria adopted by the Board of Directors. Each repurchase agreement is recorded at cost. Each fund requires that the collateral, represented by securities, received in a repurchase transaction be transferred to the custodian in a manner sufficient to enable each fund to - ------ 34 obtain those securities in the event of a default under the repurchase agreement. ACIM monitors, on a daily basis, the securities transferred to ensure the value, including accrued interest, of the securities under each repurchase agreement is equal to or greater than amounts owed to each fund under each repurchase agreement. JOINT TRADING ACCOUNT -- Pursuant to an Exemptive Order issued by the Securities and Exchange Commission, each fund, along with other registered investment companies having management agreements with ACIM or American Century Global Investment Management, Inc. (ACGIM), may transfer uninvested cash balances into a joint trading account. These balances are invested in one or more repurchase agreements that are collateralized by U.S. Treasury or Agency obligations. INCOME TAX STATUS -- It is each fund's policy to distribute substantially all net investment income and net realized gains to shareholders and to otherwise qualify as a regulated investment company under provisions of the Internal Revenue Code. The funds are no longer subject to examination by tax authorities for years prior to 2005. At this time, management has not identified any uncertain tax positions that would materially impact the financial statements. Accordingly, no provision has been made for federal or state income taxes. Interest and penalties associated with any federal or state income tax obligations, if any, are recorded as interest expense. DISTRIBUTIONS TO SHAREHOLDERS -- Distributions to shareholders are recorded on the ex-dividend date. Distributions from net investment income are declared and paid quarterly. Distributions from net realized gains, if any, are generally declared and paid annually. INDEMNIFICATIONS -- Under the corporation's organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the funds. In addition, in the normal course of business, the funds enter into contracts that provide general indemnifications. The funds' maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the funds. The risk of material loss from such claims is considered by management to be remote. USE OF ESTIMATES -- The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, which may require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from these estimates. 2. FEES AND TRANSACTIONS WITH RELATED PARTIES On July 27, 2007, the A Class (formerly Advisor Class, also referred to as "A Class (new)") shareholders of the funds approved a change to the class's fee structure. The change was approved by the Board of Directors on November 29, 2006 and March 7, 2007. Effective September 4, 2007, the fee structure change resulted in an increase of 0.25% in the unified management fee and a simultaneous decrease of 0.25% in the total distribution and service fee, resulting in no change to the total operating expense ratio of the class. MANAGEMENT FEES -- The corporation has entered into a Management Agreement with ACIM, under which ACIM provides the funds with investment advisory and management services in exchange for a single, unified management fee (the fee) per class. The Agreement provides that all expenses of the funds, except brokerage commissions, taxes, interest, fees and expenses of those directors who are not considered "interested persons" as defined in the 1940 Act (including counsel fees) and extraordinary expenses, will be paid by ACIM. The fee is computed and accrued daily based on the daily net assets of each specific class of shares of each fund and paid monthly in arrears. For funds with a stepped fee schedule, the rate of the fee is determined by applying a fee rate calculation formula. This formula takes into account all of the investment advisor's assets under management in each fund's investment strategy (strategy assets) to calculate the appropriate fee rate for each fund. The strategy assets include each fund's assets and the assets of other clients of the investment advisor that are not in the American Century family of funds, but that have the same investment team and investment strategy. The annual management fee schedule for Equity Income ranges from 0.80% to 1.00% for the Investor Class, A Class, B Class, C Class and R Class. The annual management fee schedule for Value ranges from 0.85% to 1.00% for the Investor Class, A Class, B Class, C Class and R Class. The annual management fee schedule for Large Company Value ranges from 0.70% to 0.90% for the Investor Class, A Class, B Class, C Class and R Class. Prior to September 4, 2007, the A Class (new) management fee was 0.25% less at each point within the range for the funds. The Institutional Class of each fund is 0.20% less at each point within the range. - ------ 35 The effective annual management fee for each class of each fund for the year ended March 31, 2008, was as follows: Equity Income Value Large Company Value Investor 0.96% 1.00% 0.83% Institutional 0.76% 0.80% 0.63% A 0.84% 0.89% 0.73% B 0.96% 1.00% 0.83% C 0.96% 1.00% 0.83% R 0.96% 1.00% 0.83% DISTRIBUTION AND SERVICE FEES -- The Board of Directors has adopted a separate Master Distribution and Individual Shareholder Services Plan for each of the A Class (new), B Class, C Class and R Class (collectively the plans), pursuant to Rule 12b-1 of the 1940 Act. The plans provide that the A Class will pay American Century Investment Services, Inc. (ACIS) an annual distribution and service fee of 0.25%. The plans provide that the B Class and the C Class will each pay ACIS an annual distribution fee of 0.75% and service fee of 0.25%. The plans provide that the R Class will pay ACIS an annual distribution and service fee of 0.50%. Prior to September 4, 2007, the Board of Directors had adopted a Master Distribution and Shareholder Services Plan for the A Class (new) for the funds, pursuant to Rule 12b-1 of the 1940 Act, in which the A Class (new) paid ACIS an annual distribution fee of 0.25% and service fee of 0.25%. The fees are computed and accrued daily based on each class's daily net assets and paid monthly in arrears. The distribution fee provides compensation for expenses incurred in connection with distributing shares of the classes including, but not limited to, payments to brokers, dealers, and financial institutions that have entered into sales agreements with respect to shares of the funds. The service fee provides compensation for individual shareholder services rendered by broker/dealers or other independent financial intermediaries for A Class (new), A Class (old), B Class, C Class and R Class shares. Prior to September 4, 2007, the service fee provided compensation for shareholder and administrative services rendered by ACIS, its affiliates or independent third party providers for A Class shares. Fees incurred under the plans during the year ended March 31, 2008, are detailed in the Statement of Operations. RELATED PARTIES -- Certain officers and directors of the corporation are also officers and/or directors, and, as a group, controlling stockholders of American Century Companies, Inc. (ACC), the parent of the corporation's investment advisor, ACIM, the distributor of the corporation, ACIS, and the corporation's transfer agent, American Century Services, LLC. The funds are eligible to invest in a money market fund for temporary purposes, which is managed by J.P. Morgan Investment Management, Inc. (JPMIM). JPMIM is a wholly owned subsidiary of JPMorgan Chase & Co. (JPM). JPM is an equity investor in ACC. The funds have a securities lending agreement with JPMorgan Chase Bank (JPMCB). Prior to December 12, 2007, the funds had a bank line of credit agreement with JPMCB. JPMCB is a custodian of the funds and a wholly owned subsidiary of JPM. 3. INVESTMENT TRANSACTIONS Investment transactions, excluding short-term investments, for the year ended March 31, 2008, were as follows: Equity Income Value Large Company Value Purchases $10,669,018,687 $4,252,632,932 $456,401,171 Proceeds from sales $11,639,324,108 $4,768,289,560 $575,448,583 - ------ 36 4. CAPITAL SHARE TRANSACTIONS Transactions in shares of the funds were as follows: Year ended March 31, 2008(1) Year ended March 31, 2007 Shares Amount Shares Amount Equity Income INVESTOR CLASS/SHARES AUTHORIZED 1,500,000,000 1,360,000,000 ============= ============= Sold 86,497,946 $732,783,293 190,310,967 $ 1,637,151,978 Issued in reinvestment of distributions 57,630,203 461,310,501 38,604,239 331,069,234 Redeemed (188,655,276) (1,565,013,939) (133,390,090) (1,127,801,623) ------------- --------------- ------------- --------------- (44,527,127) (370,920,145) 95,525,116 840,419,589 ------------- --------------- ------------- --------------- INSTITUTIONAL CLASS/SHARES AUTHORIZED 240,000,000 125,000,000 ============= ============= Sold 25,454,164 220,747,714 27,716,304 235,066,960 Issued in reinvestment of distributions 8,329,370 66,669,823 4,398,103 37,748,723 Redeemed (29,593,511) (246,373,931) (15,634,070) (129,701,566) ------------- --------------- ------------- --------------- 4,190,023 41,043,606 16,480,337 143,114,117 ------------- --------------- ------------- --------------- A CLASS/SHARES AUTHORIZED 475,000,000 300,000,000 ============= ============= Sold 34,637,326 295,784,082 63,150,373 542,584,966 Issued in reinvestment of distributions 15,215,308 121,615,154 9,703,715 83,260,832 Redeemed (70,097,342) (588,618,649) (36,128,442) (306,093,143) ------------- --------------- ------------- --------------- (20,244,708) (171,219,413) 36,725,646 319,752,655 ------------- --------------- ------------- --------------- B CLASS/SHARES AUTHORIZED 20,000,000 N/A ============= ============= Sold 31,226 249,461 Issued in reinvestment of distributions 993 7,818 ------------- --------------- ------------- --------------- 32,219 257,279 ------------- --------------- ------------- --------------- C CLASS/SHARES AUTHORIZED 50,000,000 30,000,000 ============= ============= Sold 3,062,619 26,442,946 3,827,372 32,729,364 Issued in reinvestment of distributions 1,577,148 12,559,343 835,135 7,173,464 Redeemed (3,333,340) (27,468,435) (2,097,020) (17,745,905) ------------- --------------- ------------- --------------- 1,306,427 11,533,854 2,565,487 22,156,923 ------------- --------------- ------------- --------------- R CLASS/SHARES AUTHORIZED 20,000,000 10,000,000 ============= ============= Sold 1,863,334 15,974,449 2,794,448 23,866,772 Issued in reinvestment of distributions 660,261 5,258,200 323,510 2,772,472 Redeemed (1,846,826) (15,077,278) (933,327) (7,901,501) ------------- --------------- ------------- --------------- 676,769 6,155,371 2,184,631 18,737,743 ------------- --------------- ------------- --------------- Net increase (decrease) (58,566,397) $(483,149,448) 153,481,217 $ 1,344,181,027 ============= ============== ============= =============== (1) September 28, 2007 (commencement of sale) through March 31, 2008 for the B Class. - ------ 37 Year ended March 31, 2008 Year ended March 31, 2007 Shares Amount Shares Amount Value INVESTOR CLASS/SHARES AUTHORIZED 1,250,000,000 700,000,000 ============= ============ Sold 26,795,945 $ 192,485,324 46,299,513 $ 349,174,054 Issued in reinvestment of distributions 43,153,018 275,895,444 25,193,051 189,713,667 Redeemed (102,497,869) (735,388,471) (63,409,787) (473,327,597) ------------- -------------- ------------ ------------- (32,548,906) (267,007,703) 8,082,777 65,560,124 ------------- -------------- ------------ ------------- INSTITUTIONAL CLASS/SHARES AUTHORIZED 125,000,000 100,000,000 ============= ============ Sold 21,049,735 154,695,580 12,275,041 91,985,893 Issued in reinvestment of distributions 7,589,258 48,506,946 2,982,130 22,480,817 Redeemed (13,489,917) (93,706,190) (12,700,338) (94,682,949) ------------- -------------- ------------ ------------- 15,149,076 109,496,336 2,556,833 19,783,761 ------------- -------------- ------------ ------------- A CLASS/SHARES AUTHORIZED 150,000,000 100,000,000 ============= ============ Sold 5,656,979 40,732,287 9,522,904 71,576,386 Issued in connection with reclassification (Note 10) 8,894,774 68,678,162 -- -- Issued in reinvestment of distributions 5,215,034 33,245,516 2,477,211 18,667,945 Redeemed (19,350,464) (136,544,275) (9,165,753) (69,029,374) ------------- -------------- ------------ ------------- 416,323 6,111,690 2,834,362 21,214,957 ------------- -------------- ------------ ------------- A CLASS (OLD)/SHARES AUTHORIZED N/A 30,000,000 ============= ============ Sold 662,726 5,260,916 2,619,729 19,582,575 Issued in reinvestment of distributions 15,737 125,739 682,151 5,140,730 Redeemed in connection with reclassification (Note 10) (8,894,774) (68,678,162) -- -- Redeemed (1,001,889) (7,911,168) (3,234,521) (24,036,632) ------------- -------------- ------------ ------------- (9,218,200) (71,202,675) 67,359 686,673 ------------- -------------- ------------ ------------- B CLASS/SHARES AUTHORIZED 20,000,000 10,000,000 ============= ============ Sold 81,475 595,253 130,722 977,611 Issued in reinvestment of distributions 120,823 765,058 60,179 453,375 Redeemed (250,589) (1,720,368) (166,459) (1,227,272) ------------- -------------- ------------ ------------- (48,291) (360,057) 24,442 203,714 ------------- -------------- ------------ ------------- C CLASS/SHARES AUTHORIZED 20,000,000 10,000,000 ============= ============ Sold 326,344 2,353,715 651,229 4,845,046 Issued in reinvestment of distributions 262,066 1,650,552 160,285 1,201,156 Redeemed (1,523,779) (10,474,334) (563,859) (4,173,304) ------------- -------------- ------------ ------------- (935,369) (6,470,067) 247,655 1,872,898 ------------- -------------- ------------ ------------- R CLASS/SHARES AUTHORIZED 20,000,000 5,000,000 ============= ============ Sold 284,329 1,995,315 39,658 290,987 Issued in reinvestment of distributions 27,378 173,553 1,882 14,174 Redeemed (74,072) (485,935) (4,072) (29,290) ------------- -------------- ------------ ------------- 237,635 1,682,933 37,468 275,871 ------------- -------------- ------------ ------------- Net increase (decrease) (26,947,732) $(227,749,543) 13,850,896 $109,597,998 ============= ============== ============ ============= - ------ 38 Year ended March 31, 2008 Year ended March 31, 2007 Shares Amount Shares Amount Large Company Value INVESTOR CLASS/SHARES AUTHORIZED 550,000,000 350,000,000 ============ ============ Sold 76,540,681 $ 576,064,660 72,227,467 $ 518,958,509 Issued in reinvestment of distributions 7,187,899 52,324,248 3,744,065 27,199,318 Redeemed (88,750,820) (657,473,389) (43,277,503) (310,977,065) ------------ ------------- ------------ ------------- (5,022,240) (29,084,481) 32,694,029 235,180,762 ------------ ------------- ------------ ------------- INSTITUTIONAL CLASS/SHARES AUTHORIZED 200,000,000 200,000,000 ============ ============ Sold 33,589,521 243,933,475 25,602,969 185,299,046 Issued in reinvestment of distributions 3,541,198 25,810,952 1,929,307 13,987,715 Redeemed (31,400,005) (228,197,043) (28,272,499) (203,670,769) ------------ ------------- ------------ ------------- 5,730,714 41,547,384 (740,223) (4,384,008) ------------ ------------- ------------ ------------- A CLASS/SHARES AUTHORIZED 300,000,000 75,000,000 ============ ============ Sold 12,320,960 90,750,995 16,186,463 116,408,513 Issued in connection with reclassification (Note 10) 27,248,825 204,605,063 -- -- Issued in reinvestment of distributions 2,102,988 15,217,432 628,205 4,579,239 Redeemed (21,497,528) (157,103,590) (6,834,302) (49,342,297) ------------ ------------- ------------ ------------- 20,175,245 153,469,900 9,980,366 71,645,455 ------------ ------------- ------------ ------------- A CLASS (OLD)/SHARES AUTHORIZED N/A 150,000,000 ============ ============ Sold 2,048,715 16,003,585 6,284,203 45,840,430 Issued in reinvestment of distributions 201,210 1,569,589 705,634 5,122,651 Redeemed in connection with reclassification (Note 10) (27,248,825) (204,605,063) -- -- Redeemed (6,685,340) (52,269,420) (10,446,648) (73,879,471) ------------ ------------- ------------ ------------- (31,684,240) (239,301,309) (3,456,811) (22,916,390) ------------ ------------- ------------ ------------- B CLASS/SHARES AUTHORIZED 20,000,000 10,000,000 ============ ============ Sold 74,011 572,482 164,034 1,189,507 Issued in reinvestment of distributions 69,313 504,234 31,725 233,063 Redeemed (440,433) (3,203,529) (270,147) (1,937,433) ------------ ------------- ------------ ------------- (297,109) (2,126,813) (74,388) (514,863) ------------ ------------- ------------ ------------- C CLASS/SHARES AUTHORIZED 50,000,000 20,000,000 ============ ============ Sold 1,786,478 13,418,691 1,996,859 14,288,977 Issued in reinvestment of distributions 125,755 912,831 56,188 412,221 Redeemed (3,420,371) (25,225,156) (1,729,086) (12,288,309) ------------ ------------- ------------ ------------- (1,508,138) (10,893,634) 323,961 2,412,889 ------------ ------------- ------------ ------------- R CLASS/SHARES AUTHORIZED 20,000,000 10,000,000 ============ ============ Sold 862,344 6,446,439 968,486 7,058,412 Issued in reinvestment of distributions 109,464 795,585 41,974 306,715 Redeemed (748,527) (5,506,900) (293,569) (2,135,000) ------------ ------------- ------------ ------------- 223,281 1,735,124 716,891 5,230,127 ------------ ------------- ------------ ------------- Net increase (decrease) (12,382,487) $(84,653,829) 39,443,825 $ 286,653,972 ============ ============= =========== ============= - ------ 39 5. AFFILIATED COMPANY TRANSACTIONS If a fund's holding represents ownership of 5% or more of the voting securities of a company, the company is affiliated as defined in the 1940 Act. A summary of transactions for each company which is or was an affiliate at or during the year ended March 31, 2008 follows: March 31, 2008 Share Balance Purchase Sales Realized Dividend Share Market Fund/Company 3/31/07 Cost Cost Gain (Loss) Income Balance Value Equity Income Cascade Natural Gas Corp.(1) 569,091 -- $ 11,798,037 $ 3,282,875 $136,582 -- -- Commerce Bancshares, Inc.(1) 3,319,053 $ 29,401,046 68,657,967 (3,664,409) 3,384,296 2,629,344(2) (1) Nicor Inc. -- 95,243,272 807,469 (52,631) 1,384,258 2,255,000 $ 75,565,050 Westar Energy Inc.(1) 3,949,949 30,730,727 26,699,263 11,517 4,604,378 4,124,849 (1) WGL Holdings Inc. 2,427,900 8,587,793 7,291,554 14,438 3,339,409 2,471,500 79,236,290 ------------ ------------ ----------- ----------- ------------ ------------ $163,962,838 $115,254,290 $ (408,210) $12,848,923 $154,801,340 ============ ============ =========== ============ ============ (1) Company was not an affiliate at March 31, 2008. (2) Includes adjustments for shares received from a stock split and/or stock spinoff during the period. 6. SECURITIES LENDING As of March 31, 2008, securities in Equity Income, Value and Large Company Value valued at $84,425,002, $10,341,766 and $11,421,425, respectively, were on loan through the lending agent, JPMCB, to certain approved borrowers. JPMCB receives and maintains collateral in the form of cash and/or acceptable securities as approved by ACIM. Cash collateral is invested in authorized investments by the lending agent in a pooled account. The value of cash collateral received at period end is disclosed in the Statement of Assets and Liabilities and investments made with the cash by the lending agent are listed in the Schedule of Investments. Any deficiencies or excess of collateral must be delivered or transferred by the member firms no later than the close of business on the next business day. The total value of all collateral received, at this date, was $85,526,941, $10,735,081 and $11,555,875, respectively. The funds' risks in securities lending are that the borrower may not provide additional collateral when required or return the securities when due. If the borrower defaults, receipt of the collateral by the funds may be delayed or limited. 7. BANK LINE OF CREDIT Effective December 12, 2007, the funds, along with certain other funds managed by ACIM or ACGIM, have a $500,000,000 unsecured bank line of credit agreement with Bank of America, N.A. Prior to December 12, 2007, the funds, along with certain other funds managed by ACIM or ACGIM, had a $500,000,000 unsecured bank line of credit agreement with JPMCB. The funds may borrow money for temporary or emergency purposes to fund shareholder redemptions. Borrowings under the agreement, which is subject to annual renewal, bear interest at the Federal Funds rate plus 0.40%. The funds did not borrow from the line during the year ended March 31, 2008. 8. RISK FACTORS There are certain risks involved in investing in foreign securities. These risks include those resulting from future adverse political, social, and economic developments, fluctuations in currency exchange rates, the possible imposition of exchange controls, and other foreign laws or restrictions. - ------ 40 9. FEDERAL TAX INFORMATION The tax character of distributions paid during the years ended March 31, 2008 and March 31, 2007 were as follows: Equity Income Value Large Company Value 2008 2007 2008 2007 2008 2007 DISTRIBUTIONS PAID FROM Ordinary income $487,684,994 $305,974,608 $209,835,327 $159,385,059 $60,740,054 $55,108,975 Long-term capital gains $225,616,210 $189,762,432 $167,814,054 $88,657,099 $65,159,132 $9,535,591 The book-basis character of distributions made during the year from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes. These differences reflect the differing character of certain income items and net realized gains and losses for financial statement and tax purposes, and may result in reclassification among certain capital accounts on the financial statements. As of March 31, 2008, the components of distributable earnings on a tax-basis and the federal tax cost of investments were as follows: Large Company Equity Income Value Value Federal tax cost of investments $5,288,332,339 $2,338,779,684 $2,149,549,359 ============== ============== ============== Gross tax appreciation of investments $ 321,017,568 $ 85,249,355 $ 390,831,275 Gross tax depreciation of investments (240,331,026) (165,017,455) (284,418,252) -------------- -------------- -------------- Net tax appreciation (depreciation) of investments $ 80,686,542 $ (79,768,100) $ 106,413,023 ============== ============== ============== Net tax appreciation (depreciation) on derivatives and translation of assets and liabilities in foreign currencies $6,436 $(2,278) -- -------------- -------------- -------------- Net tax appreciation (depreciation) $80,692,978 $(79,770,378) $106,413,023 ============== ============== ============== Undistributed ordinary income $14,428,269 $1,451,703 $94,000 Accumulated long-term gains $392,555 -- $23,704,437 Capital loss deferrals $(307,109,322) $(200,845,570) -- Currency loss deferrals -- $(56,460) -- The difference between book-basis and tax-basis cost and unrealized appreciation (depreciation) is attributable primarily to the tax deferral of losses on wash sales and the realization for tax purposes of unrealized gains (losses) on certain forward foreign currency exchange contracts and on certain futures contracts. The capital and currency loss deferrals listed above represent net capital and foreign currency losses incurred in the five-month period ended March 31, 2008. The funds have elected to treat such losses as having been incurred in the following fiscal year for federal income tax purposes. 10. CORPORATE EVENT On July 27, 2007, the A Class (old) shareholders of Value approved a reclassification of A Class (old) shares into Advisor Class shares. The change was approved by the Board of Directors on November 29, 2006 and March 7, 2007. The reclassification was effective on September 4, 2007. Subsequent to the reclassification, the Advisor Class was renamed A Class. On September 25, 2007, the A Class (old) shareholders of Large Company Value approved a reclassification of A Class (old) shares into Advisor Class shares. The change was approved by the Board of Directors on November 29, 2006 and March 7, 2007. The reclassification was effective on December 3, 2007. Subsequent to the reclassification, the Advisor Class was renamed A Class. - ------ 41 11. RECENTLY ISSUED ACCOUNTING STANDARDS In June 2006, the Financial Accounting Standards Board (FASB) issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes -- an Interpretation of FASB Statement No. 109" (FIN 48). FIN 48 establishes a minimum threshold for financial statement recognition of the benefit of positions taken in filing tax returns (including whether an entity is taxable in a particular jurisdiction), and requires certain expanded tax disclosures. FIN 48 is effective for fiscal years beginning after December 15, 2006, and is to be applied to all open tax years as of the date of effectiveness. The adoption of FIN 48 did not materially impact the financial statements. The FASB issued Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" (FAS 157), in September 2006, which is effective for fiscal years beginning after November 15, 2007. FAS 157 defines fair value, establishes a framework for measuring fair value and expands the required financial statement disclosures about fair value measurements. Management is currently evaluating the impact that adopting FAS 157 will have on the financial statement disclosures. In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, "Disclosures about Derivative Instruments and Hedging Activities -- an amendment of FASB Statement No. 133" (FAS 161). FAS 161 is effective for fiscal years beginning after November 15, 2008. FAS 161 amends and expands disclosures about derivative instruments and hedging activities. FAS 161 requires qualitative disclosures about the objectives and strategies of derivative instruments, quantitative disclosures about the fair value amounts of and gains and losses on derivative instruments, and disclosures of credit-risk-related contingent features in hedging activities. Management is currently evaluating the impact that adopting FAS 161 will have on the financial statement disclosures. 12. OTHER TAX INFORMATION (UNAUDITED) The following information is provided pursuant to provisions of the Internal Revenue Code. The funds hereby designate up to the maximum amount allowable as qualified dividend income for the fiscal year ended March 31, 2008. For corporate taxpayers, the funds hereby designate the following ordinary income distributions paid during the fiscal year ended March 31, 2008, or up to the maximum amount allowable, as qualified for the corporate dividends received deduction. Equity Income Value Large Company Value $147,245,588 $62,827,782 $60,176,395 The funds hereby designate long-term capital gain distributions for the fiscal year ended March 31, 2008, as follows: Equity Income Value Large Company Value $225,616,210 $167,814,054 $65,159,132 The funds hereby designate qualified short-term capital gain distributions for purposes of Internal Revenue Code 871 for the fiscal year ended March 31, 2008, as follows: Equity Income Value Large Company Value $306,994,588 $161,677,964 $9,663,689 - ------ 42 FINANCIAL HIGHLIGHTS Equity Income Investor Class For a Share Outstanding Throughout the Years Ended March 31 2008 2007 2006 2005 2004 PER-SHARE DATA Net Asset Value, Beginning of Period $8.65 $8.11 $8.05 $7.84 $6.22 -------- -------- -------- -------- -------- Income From Investment Operations Net Investment Income (Loss)(1) 0.23 0.21 0.20 0.21 0.22 Net Realized and Unrealized Gain (Loss) (0.62) 1.05 0.36 0.61 1.71 -------- -------- -------- -------- -------- Total From Investment Operations (0.39) 1.26 0.56 0.82 1.93 -------- -------- -------- -------- -------- Distributions From Net Investment Income (0.23) (0.17) (0.18) (0.19) (0.19) From Net Realized Gains (0.73) (0.55) (0.32) (0.42) (0.12) -------- -------- -------- -------- -------- Total Distributions (0.96) (0.72) (0.50) (0.61) (0.31) -------- -------- -------- -------- -------- Net Asset Value, End of Period $7.30 $8.65 $8.11 $8.05 $7.84 ======== ======== ======== ======== ======== TOTAL RETURN(2) (5.17)% 15.79% 7.21% 10.69% 31.30% RATIOS/SUPPLEMENTAL DATA Ratio of Operating Expenses to Average Net Assets 0.97% 0.97% 0.98% 0.99% 1.00% Ratio of Net Investment Income (Loss) to Average Net Assets 2.68% 2.43% 2.53% 2.56% 2.95% Portfolio Turnover Rate 165% 160% 150% 174% 91% Net Assets, End of Period (in thousands) $3,719,757 $4,790,510 $3,715,366 $3,290,442 $2,248,158 (1) Computed using average shares outstanding throughout the period. (2) Total return assumes reinvestment of net investment income and capital gains distributions, if any. The total return of the classes may not precisely reflect the class expense differences because of the impact of calculating the net asset values to two decimal places. If net asset values were calculated to three decimal places, the total return differences would more closely reflect the class expense differences. The calculation of net asset values to two decimal places is made in accordance with SEC guidelines and does not result in any gain or loss of value between one class and another. See Notes to Financial Statements. - ------ 43 Equity Income Institutional Class For a Share Outstanding Throughout the Years Ended March 31 2008 2007 2006 2005 2004 PER-SHARE DATA Net Asset Value, Beginning of Period $8.65 $8.11 $8.06 $7.85 $6.23 -------- -------- -------- -------- -------- Income From Investment Operations Net Investment Income (Loss)(1) 0.25 0.23 0.22 0.22 0.24 Net Realized and Unrealized Gain (Loss) (0.61) 1.05 0.35 0.61 1.71 -------- -------- -------- -------- -------- Total From Investment Operations (0.36) 1.28 0.57 0.83 1.95 -------- -------- -------- -------- -------- Distributions From Net Investment Income (0.25) (0.19) (0.20) (0.20) (0.21) From Net Realized Gains (0.73) (0.55) (0.32) (0.42) (0.12) -------- -------- -------- -------- -------- Total Distributions (0.98) (0.74) (0.52) (0.62) (0.33) -------- -------- -------- -------- -------- Net Asset Value, End of Period $7.31 $8.65 $8.11 $8.06 $7.85 ======== ======== ======== ======== ======== TOTAL RETURN(2) (4.85)% 16.01% 7.29% 10.91% 31.51% RATIOS/SUPPLEMENTAL DATA Ratio of Operating Expenses to Average Net Assets 0.77% 0.77% 0.78% 0.79% 0.80% Ratio of Net Investment Income (Loss) to Average Net Assets 2.88% 2.63% 2.73% 2.76% 3.15% Portfolio Turnover Rate 165% 160% 150% 174% 91% Net Assets, End of Period (in thousands) $496,033 $551,202 $382,909 $257,195 $183,330 (1) Computed using average shares outstanding throughout the period. (2) Total return assumes reinvestment of net investment income and capital gains distributions, if any. The total return of the classes may not precisely reflect the class expense differences because of the impact of calculating the net asset values to two decimal places. If net asset values were calculated to three decimal places, the total return differences would more closely reflect the class expense differences. The calculation of net asset values to two decimal places is made in accordance with SEC guidelines and does not result in any gain or loss of value between one class and another. See Notes to Financial Statements. - ------ 44 Equity Income A Class(1) For a Share Outstanding Throughout the Years Ended March 31 2008 2007 2006 2005 2004 PER-SHARE DATA Net Asset Value, Beginning of Period $8.65 $8.11 $8.05 $7.84 $6.22 -------- -------- -------- -------- -------- Income From Investment Operations Net Investment Income (Loss)(2) 0.20 0.19 0.18 0.19 0.20 Net Realized and Unrealized Gain (Loss) (0.61) 1.05 0.36 0.61 1.72 -------- -------- -------- -------- -------- Total From Investment Operations (0.41) 1.24 0.54 0.80 1.92 -------- -------- -------- -------- -------- Distributions From Net Investment Income (0.21) (0.15) (0.16) (0.17) (0.18) From Net Realized Gains (0.73) (0.55) (0.32) (0.42) (0.12) -------- -------- -------- -------- -------- Total Distributions (0.94) (0.70) (0.48) (0.59) (0.30) -------- -------- -------- -------- -------- Net Asset Value, End of Period $7.30 $8.65 $8.11 $8.05 $7.84 ======== ======== ======== ======== ======== TOTAL RETURN(3) (5.40)% 15.51% 6.94% 10.41% 30.97% RATIOS/SUPPLEMENTAL DATA Ratio of Operating Expenses to Average Net Assets 1.22% 1.22% 1.23% 1.24% 1.25% Ratio of Net Investment Income (Loss) to Average Net Assets 2.43% 2.18% 2.28% 2.31% 2.70% Portfolio Turnover Rate 165% 160% 150% 174% 91% Net Assets, End of Period (in thousands) $933,600 $1,280,888 $902,749 $765,331 $457,360 (1) Prior to September 4, 2007, the A Class was referred to as the Advisor Class. (2) Computed using average shares outstanding throughout the period. (3) Total return assumes reinvestment of net investment income and capital gains distributions, if any, and does not reflect applicable sales charges. The total return of the classes may not precisely reflect the class expense differences because of the impact of calculating the net asset values to two decimal places. If net asset values were calculated to three decimal places, the total return differences would more closely reflect the class expense differences. The calculation of net asset values to two decimal places is made in accordance with SEC guidelines and does not result in any gain or loss of value between one class and another. See Notes to Financial Statements. - ------ 45 Equity Income B Class For a Share Outstanding Throughout the Period Indicated 2008(1) PER-SHARE DATA Net Asset Value, Beginning of Period $8.99 -------- Income From Investment Operations Net Investment Income (Loss)(2) 0.08 Net Realized and Unrealized Gain (Loss) (0.95) -------- Total From Investment Operations (0.87) -------- Distributions From Net Investment Income (0.09) From Net Realized Gains (0.73) -------- Total Distributions (0.82) -------- Net Asset Value, End of Period $7.30 ======== TOTAL RETURN(3) (10.28)% RATIOS/SUPPLEMENTAL DATA Ratio of Operating Expenses to Average Net Assets 1.97%(4) Ratio of Net Investment Income (Loss) to Average Net Assets 2.11%(4) Portfolio Turnover Rate 165%(5) Net Assets, End of Period (in thousands) $235 (1) September 28, 2007 (commencement of sale) through March 31, 2008. (2) Computed using average shares outstanding throughout the period. (3) Total return assumes reinvestment of net investment income and capital gains distributions, if any, and does not reflect applicable sales charges. Total returns for periods less than one year are not annualized. The total return of the classes may not precisely reflect the class expense differences because of the impact of calculating the net asset values to two decimal places. If net asset values were calculated to three decimal places, the total return differences would more closely reflect the class expense differences. The calculation of net asset values to two decimal places is made in accordance with SEC guidelines and does not result in any gain or loss of value between one class and another. (4) Annualized. (5) Portfolio turnover is calculated at the fund level. Percentage indicated was calculated for the year ended March 31, 2008. See Notes to Financial Statements. - ------ 46 Equity Income C Class For a Share Outstanding Throughout the Years Ended March 31 2008 2007 2006 2005 2004 PER-SHARE DATA Net Asset Value, Beginning of Period $8.65 $8.11 $8.06 $7.85 $6.21 ------- ------- ------- ------- ------- Income From Investment Operations Net Investment Income (Loss)(1) 0.14 0.12 0.13 0.13 0.15 Net Realized and Unrealized Gain (Loss) (0.61) 1.06 0.34 0.61 1.73 ------- ------- ------- ------- ------- Total From Investment Operations (0.47) 1.18 0.47 0.74 1.88 ------- ------- ------- ------- ------- Distributions From Net Investment Income (0.15) (0.09) (0.10) (0.11) (0.12) From Net Realized Gains (0.73) (0.55) (0.32) (0.42) (0.12) ------- ------- ------- ------- ------- Total Distributions (0.88) (0.64) (0.42) (0.53) (0.24) ------- ------- ------- ------- ------- Net Asset Value, End of Period $7.30 $8.65 $8.11 $8.06 $7.85 ======= ======= ======= ======= ======= TOTAL RETURN(2) (6.10)% 14.65% 6.02% 9.60% 30.37% RATIOS/SUPPLEMENTAL DATA Ratio of Operating Expenses to Average Net Assets 1.97% 1.97% 1.98% 1.99% 2.00% Ratio of Net Investment Income (Loss) to Average Net Assets 1.68% 1.43% 1.53% 1.56% 1.95% Portfolio Turnover Rate 165% 160% 150% 174% 91% Net Assets, End of Period (in thousands) $116,985 $127,266 $98,481 $63,512 $42,579 (1) Computed using average shares outstanding throughout the period. (2) Total return assumes reinvestment of net investment income and capital gains distributions, if any, and does not reflect applicable sales charges. The total return of the classes may not precisely reflect the class expense differences because of the impact of calculating the net asset values to two decimal places. If net asset values were calculated to three decimal places, the total return differences would more closely reflect the class expense differences. The calculation of net asset values to two decimal places is made in accordance with SEC guidelines and does not result in any gain or loss of value between one class and another. See Notes to Financial Statements. - ------ 47 Equity Income R Class For a Share Outstanding Throughout the Years Ended March 31 (except as noted) 2008 2007 2006 2005 2004(1) PER-SHARE DATA Net Asset Value, Beginning of Period $8.63 $8.09 $8.04 $7.84 $7.22 ------- ------- ------- ------- ------- Income From Investment Operations Net Investment Income (Loss)(2) 0.18 0.17 0.17 0.17 0.11 Net Realized and Unrealized Gain (Loss) (0.60) 1.05 0.34 0.60 0.76 ------- ------- ------- ------- ------- Total From Investment Operations (0.42) 1.22 0.51 0.77 0.87 ------- ------- ------- ------- ------- Distributions From Net Investment Income (0.19) (0.13) (0.14) (0.15) (0.13) From Net Realized Gains (0.73) (0.55) (0.32) (0.42) (0.12) ------- ------- ------- ------- ------- Total Distributions (0.92) (0.68) (0.46) (0.57) (0.25) ------- ------- ------- ------- ------- Net Asset Value, End of Period $7.29 $8.63 $8.09 $8.04 $7.84 ======= ======= ======= ======= ======= TOTAL RETURN(3) (5.53)% 15.25% 6.56% 10.03% 12.19% RATIOS/SUPPLEMENTAL DATA Ratio of Operating Expenses to Average Net Assets 1.47% 1.47% 1.48% 1.44%(4) 1.50%(5) Ratio of Net Investment Income (Loss) to Average Net Assets 2.18% 1.93% 2.03% 2.11%(4) 2.44%(5) Portfolio Turnover Rate 165% 160% 150% 174% 91%(6) Net Assets, End of Period (in thousands) $42,720 $44,767 $24,283 $6,046 $392 (1) August 29, 2003 (commencement of sale) through March 31, 2004. (2) Computed using average shares outstanding throughout the period. (3) Total return assumes reinvestment of net investment income and capital gains distributions, if any. Total returns for periods less than one year are not annualized. The total return of the classes may not precisely reflect the class expense differences because of the impact of calculating the net asset values to two decimal places. If net asset values were calculated to three decimal places, the total return differences would more closely reflect the class expense differences. The calculation of net asset values to two decimal places is made in accordance with SEC guidelines and does not result in any gain or loss of value between one class and another. (4) During a portion of the year ended March 31, 2005, the class received partial reimbursement of its distribution and service fees. Had fees not been reimbursed the annualized ratio of operating expenses to average net assets and annualized ratio of net investment income (loss) to average net assets would have been 1.49% and 2.06%, respectively. (5) Annualized. (6) Portfolio turnover is calculated at the fund level. Percentage indicated was calculated for the year ended March 31, 2004. See Notes to Financial Statements. - ------ 48 Value Investor Class For a Share Outstanding Throughout the Years Ended March 31 2008 2007 2006 2005 2004 PER-SHARE DATA Net Asset Value, Beginning of Period $7.61 $7.18 $7.31 $7.72 $5.61 -------- -------- -------- -------- -------- Income From Investment Operations Net Investment Income (Loss)(1) 0.12 0.12 0.12 0.09 0.09 Net Realized and Unrealized Gain (Loss) (0.92) 0.93 0.57 0.64 2.18 -------- -------- -------- -------- -------- Total From Investment Operations (0.80) 1.05 0.69 0.73 2.27 -------- -------- -------- -------- -------- Distributions From Net Investment Income (0.12) (0.11) (0.10) (0.09) (0.08) From Net Realized Gains (0.91) (0.51) (0.72) (1.05) (0.08) -------- -------- -------- -------- -------- Total Distributions (1.03) (0.62) (0.82) (1.14) (0.16) -------- -------- -------- -------- -------- Net Asset Value, End of Period $5.78 $7.61 $7.18 $7.31 $7.72 ======== ======== ======== ======== ======== TOTAL RETURN(2) (11.56)% 14.90% 9.89% 9.95% 40.66% RATIOS/SUPPLEMENTAL DATA Ratio of Operating Expenses to Average Net Assets 1.00% 0.99% 0.99% 0.99% 1.00% Ratio of Net Investment Income (Loss) to Average Net Assets 1.65% 1.58% 1.71% 1.16% 1.26% Portfolio Turnover Rate 152% 140% 134% 130% 122% Net Assets, End of Period (in thousands) $1,707,366 $2,495,067 $2,296,153 $2,315,507 $2,152,265 (1) Computed using average shares outstanding throughout the period. (2) Total return assumes reinvestment of net investment income and capital gains distributions, if any. The total return of the classes may not precisely reflect the class expense differences because of the impact of calculating the net asset values to two decimal places. If net asset values were calculated to three decimal places, the total return differences would more closely reflect the class expense differences. The calculation of net asset values to two decimal places is made in accordance with SEC guidelines and does not result in any gain or loss of value between one class and another. See Notes to Financial Statements. - ------ 49 Value Institutional Class For a Share Outstanding Throughout the Years Ended March 31 2008 2007 2006 2005 2004 PER-SHARE DATA Net Asset Value, Beginning of Period $7.62 $7.19 $7.32 $7.72 $5.61 -------- -------- -------- -------- -------- Income From Investment Operations Net Investment Income (Loss)(1) 0.13 0.13 0.14 0.10 0.10 Net Realized and Unrealized Gain (Loss) (0.91) 0.94 0.57 0.65 2.18 -------- -------- -------- -------- -------- Total From Investment Operations (0.78) 1.07 0.71 0.75 2.28 -------- -------- -------- -------- -------- Distributions From Net Investment Income (0.14) (0.13) (0.12) (0.10) (0.09) From Net Realized Gains (0.91) (0.51) (0.72) (1.05) (0.08) -------- -------- -------- -------- -------- Total Distributions (1.05) (0.64) (0.84) (1.15) (0.17) -------- -------- -------- -------- -------- Net Asset Value, End of Period $5.79 $7.62 $7.19 $7.32 $7.72 ======== ======== ======== ======== ======== TOTAL RETURN(2) (11.36)% 15.11% 10.10% 10.30% 40.93% RATIOS/SUPPLEMENTAL DATA Ratio of Operating Expenses to Average Net Assets 0.80% 0.79% 0.79% 0.79% 0.80% Ratio of Net Investment Income (Loss) to Average Net Assets 1.85% 1.78% 1.91% 1.36% 1.46% Portfolio Turnover Rate 152% 140% 134% 130% 122% Net Assets, End of Period (in thousands) $307,769 $289,536 $254,778 $251,812 $223,282 (1) Computed using average shares outstanding throughout the period. (2) Total return assumes reinvestment of net investment income and capital gains distributions, if any. The total return of the classes may not precisely reflect the class expense differences because of the impact of calculating the net asset values to two decimal places. If net asset values were calculated to three decimal places, the total return differences would more closely reflect the class expense differences. The calculation of net asset values to two decimal places is made in accordance with SEC guidelines and does not result in any gain or loss of value between one class and another. See Notes to Financial Statements. - ------ 50 Value A Class(1) For a Share Outstanding Throughout the Years Ended March 31 2008 2007 2006 2005 2004 PER-SHARE DATA Net Asset Value, Beginning of Period $7.61 $7.18 $7.31 $7.72 $5.60 -------- -------- -------- -------- -------- Income From Investment Operations Net Investment Income (Loss)(2) 0.10 0.10 0.10 0.07 0.07 Net Realized and Unrealized Gain (Loss) (0.92) 0.93 0.57 0.64 2.19 -------- -------- -------- -------- -------- Total From Investment Operations (0.82) 1.03 0.67 0.71 2.26 -------- -------- -------- -------- -------- Distributions From Net Investment Income (0.10) (0.09) (0.08) (0.07) (0.06) From Net Realized Gains (0.91) (0.51) (0.72) (1.05) (0.08) -------- -------- -------- -------- -------- Total Distributions (1.01) (0.60) (0.80) (1.12) (0.14) -------- -------- -------- -------- -------- Net Asset Value, End of Period $5.78 $7.61 $7.18 $7.31 $7.72 ======== ======== ======== ======== ======== TOTAL RETURN(3) (11.76)% 14.62% 9.61% 9.67% 40.56% RATIOS/SUPPLEMENTAL DATA Ratio of Operating Expenses to Average Net Assets 1.25% 1.24% 1.24% 1.24% 1.25% Ratio of Net Investment Income (Loss) to Average Net Assets 1.40% 1.33% 1.46% 0.91% 1.01% Portfolio Turnover Rate 152% 140% 134% 130% 122% Net Assets, End of Period (in thousands) $191,739 $249,265 $214,835 $236,960 $403,212 (1) Prior to September 4, 2007, the A Class was referred to as the Advisor Class. (2) Computed using average shares outstanding throughout the period. (3) Total return assumes reinvestment of net investment income and capital gains distributions, if any, and does not reflect applicable sales charges. The total return of the classes may not precisely reflect the class expense differences because of the impact of calculating the net asset values to two decimal places. If net asset values were calculated to three decimal places, the total return differences would more closely reflect the class expense differences. The calculation of net asset values to two decimal places is made in accordance with SEC guidelines and does not result in any gain or loss of value between one class and another. See Notes to Financial Statements. - ------ 51 Value B Class For a Share Outstanding Throughout the Years Ended March 31 2008 2007 2006 2005 2004 PER-SHARE DATA Net Asset Value, Beginning of Period $7.61 $7.18 $7.31 $7.73 $5.61 -------- -------- -------- -------- -------- Income From Investment Operations Net Investment Income (Loss)(1) 0.05 0.04 0.05 0.01 0.01 Net Realized and Unrealized Gain (Loss) (0.92) 0.94 0.57 0.65 2.20 -------- -------- -------- -------- -------- Total From Investment Operations (0.87) 0.98 0.62 0.66 2.21 -------- -------- -------- -------- -------- Distributions From Net Investment Income (0.05) (0.04) (0.03) (0.03) (0.01) From Net Realized Gains (0.91) (0.51) (0.72) (1.05) (0.08) -------- -------- -------- -------- -------- Total Distributions (0.96) (0.55) (0.75) (1.08) (0.09) -------- -------- -------- -------- -------- Net Asset Value, End of Period $5.78 $7.61 $7.18 $7.31 $7.73 ======== ======== ======== ======== ======== TOTAL RETURN(2) (12.41)% 13.78% 8.81% 8.93% 39.51% RATIOS/SUPPLEMENTAL DATA Ratio of Operating Expenses to Average Net Assets 2.00% 1.99% 1.99% 1.99% 2.00% Ratio of Net Investment Income (Loss) to Average Net Assets 0.65% 0.58% 0.71% 0.16% 0.26% Portfolio Turnover Rate 152% 140% 134% 130% 122% Net Assets, End of Period (in thousands) $5,601 $7,740 $7,129 $5,059 $2,656 (1) Computed using average shares outstanding throughout the period. (2) Total return assumes reinvestment of net investment income and capital gains distributions, if any, and does not reflect applicable sales charges. The total return of the classes may not precisely reflect the class expense differences because of the impact of calculating the net asset values to two decimal places. If net asset values were calculated to three decimal places, the total return differences would more closely reflect the class expense differences. The calculation of net asset values to two decimal places is made in accordance with SEC guidelines and does not result in any gain or loss of value between one class and another. See Notes to Financial Statements. - ------ 52 Value C Class For a Share Outstanding Throughout the Years Ended March 31 2008 2007 2006 2005 2004 PER-SHARE DATA Net Asset Value, Beginning of Period $7.56 $7.14 $7.27 $7.70 $5.58 ------- ------- ------- ------- ------- Income From Investment Operations Net Investment Income (Loss)(1) 0.05 0.04 0.05 0.01 0.02 Net Realized and Unrealized Gain (Loss) (0.91) 0.93 0.57 0.64 2.19 ------- ------- ------- ------- ------- Total From Investment Operations (0.86) 0.97 0.62 0.65 2.21 ------- ------- ------- ------- ------- Distributions From Net Investment Income (0.05) (0.04) (0.03) (0.03) (0.01) From Net Realized Gains (0.91) (0.51) (0.72) (1.05) (0.08) ------- ------- ------- ------- ------- Total Distributions (0.96) (0.55) (0.75) (1.08) (0.09) ------- ------- ------- ------- ------- Net Asset Value, End of Period $5.74 $7.56 $7.14 $7.27 $7.70 ======= ======= ======= ======= ======= TOTAL RETURN(2) (12.36)% 13.71% 8.87% 8.84% 39.73% RATIOS/SUPPLEMENTAL DATA Ratio of Operating Expenses to Average Net Assets 2.00% 1.99% 1.99% 1.99% 2.00% Ratio of Net Investment Income (Loss) to Average Net Assets 0.65% 0.58% 0.71% 0.16% 0.26% Portfolio Turnover Rate 152% 140% 134% 130% 122% Net Assets, End of Period (in thousands) $11,532 $22,274 $19,259 $13,885 $6,613 (1) Computed using average shares outstanding throughout the period. (2) Total return assumes reinvestment of net investment income and capital gains distributions, if any, and does not reflect applicable sales charges. The total return of the classes may not precisely reflect the class expense differences because of the impact of calculating the net asset values to two decimal places. If net asset values were calculated to three decimal places, the total return differences would more closely reflect the class expense differences. The calculation of net asset values to two decimal places is made in accordance with SEC guidelines and does not result in any gain or loss of value between one class and another. See Notes to Financial Statements. - ------ 53 Value R Class For a Share Outstanding Throughout the Years Ended March 31 (except as noted) 2008 2007 2006(1) PER-SHARE DATA Net Asset Value, Beginning of Period $7.61 $7.18 $7.60 -------- -------- -------- Income From Investment Operations Net Investment Income (Loss)(2) 0.09 0.08 0.06 Net Realized and Unrealized Gain (Loss) (0.92) 0.94 0.29 -------- -------- -------- Total From Investment Operations (0.83) 1.02 0.35 -------- -------- -------- Distributions From Net Investment Income (0.09) (0.08) (0.05) From Net Realized Gains (0.91) (0.51) (0.72) -------- -------- -------- Total Distributions (1.00) (0.59) (0.77) -------- -------- -------- Net Asset Value, End of Period $5.78 $7.61 $7.18 ======== ======== ======== TOTAL RETURN(3) (11.98)% 14.34% 4.99% RATIOS/SUPPLEMENTAL DATA Ratio of Operating Expenses to Average Net Assets 1.50% 1.49% 1.49%(4) Ratio of Net Investment Income (Loss) to Average Net Assets 1.15% 1.08% 1.17%(4) Portfolio Turnover Rate 152% 140% 134%(5) Net Assets, End of Period (in thousands) $1,625 $331 $43 (1) July 29, 2005 (commencement of sale) through March 31, 2006. (2) Computed using average shares outstanding throughout the period. (3) Total return assumes reinvestment of net investment income and capital gains distributions, if any. Total returns for periods less than one year are not annualized. The total return of the classes may not precisely reflect the class expense differences because of the impact of calculating the net asset values to two decimal places. If net asset values were calculated to three decimal places, the total return differences would more closely reflect the class expense differences. The calculation of net asset values to two decimal places is made in accordance with SEC guidelines and does not result in any gain or loss of value between one class and another. (4) Annualized. (5) Portfolio turnover is calculated at the fund level. Percentage indicated was calculated for the year ended March 31, 2006. See Notes to Financial Statements. - ------ 54 Large Company Value Investor Class For a Share Outstanding Throughout the Years Ended March 31 2008 2007 2006 2005 2004 PER-SHARE DATA Net Asset Value, Beginning of Period $7.55 $6.72 $6.39 $5.89 $4.29 -------- -------- -------- -------- -------- Income From Investment Operations Net Investment Income (Loss)(1) 0.14 0.13 0.12 0.12 0.09 Net Realized and Unrealized Gain (Loss) (0.85) 0.89 0.47 0.51 1.59 -------- -------- -------- -------- -------- Total From Investment Operations (0.71) 1.02 0.59 0.63 1.68 -------- -------- -------- -------- -------- Distributions From Net Investment Income (0.15) (0.13) (0.11) (0.11) (0.08) From Net Realized Gains (0.21) (0.06) (0.15) (0.02) -- -------- -------- -------- -------- -------- Total Distributions (0.36) (0.19) (0.26) (0.13) (0.08) -------- -------- -------- -------- -------- Net Asset Value, End of Period $6.48 $7.55 $6.72 $6.39 $5.89 ======== ======== ======== ======== ======== TOTAL RETURN(2) (9.88)% 15.37% 9.44% 10.73% 39.34% RATIOS/SUPPLEMENTAL DATA Ratio of Operating Expenses to Average Net Assets 0.83% 0.83% 0.84% 0.87% 0.90% Ratio of Net Investment Income (Loss) to Average Net Assets 1.93% 1.86% 1.75% 1.90% 1.58% Portfolio Turnover Rate 18% 12% 16% 18% 14% Net Assets, End of Period (in thousands) $1,251,631 $1,498,119 $1,112,858 $659,277 $350,516 (1) Computed using average shares outstanding throughout the period. (2) Total return assumes reinvestment of net investment income and capital gains distributions, if any. The total return of the classes may not precisely reflect the class expense differences because of the impact of calculating the net asset values to two decimal places. If net asset values were calculated to three decimal places, the total return differences would more closely reflect the class expense differences. The calculation of net asset values to two decimal places is made in accordance with SEC guidelines and does not result in any gain or loss of value between one class and another. See Notes to Financial Statements. - ------ 55 Large Company Value Institutional Class For a Share Outstanding Throughout the Years Ended March 31 2008 2007 2006 2005 2004 PER-SHARE DATA Net Asset Value, Beginning of Period $7.55 $6.72 $6.39 $5.89 $4.29 -------- -------- -------- -------- -------- Income From Investment Operations Net Investment Income (Loss)(1) 0.16 0.15 0.13 0.13 0.10 Net Realized and Unrealized Gain (Loss) (0.86) 0.88 0.47 0.51 1.59 -------- -------- -------- -------- -------- Total From Investment Operations (0.70) 1.03 0.60 0.64 1.69 -------- -------- -------- -------- -------- Distributions From Net Investment Income (0.16) (0.14) (0.12) (0.12) (0.09) From Net Realized Gains (0.21) (0.06) (0.15) (0.02) -- -------- -------- -------- -------- -------- Total Distributions (0.37) (0.20) (0.27) (0.14) (0.09) -------- -------- -------- -------- -------- Net Asset Value, End of Period $6.48 $7.55 $6.72 $6.39 $5.89 ======== ======== ======== ======== ======== TOTAL RETURN(2) (9.70)% 15.60% 9.65% 10.94% 39.61% RATIOS/SUPPLEMENTAL DATA Ratio of Operating Expenses to Average Net Assets 0.63% 0.63% 0.64% 0.67% 0.70% Ratio of Net Investment Income (Loss) to Average Net Assets 2.13% 2.06% 1.95% 2.10% 1.78% Portfolio Turnover Rate 18% 12% 16% 18% 14% Net Assets, End of Period (in thousands) $540,297 $587,012 $527,109 $438,518 $151,622 (1) Computed using average shares outstanding throughout the period. (2) Total return assumes reinvestment of net investment income and capital gains distributions, if any. The total return of the classes may not precisely reflect the class expense differences because of the impact of calculating the net asset values to two decimal places. If net asset values were calculated to three decimal places, the total return differences would more closely reflect the class expense differences. The calculation of net asset values to two decimal places is made in accordance with SEC guidelines and does not result in any gain or loss of value between one class and another. See Notes to Financial Statements. - ------ 56 Large Company Value A Class(1) For a Share Outstanding Throughout the Years Ended March 31 2008 2007 2006 2005 2004 PER-SHARE DATA Net Asset Value, Beginning of Period $7.55 $6.72 $6.39 $5.89 $4.29 -------- -------- -------- -------- -------- Income From Investment Operations Net Investment Income (Loss)(2) 0.12 0.12 0.10 0.10 0.07 Net Realized and Unrealized Gain (Loss) (0.86) 0.88 0.47 0.51 1.60 -------- -------- -------- -------- -------- Total From Investment Operations (0.74) 1.00 0.57 0.61 1.67 -------- -------- -------- -------- -------- Distributions From Net Investment Income (0.13) (0.11) (0.09) (0.09) (0.07) From Net Realized Gains (0.21) (0.06) (0.15) (0.02) -- -------- -------- -------- -------- -------- Total Distributions (0.34) (0.17) (0.24) (0.11) (0.07) -------- -------- -------- -------- -------- Net Asset Value, End of Period $6.47 $7.55 $6.72 $6.39 $5.89 ======== ======== ======== ======== ======== TOTAL RETURN(3) (10.24)% 15.08% 9.17% 10.45% 38.99% RATIOS/SUPPLEMENTAL DATA Ratio of Operating Expenses to Average Net Assets 1.08% 1.08% 1.09% 1.12% 1.15% Ratio of Net Investment Income (Loss) to Average Net Assets 1.68% 1.61% 1.50% 1.65% 1.33% Portfolio Turnover Rate 18% 12% 16% 18% 14% Net Assets, End of Period (in thousands) $373,078 $282,930 $184,601 $104,612 $19,265 (1) Prior to December 3, 2007, the A Class was referred to as the Advisor Class. (2) Computed using average shares outstanding throughout the period. (3) Total return assumes reinvestment of net investment income and capital gains distributions, if any, and does not reflect applicable sales charges. The total return of the classes may not precisely reflect the class expense differences because of the impact of calculating the net asset values to two decimal places. If net asset values were calculated to three decimal places, the total return differences would more closely reflect the class expense differences. The calculation of net asset values to two decimal places is made in accordance with SEC guidelines and does not result in any gain or loss of value between one class and another. See Notes to Financial Statements. - ------ 57 Large Company Value B Class For a Share Outstanding Throughout the Years Ended March 31 2008 2007 2006 2005 2004 PER-SHARE DATA Net Asset Value, Beginning of Period $7.57 $6.74 $6.41 $5.91 $4.29 -------- -------- -------- -------- -------- Income From Investment Operations Net Investment Income (Loss)(1) 0.07 0.06 0.05 0.05 0.03 Net Realized and Unrealized Gain (Loss) (0.87) 0.89 0.47 0.52 1.62 -------- -------- -------- -------- -------- Total From Investment Operations (0.80) 0.95 0.52 0.57 1.65 -------- -------- -------- -------- -------- Distributions From Net Investment Income (0.07) (0.06) (0.04) (0.05) (0.03) From Net Realized Gains (0.21) (0.06) (0.15) (0.02) -- -------- -------- -------- -------- -------- Total Distributions (0.28) (0.12) (0.19) (0.07) (0.03) -------- -------- -------- -------- -------- Net Asset Value, End of Period $6.49 $7.57 $6.74 $6.41 $5.91 ======== ======== ======== ======== ======== TOTAL RETURN(2) (10.88)% 14.18% 8.33% 9.59% 38.41% RATIOS/SUPPLEMENTAL DATA Ratio of Operating Expenses to Average Net Assets 1.83% 1.83% 1.84% 1.87% 1.90% Ratio of Net Investment Income (Loss) to Average Net Assets 0.93% 0.86% 0.75% 0.90% 0.58% Portfolio Turnover Rate 18% 12% 16% 18% 14% Net Assets, End of Period (in thousands) $12,965 $17,374 $15,954 $13,009 $5,642 (1) Computed using average shares outstanding throughout the period. (2) Total return assumes reinvestment of net investment income and capital gains distributions, if any, and does not reflect applicable sales charges. The total return of the classes may not precisely reflect the class expense differences because of the impact of calculating the net asset values to two decimal places. If net asset values were calculated to three decimal places, the total return differences would more closely reflect the class expense differences. The calculation of net asset values to two decimal places is made in accordance with SEC guidelines and does not result in any gain or loss of value between one class and another. See Notes to Financial Statements. - ------ 58 Large Company Value C Class For a Share Outstanding Throughout the Years Ended March 31 2008 2007 2006 2005 2004 PER-SHARE DATA Net Asset Value, Beginning of Period $7.55 $6.72 $6.39 $5.89 $4.28 -------- -------- -------- -------- -------- Income From Investment Operations Net Investment Income (Loss)(1) 0.07 0.06 0.05 0.05 0.03 Net Realized and Unrealized Gain (Loss) (0.87) 0.89 0.47 0.52 1.61 -------- -------- -------- -------- -------- Total From Investment Operations (0.80) 0.95 0.52 0.57 1.64 -------- -------- -------- -------- -------- Distributions From Net Investment Income (0.07) (0.06) (0.04) (0.05) (0.03) From Net Realized Gains (0.21) (0.06) (0.15) (0.02) -- -------- -------- -------- -------- -------- Total Distributions (0.28) (0.12) (0.19) (0.07) (0.03) -------- -------- -------- -------- -------- Net Asset Value, End of Period $6.47 $7.55 $6.72 $6.39 $5.89 ======== ======== ======== ======== ======== TOTAL RETURN(2) (10.91)% 14.22% 8.35% 9.62% 38.27% RATIOS/SUPPLEMENTAL DATA Ratio of Operating Expenses to Average Net Assets 1.83% 1.83% 1.84% 1.87% 1.90% Ratio of Net Investment Income (Loss) to Average Net Assets 0.93% 0.86% 0.75% 0.90% 0.58% Portfolio Turnover Rate 18% 12% 16% 18% 14% Net Assets, End of Period (in thousands) $51,775 $71,792 $61,682 $40,789 $11,030 (1) Computed using average shares outstanding throughout the period. (2) Total return assumes reinvestment of net investment income and capital gains distributions, if any, and does not reflect applicable sales charges. The total return of the classes may not precisely reflect the class expense differences because of the impact of calculating the net asset values to two decimal places. If net asset values were calculated to three decimal places, the total return differences would more closely reflect the class expense differences. The calculation of net asset values to two decimal places is made in accordance with SEC guidelines and does not result in any gain or loss of value between one class and another. See Notes to Financial Statements. - ------ 59 Large Company Value R Class For a Share Outstanding Throughout the Years Ended March 31 (except as noted) 2008 2007 2006 2005 2004(1) PER-SHARE DATA Net Asset Value, Beginning of Period $7.56 $6.72 $6.39 $5.89 $5.18 -------- -------- -------- -------- -------- Income From Investment Operations Net Investment Income (Loss)(2) 0.11 0.10 0.09 0.09 0.03 Net Realized and Unrealized Gain (Loss) (0.87) 0.89 0.47 0.51 0.72 -------- -------- -------- -------- -------- Total From Investment Operations (0.76) 0.99 0.56 0.60 0.75 -------- -------- -------- -------- -------- Distributions From Net Investment Income (0.11) (0.09) (0.08) (0.08) (0.04) From Net Realized Gains (0.21) (0.06) (0.15) (0.02) -- -------- -------- -------- -------- -------- Total Distributions (0.32) (0.15) (0.23) (0.10) (0.04) -------- -------- -------- -------- -------- Net Asset Value, End of Period $6.48 $7.56 $6.72 $6.39 $5.89 ======== ======== ======== ======== ======== TOTAL RETURN(3) (10.45)% 14.95% 8.90% 10.17% 14.63% RATIOS/SUPPLEMENTAL DATA Ratio of Operating Expenses to Average Net Assets 1.33% 1.33% 1.34% 1.33%(4) 1.40%(5) Ratio of Net Investment Income (Loss) to Average Net Assets 1.43% 1.36% 1.25% 1.44%(4) 0.77%(5) Portfolio Turnover Rate 18% 12% 16% 18% 14%(6) Net Assets, End of Period (in thousands) $16,675 $17,765 $10,984 $2,143 $168 (1) August 29, 2003 (commencement of sale) through March 31, 2004. (2) Computed using average shares outstanding throughout the period. (3) Total return assumes reinvestment of net investment income and capital gains distributions, if any. Total returns for periods less than one year are not annualized. The total return of the classes may not precisely reflect the class expense differences because of the impact of calculating the net asset values to two decimal places. If net asset values were calculated to three decimal places, the total return differences would more closely reflect the class expense differences. The calculation of net asset values to two decimal places is made in accordance with SEC guidelines and does not result in any gain or loss of value between one class and another. (4) During the year ended March 31, 2005, the class received a partial reimbursement of its distribution and service fee. Had fees not been reimbursed, the ratio of operating expenses to average net assets and ratio of net investment income (loss) to average net assets would have been 1.37% and 1.40%, respectively. (5) Annualized. (6) Portfolio turnover is calculated at the fund level. Percentage indicated was calculated for the year ended March 31, 2004. See Notes to Financial Statements. - ------ 60 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Shareholders, American Century Capital Portfolios, Inc.: We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Equity Income Fund, Value Fund and Large Company Value Fund, three of the mutual funds constituting American Century Capital Portfolios, Inc. (the "Corporation"), as of March 31, 2008, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for the periods presented. These financial statements and financial highlights are the responsibility of the Corporation's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Corporation is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of March 31, 2008, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the respective financial positions of Equity Income Fund, Value Fund and Large Company Value Fund, three of the mutual funds of American Century Capital Portfolios, Inc. as of March 31, 2008, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the financial highlights for the periods presented, in conformity with accounting principles generally accepted in the United States of America. Deloitte & Touche LLP Kansas City, Missouri May 13, 2008 - ------ 61 MANAGEMENT The individuals listed below serve as directors or officers of the funds. Each director serves until his or her successor is duly elected and qualified or until he or she retires. Mandatory retirement age for independent directors is 72. Those listed as interested directors are "interested" primarily by virtue of their engagement as directors and/or officers of, or ownership interest in, American Century Companies, Inc. (ACC) or its wholly owned, direct or indirect, subsidiaries, including the funds' investment advisor, American Century Investment Management, Inc. (ACIM); the funds' principal underwriter, American Century Investment Services, Inc. (ACIS); and the funds' transfer agent, American Century Services, LLC (ACS). The other directors (more than three-fourths of the total number) are independent; that is, they have never been employees, directors or officers of, and have no financial interest in, ACC or any of its wholly owned, direct or indirect, subsidiaries, including ACIM, ACIS and ACS. The directors serve in this capacity for seven registered investment companies in the American Century Investments family of funds. All persons named as officers of the funds also serve in similar capacities for the other 14 investment companies in the American Century Investments family of funds advised by ACIM or American Century Global Investment Management, Inc. (ACGIM), a wholly owned subsidiary of ACIM, unless otherwise noted. Only officers with policy-making functions are listed. No officer is compensated for his or her service as an officer of the funds. The listed officers are interested persons of the funds and are appointed or re-appointed on an annual basis. INTERESTED DIRECTORS JAMES E. STOWERS, JR., 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1924 POSITION(S) HELD WITH FUNDS: Director (since 1958) and Vice Chairman (since 2007) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Founder, Co-Chairman, Director and Controlling Shareholder, ACC; Co-Vice Chairman, ACC (January 2005 to February 2007); Chairman, ACC (January 1995 to December 2004); Director, ACIM, ACGIM, ACS, ACIS and other ACC subsidiaries NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66 OTHER DIRECTORSHIPS HELD BY DIRECTOR: None JONATHAN S. THOMAS, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1963 POSITION(S) HELD WITH FUNDS: Director (since 2007) and President (since 2007) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: President and Chief Executive Officer, ACC (March 2007 to present); Chief Administrative Officer, ACC (February 2006 to February 2007); Executive Vice President, ACC (November 2005 to February 2007). Also serves as: President, Chief Executive Officer and Director, ACS; Executive Vice President, ACIM and ACGIM; Director, ACIM, ACGIM, ACIS and other ACC subsidiaries. Managing Director, Morgan Stanley (March 2000 to November 2005) NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 105 OTHER DIRECTORSHIPS HELD BY DIRECTOR: None - ------ 62 INDEPENDENT DIRECTORS THOMAS A. BROWN, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1940 POSITION(S) HELD WITH FUNDS: Director (since 1980) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Managing Member, Associated Investments, LLC (real estate investment company); Managing Member, Brown Cascade Properties, LLC (real estate investment company); Retired, Area Vice President, Applied Industrial Technologies NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66 OTHER DIRECTORSHIPS HELD BY DIRECTOR: None ANDREA C. HALL, PH.D., 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1945 POSITION(S) HELD WITH FUNDS: Director (since 1997) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Retired, Advisor to the President, Midwest Research Institute NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66 OTHER DIRECTORSHIPS HELD BY DIRECTOR: None JAMES A. OLSON, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1942 POSITION(S) HELD WITH FUNDS: Director (since 2007) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Member, Plaza Belmont LLC; Chief Financial Officer, Plaza Belmont LLC (September 1999 to December 2006) NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66 OTHER DIRECTORSHIPS HELD BY DIRECTOR: Director, Saia, Inc. and Entertainment Properties Trust DONALD H. PRATT, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1937 POSITION(S) HELD WITH FUNDS: Director (since 1995) and Chairman of the Board (since 2005) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chairman and Chief Executive Officer, Western Investments, Inc.; Retired Chairman of the Board, Butler Manufacturing Company NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66 OTHER DIRECTORSHIPS HELD BY DIRECTOR: None GALE E. SAYERS, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1943 POSITION(S) HELD WITH FUNDS: Director (since 2000) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: President, Chief Executive Officer and Founder, Sayers40, Inc., a technology products and services provider NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66 OTHER DIRECTORSHIPS HELD BY DIRECTOR: None M. JEANNINE STRANDJORD, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1945 POSITION(S) HELD WITH FUNDS: Director (since 1994) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Retired, formerly Senior Vice President, Sprint Corporation NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66 OTHER DIRECTORSHIPS HELD BY DIRECTOR: Director, DST Systems, Inc.; Director, Euronet Worldwide, Inc.; Director, Charming Shoppes, Inc. - ------ 63 OFFICERS BARRY FINK, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1955 POSITION(S) HELD WITH FUNDS: Executive Vice President (since 2007) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chief Operating Officer and Executive Vice President, ACC (September 2007 to present); President, ACS (October 2007 to present); Managing Director, Morgan Stanley (2000 to 2007); Global General Counsel, Morgan Stanley (2000 to 2006). Also serves as: Director, ACC, ACS, ACIS and other ACC subsidiaries MARYANNE ROEPKE, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1956 POSITION(S) HELD WITH FUNDS: Chief Compliance Officer (since 2006) and Senior Vice President (since 2000) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chief Compliance Officer, ACIM, ACGIM and ACS (August 2006 to present); Assistant Treasurer, ACC (January 1995 to August 2006); and Treasurer and Chief Financial Officer, various American Century Investments funds (July 2000 to August 2006). Also serves as: Senior Vice President, ACS CHARLES A. ETHERINGTON, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1957 POSITION(S) HELD WITH FUNDS: General Counsel (since 2007) and Senior Vice President (since 2006) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Attorney, ACC (February 1994 to present); Vice President, ACC (November 2005 to present); General Counsel, ACC (March 2007 to present). Also serves as: General Counsel, ACIM, ACGIM, ACS, ACIS and other ACC subsidiaries; and Senior Vice President, ACIM, ACGIM and ACS ROBERT LEACH, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1966 POSITION(S) HELD WITH FUNDS: Vice President, Treasurer and Chief Financial Officer (all since 2006) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Vice President, ACS (February 2000 to present) and Controller, various American Century Investments funds (1997 to September 2006) JON ZINDEL, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1967 POSITION(S) HELD WITH FUNDS: Tax Officer (since 1998) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chief Financial Officer and Chief Accounting Officer, ACC (March 2007 to present); Vice President, ACC (October 2001 to present); Vice President, certain ACC subsidiaries (October 2001 to August 2006); Vice President, Corporate Tax, ACS (April 1998 to August 2006). Also serves as: Chief Financial Officer, Chief Accounting Officer and Senior Vice President, ACIM, ACGIM, ACS and other ACC subsidiaries; and Chief Accounting Officer and Senior Vice President, ACIS The SAI has additional information about the funds' directors and is available without charge, upon request, by calling 1-800-345-2021. - ------ 64 ADDITIONAL INFORMATION RETIREMENT ACCOUNT INFORMATION As required by law, any distributions you receive from an IRA or certain 403(b), 457 and qualified plans [those not eligible for rollover to an IRA or to another qualified plan] are subject to federal income tax withholding, unless you elect not to have withholding apply. Tax will be withheld on the total amount withdrawn even though you may be receiving amounts that are not subject to withholding, such as nondeductible contributions. In such case, excess amounts of withholding could occur. You may adjust your withholding election so that a greater or lesser amount will be withheld. If you don't want us to withhold on this amount, you must notify us to not withhold the federal income tax. Even if you plan to roll over the amount you withdraw to another tax-deferred account, the withholding rate still applies to the withdrawn amount unless we have received notice not to withhold federal income tax prior to the withdrawal. You may notify us in writing or in certain situations by telephone or through other electronic means. You have the right to revoke your withholding election at any time and any election you make may remain in effect until revoked by filing a new election. Remember, even if you elect not to have income tax withheld, you are liable for paying income tax on the taxable portion of your withdrawal. If you elect not to have income tax withheld or you don't have enough income tax withheld, you may be responsible for payment of estimated tax. You may incur penalties under the estimated tax rules if your withholding and estimated tax payments are not sufficient. State tax will be withheld if, at the time of your distribution, your address is within one of the mandatory withholding states and you have federal income tax withheld. State taxes will be withheld from your distribution in accordance with the respective state rules. PROXY VOTING GUIDELINES American Century Investment Management, Inc., the funds' investment advisor, is responsible for exercising the voting rights associated with the securities purchased and/or held by the funds. A description of the policies and procedures the advisor uses in fulfilling this responsibility is available without charge, upon request, by calling 1-800-345-2021. It is also available on American Century's website at americancentury.com and on the Securities and Exchange Commission's website at sec.gov. Information regarding how the investment advisor voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on the "About Us" page at americancentury.com. It is also available at sec.gov. QUARTERLY PORTFOLIO DISCLOSURE The funds file their complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year on Form N-Q. The funds' Forms N-Q are available on the SEC's website at sec.gov, and may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The funds also make their complete schedule of portfolio holdings for the most recent quarter of their fiscal year available on their website at americancentury.com and, upon request, by calling 1-800-345-2021. - ------ 65 INDEX DEFINITIONS The following indices are used to illustrate investment market, sector, or style performance or to serve as fund performance comparisons. They are not investment products available for purchase. The LIPPER EQUITY INCOME FUNDS INDEX is an equally-weighted index of, typically, the 30 largest equity income mutual funds that purchase securities of companies of all market capitalizations. The LIPPER MULTI-CAP VALUE FUNDS INDEX is an equally-weighted index of, typically, the 30 largest mutual funds that use a value investment strategy to purchase securities of companies of all market capitalizations. The RUSSELL 1000® INDEX is a market-capitalization weighted, large-cap index created by Frank Russell Company to measure the performance of the 1,000 largest companies in the Russell 3000 Index (the 3,000 largest publicly traded U.S. companies, based on total market capitalization). The RUSSELL 1000® GROWTH INDEX measures the performance of those Russell 1000 Index companies (the 1,000 largest of the 3,000 largest publicly traded U.S. companies, based on total market capitalization) with higher price-to-book ratios and higher forecasted growth values. The RUSSELL 1000® VALUE INDEX measures the performance of those Russell 1000 Index companies (the 1,000 largest of the 3,000 largest publicly traded U.S. companies, based on total market capitalization) with lower price-to-book ratios and lower forecasted growth values. The RUSSELL 2000® INDEX is a market-capitalization weighted index created by Frank Russell Company to measure the performance of the 2,000 smallest of the 3,000 largest publicly traded U.S. companies, based on total market capitalization. The RUSSELL 2000® GROWTH INDEX measures the performance of those Russell 2000 Index companies (the 2,000 smallest of the 3,000 largest publicly traded U.S. companies, based on total market capitalization) with higher price-to-book ratios and higher forecasted growth values. The RUSSELL 2000® VALUE INDEX measures the performance of those Russell 2000 Index companies (the 2,000 smallest of the 3,000 largest publicly traded U.S. companies, based on total market capitalization) with lower price-to-book ratios and lower forecasted growth values. The RUSSELL 3000® INDEX measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market. The RUSSELL 3000® VALUE INDEX measures the performance of those Russell 3000 Index companies (the 3,000 largest U.S. companies based on total market capitalization) with lower price-to-book ratios and lower forecasted growth values. - ------ 66 The RUSSELL MIDCAP® INDEX measures the performance of the 800 smallest of the 1,000 largest publicly traded U.S. companies, based on total market capitalization. The RUSSELL MIDCAP® GROWTH INDEX measures the performance of those Russell Midcap Index companies (the 800 smallest of the 1,000 largest publicly traded U.S. companies, based on total market capitalization) with higher price-to-book ratios and higher forecasted growth values. The RUSSELL MIDCAP® VALUE INDEX measures the performance of those Russell Midcap Index companies (the 800 smallest of the 1,000 largest publicly traded U.S. companies, based on total market capitalization) with lower price-to-book ratios and lower forecasted growth values. The S&P 500 INDEX is a market value-weighted index of the stocks of 500 publicly traded U.S. companies chosen for market size, liquidity, and industry group representation that are considered to be leading firms in dominant industries. Each stock's weight in the index is proportionate to its market value. Created by Standard & Poor's, it is considered to be a broad measure of U.S. stock market performance. - ------ 67 NOTES - ------ 68 [back cover] [american century investments logo and text logo ®] CONTACT US AMERICANCENTURY.COM AUTOMATED INFORMATION LINE . . . . . . . . . . . . . . . . 1-800-345-8765 INVESTOR SERVICES REPRESENTATIVE . . . . . . . . . . . . . 1-800-345-2021 or 816-531-5575 INVESTORS USING ADVISORS . . . . . . . . . . . . . . . . . 1-800-378-9878 BUSINESS, NOT-FOR-PROFIT, EMPLOYER-SPONSORED RETIREMENT PLANS . . . . . . . . . . . . 1-800-345-3533 BANKS AND TRUST COMPANIES, BROKER-DEALERS, FINANCIAL PROFESSIONALS, INSURANCE COMPANIES. . . . . . . . 1-800-345-6488 TELECOMMUNICATIONS DEVICE FOR THE DEAF. . . . . . . . . . . 1-800-634-4113 AMERICAN CENTURY CAPITAL PORTFOLIOS, INC. INVESTMENT ADVISOR: American Century Investment Management, Inc. Kansas City, Missouri This report and the statements it contains are submitted for the general information of our shareholders. The report is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. American Century Investments P.O. Box 419200 Kansas City, MO 64141-6200 PRSRT STD U.S. POSTAGE PAID AMERICAN CENTURY COMPANIES American Century Investment Services, Inc., Distributor ©2008 American Century Proprietary Holdings, Inc. All rights reserved. 0805 CL-ANN-60044S
[front cover] ANNUAL REPORT MARCH 31, 2008 [american century investments logo and text logo ®] AMERICAN CENTURY INVESTMENTS EQUITY INDEX FUND PRESIDENT'S LETTER JONATHAN THOMAS [photo of Jonathan Thomas] Dear Investor, At American Century Investments®, we are committed to helping you reach your financial goals. Your success is the ultimate measure of our performance. That's why we focus on achieving superior investment results and building long-term relationships with investors like you. Part of that relationship is to clearly communicate investment results and what influenced them. To help you monitor your investment with us, we take pride in providing you with the annual report for the American Century® Equity Index Fund for the 12 months ended March 31, 2008. We also recommend our website, americancentury.com, where we provide company news, quarterly portfolio commentaries, investment views, and other useful information about portfolio strategy, personal finance, government policy, and the markets. As noted on the website, 2008 marks our 50th year. Since 1958, we've worked for you with integrity, always striving to make wise decisions with your interests as our guide. Fifty years also means that we've met the challenges of previous recessionary cycles. As we've crossed those hurdles and earned your trust, our assets under management have grown to close to $100 billion, putting us in the top 5% of our industry. This growth has given us the resources to offer a wide array of financial products and services, including a well-diversified line-up of portfolios that provide you with many choices in these turbulent times. Our investment discipline and integrity are important features of our portfolios. For example, our fixed-income investment team anticipated the current credit squeeze. Instead of chasing higher yields and adding leveraged exposure as the credit bubble inflated, the team minimized our portfolios' direct exposure to subprime-related debt, preserving investors' hard-earned capital. The team also positioned the portfolios to capitalize on opportunities, including attractive high-quality securities discarded by investors with liquidity needs. We'll continue to work hard to earn your trust. Thank you for your continued support. Sincerely, /s/Jonathan Thomas Jonathan S. Thomas President and Chief Executive Officer American Century Investments TABLE OF CONTENTS Market Perspective. . . . . . . . . . . . . . . . . . . . . . . . . . 2 U.S. Stock Index Returns . . . . . . . . . . . . . . . . . . . . . . 2 EQUITY INDEX Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Portfolio Commentary. . . . . . . . . . . . . . . . . . . . . . . . . 5 Top Ten Holdings . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Top Five Industries. . . . . . . . . . . . . . . . . . . . . . . . . 6 Types of Investments in Portfolio. . . . . . . . . . . . . . . . . . 6 Shareholder Fee Example . . . . . . . . . . . . . . . . . . . . . . . 7 Schedule of Investments . . . . . . . . . . . . . . . . . . . . . . . 9 FINANCIAL STATEMENTS Statement of Assets and Liabilities . . . . . . . . . . . . . . . . . 17 Statement of Operations . . . . . . . . . . . . . . . . . . . . . . . 18 Statement of Changes in Net Assets. . . . . . . . . . . . . . . . . . 19 Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . 20 Financial Highlights. . . . . . . . . . . . . . . . . . . . . . . . . 25 Report of Independent Registered Public Accounting Firm . . . . . . . 27 OTHER INFORMATION Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 Additional Information. . . . . . . . . . . . . . . . . . . . . . . . 31 Index Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . 32 The opinions expressed in the Market Perspective and the Portfolio Commentary reflect those of the portfolio management team as of the date of the report, and do not necessarily represent the opinions of American Century or any other person in the American Century organization. Any such opinions are subject to change at any time based upon market or other conditions and American Century disclaims any responsibility to update such opinions. These opinions may not be relied upon as investment advice and, because investment decisions made by American Century funds are based on numerous factors, may not be relied upon as an indication of trading intent on behalf of any American Century fund. Security examples are used for representational purposes only and are not intended as recommendations to purchase or sell securities. Performance information for comparative indices and securities is provided to American Century by third party vendors. To the best of American Century's knowledge, such information is accurate at the time of printing. MARKET PERSPECTIVE [photo of Chief Investment Officer] By Enrique Chang, Chief Investment Officer, American Century Investments ECONOMIC AND SUBPRIME TURMOIL SANK STOCKS The broad U.S. equity indexes declined for the 12 months ended March 31, 2008, as the market environment changed dramatically. Stocks began the period on an upward trajectory, boosted by better-than-expected earnings and robust merger activity. However, the market reversed course in mid-2007 as the bursting of the housing market bubble led to a meltdown in the subprime lending industry and a liquidity crunch in the credit markets. Tighter lending standards brought an end to the easy credit that fueled the merger and leveraged buy-out boom of the past few years, and the economy threatened to tip into recession amid sluggish job growth and weaker consumer spending. The Federal Reserve (the Fed) responded aggressively, cutting short-term interest rates six times between September 2007 and March 2008 and injecting liquidity into the financial system to provide some relief to the credit markets. But the Fed's game plan was complicated by persistently high energy and food prices, which led to concerns about rising inflation. These exceptional events triggered unusually high levels of financial market volatility. Several of the major U.S. stock indexes hit all-time highs, then suffered their first 10% correction since 2003. The first quarter of 2008 brought the worst quarterly performance for stocks in nearly six years as the credit crunch deepened and a recession loomed. LARGE-CAP AND GROWTH LED THE WAY While stocks fell across the board, large-cap shares held up the best, while small-cap stocks experienced the largest declines (see the accompanying table). Growth-oriented issues outpaced value stocks across all market capitalizations, though value outperformed during the final three months of the period. By far, energy stocks generated the best returns as the price of oil soared by 54% during the period, peaking at a record high of more than $110 a barrel. Consumer staples stocks, which tend to hold up well in a weaker economic environment, also delivered strong results. The financials and consumer discretionary sectors sustained the largest losses. U.S. Stock Index Returns For the 12 months ended March 31, 2008 RUSSELL 1000 INDEX (LARGE-CAP) -5.40% Russell 1000 Growth Index -0.75% Russell 1000 Value Index -9.99% RUSSELL MIDCAP INDEX -8.92% Russell Midcap Growth Index -4.55% Russell Midcap Value Index -14.12% RUSSELL 2000 INDEX (SMALL-CAP) -13.00% Russell 2000 Growth Index -8.94% Russell 2000 Value Index -16.88% - ------ 2 PERFORMANCE Equity Index Total Returns as of March 31, 2008 Average Annual Returns Since Inception 1 year 5 years Inception Date INVESTOR CLASS -5.46% 10.76% 1.90% 2/26/99 S&P 500 INDEX(1) -5.08% 11.32% 2.39% -- Institutional Class -5.27% 10.98% 2.10% 2/26/99 (1) Data provided by Lipper Inc. -- A Reuters Company. ©2008 Reuters. All rights reserved. Any copying, republication or redistribution of Lipper content, including by caching, framing or similar means, is expressly prohibited without the prior written consent of Lipper. Lipper shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon. The data contained herein has been obtained from company reports, financial reporting services, periodicals and other resources believed to be reliable. Although carefully verified, data on compilations is not guaranteed by Lipper and may be incomplete. No offer or solicitations to buy or sell any of the securities herein is being made by Lipper. Data presented reflect past performance. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance shown. Investment return and principal value will fluctuate, and redemption value may be more or less than original cost. To obtain performance data current to the most recent month end, please call 1-800-345-2021 or visit americancentury.com. Unless otherwise indicated, performance reflects Investor Class shares; performance for other share classes will vary due to differences in fee structure. For information about other share classes available, please consult the prospectus. Data assumes reinvestment of dividends and capital gains, and none of the charts reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Returns for the index are provided for comparison. The fund's total returns include operating expenses (such as transaction costs and management fees) that reduce returns, while the total returns of the index do not. - ------ 3 Equity Index Growth of $10,000 Over Life of Class $10,000 investment made February 26, 1999
One-Year Returns Over Life of Class Periods ended March 31 1999* 2000 2001 2002 2003 2004 2005 2006 2007 2008 Investor Class 4.00% 17.17% -22.04% -0.16% -25.02% 34.27% 6.04% 11.36% 11.28% -5.46% S&P 500 Index 4.00% 17.94% -21.68% 0.24% -24.76% 35.12% 6.69% 11.73% 11.83% -5.08% *From 2/26/99, the Investor Class's inception date. Not annualized. Data presented reflect past performance. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance shown. Investment return and principal value will fluctuate, and redemption value may be more or less than original cost. To obtain performance data current to the most recent month end, please call 1-800-345-2021 or visit americancentury.com. Unless otherwise indicated, performance reflects Investor Class shares; performance for other share classes will vary due to differences in fee structure. For information about other share classes available, please consult the prospectus. Data assumes reinvestment of dividends and capital gains, and none of the charts reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Returns for the index are provided for comparison. The fund's total returns include operating expenses (such as transaction costs and management fees) that reduce returns, while the total returns of the index do not. - ------ 4 PORTFOLIO COMMENTARY Equity Index Subadvisor: Northern Trust Investments, N.A. PERFORMANCE SUMMARY Equity Index returned -5.46%* for the 12 months ended March 31, 2008, compared with the -5.08% return of its benchmark, the S&P 500 Index. The portfolio's results reflected operating expenses, whereas the index return did not. FINANCIALS STRUGGLED MIGHTILY Reflecting the broad decline in the stock market, six of the ten sectors in the portfolio posted negative returns for the reporting period. Financials stocks suffered the biggest losses, declining by 28% as a group; seven of the portfolio's ten worst individual contributors to performance came from the financials sector. Significant losses resulting from subprime-related write-downs and credit market difficulties led to the sharp slide in financials stocks. The damage spread across virtually every segment of the financials sector, from financial services companies to banks to insurance firms. Financial services giant Citigroup, capital markets firm Merrill Lynch, and commercial bank Wachovia were among the biggest casualties, with each of them losing approximately half of their market value during the period. Thrifts and mortgage-finance companies, many of which had direct exposure to the subprime lending collapse, also sustained substantial declines. Examples included government-sponsored mortgage lenders Fannie Mae and Freddie Mac, as well as Washington Mutual, a thrift that is one of the nation's largest mortgage lenders. CONSUMER DISCRETIONARY AND HEALTH CARE DECLINED The only other sector of the portfolio to post double-digit declines as a group was consumer discretionary. This sector came under pressure as consumer spending weakened in the face of a slowing economy and higher fuel prices. Within the consumer discretionary sector, media stocks had the biggest negative impact on performance, led by cable companies Time Warner and Comcast. Cable operators slumped as increased competition from telecommunications firms to provide television, internet, and phone services led to weaker subscriber growth and lower profit margins. Retailers also struggled with falling sales; apparel retailer Kohl's, home improvement chain Home Depot, and coffee retailer Starbucks detracted the most from results. Top Ten Holdings as of March 31, 2008 % of net % of net assets as of assets as of 3/31/08 9/30/07 Exxon Mobil Corp. 3.9% 3.9% General Electric Co. 3.2% 3.2% AT&T Inc. 2.0% 2.0% Microsoft Corporation 1.9% 1.8% Procter & Gamble Co. (The) 1.9% 1.7% Johnson & Johnson 1.6% 1.5% Chevron Corp. 1.5% 1.5% Bank of America Corp. 1.4% 1.7% International Business Machines Corp. 1.4% 1.2% JPMorgan Chase & Co. 1.2% 1.2% * All fund returns referenced in this commentary are for Investor Class shares. - ------ 5 Equity Index One other declining sector of note was health care, where health services providers UnitedHealth Group and Wellpoint had the biggest negative impact. Both companies reported disappointing earnings amid higher-than-expected health care costs. ENERGY AND CONSUMER STAPLES ADVANCED Among the four sectors of the portfolio to produce positive returns, energy and consumer staples generated the best results. Six of the top ten performance contributors came from these two sectors. The energy stocks in the portfolio gained more than 20% as a group as oil prices surged to record highs. Although oil and gas producers Exxon Mobil (the portfolio's largest holding) and Chevron were the top individual contributors, energy services and equipment providers delivered the strongest returns, led by Schlumberger and Transocean. Consumer staples stocks attracted greater investor demand as the U.S. economy slowed. Companies in this sector tend to hold up well in a weaker economic environment because their products and services remain in demand regardless of economic conditions. Beverage makers and household products producers had the greatest positive impact on performance in the consumer staples sector. Coca-Cola and PepsiCo were the top contributors in the beverage industry as both companies benefited from robust sales overseas, particularly in emerging markets. Procter & Gamble was the leading contributor among household products stocks. OUTLOOK The investment environment is likely to remain challenging in the months ahead as credit issues and the risk of a looming recession cast a shadow over the equity markets. Given the near-term uncertainty about economic and profit growth going forward, we could see continued equity market volatility until investors are able to establish a better consensus view on how broad and deep the economic and credit challenges are. It's this kind of uncertain investment environment that reinforces the need for a broad index fund as a long-term core holding within a diversified portfolio. Top Five Industries as of March 31, 2008 % of net % of net assets as of assets as of 3/31/08 9/30/07 Oil, Gas & Consumable Fuels 10.4% 9.5% Pharmaceuticals 6.1% 6.3% Diversified Financial Services 4.3% 5.3% Insurance 4.0% 4.6% Industrial Conglomerates 4.0% 4.0% Types of Investments in Portfolio % of net % of net assets as of assets as of 3/31/08 9/30/07 Common Stocks and Futures 100.9% 103.6% Other Assets and Liabilities(1) (0.9)% (3.6)% (1) Includes securities lending collateral and other assets and liabilities. - ------ 6 SHAREHOLDER FEE EXAMPLE (UNAUDITED) Fund shareholders may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and redemption/exchange fees; and (2) ongoing costs, including management fees; distribution and service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in your fund and to compare these costs with the ongoing cost of investing in other mutual funds. The example is based on an investment of $1,000 made at the beginning of the period and held for the entire period from October 1, 2007 to March 31, 2008. ACTUAL EXPENSES The table provides information about actual account values and actual expenses for each class. You may use the information, together with the amount you invested, to estimate the expenses that you paid over the period. First, identify the share class you own. Then simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. If you hold Investor Class shares of any American Century fund, or Institutional Class shares of the American Century Diversified Bond Fund, in an American Century account (i.e., not a financial intermediary or retirement plan account), American Century may charge you a $12.50 semiannual account maintenance fee if the value of those shares is less than $10,000. We will redeem shares automatically in one of your accounts to pay the $12.50 fee. In determining your total eligible investment amount, we will include your investments in all PERSONAL ACCOUNTS (including American Century Brokerage accounts) registered under your Social Security number. PERSONAL ACCOUNTS include individual accounts, joint accounts, UGMA/UTMA accounts, personal trusts, Coverdell Education Savings Accounts and IRAs (including traditional, Roth, Rollover, SEP-, SARSEP- and SIMPLE-IRAs), and certain other retirement accounts. If you have only business, business retirement, employer-sponsored or American Century Brokerage accounts, you are currently not subject to this fee. We will not charge the fee as long as you choose to manage your accounts exclusively online. If you are subject to the Account Maintenance Fee, your account value could be reduced by the fee amount. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The table also provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio of each class of your fund and an assumed rate of return of 5% per year before expenses, which is not the actual return of a fund's share class. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption/exchange fees. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. - ------ 7 Beginning Expenses Paid Account Ending During Period* Annualized Value Account Value 10/1/07 - Expense 10/1/07 3/31/08 3/31/08 Ratio* ACTUAL Investor Class $1,000 $873.60 $2.30 0.49% Institutional Class $1,000 $873.10 $1.36 0.29% HYPOTHETICAL Investor Class $1,000 $1,022.55 $2.48 0.49% Institutional Class $1,000 $1,023.55 $1.47 0.29% * Expenses are equal to the class's annualized expense ratio listed in the table above, multiplied by the average account value over the period, multiplied by 183, the number of days in the most recent fiscal half-year, divided by 366, to reflect the one-half year period. - ------ 8 SCHEDULE OF INVESTMENTS Equity Index MARCH 31, 2008 Shares Value Common Stocks -- 98.8% AEROSPACE & DEFENSE -- 2.9% 53,063 Boeing Co. $ 3,946,295 27,777 General Dynamics Corp. 2,315,768 8,671 Goodrich Corporation 498,669 51,444 Honeywell International Inc. 2,902,470 8,653 L-3 Communications Holdings, Inc. 946,119 23,858 Lockheed Martin Corp. 2,369,099 23,271 Northrop Grumman Corp. 1,810,717 9,572 Precision Castparts Corp. 977,110 29,617 Raytheon Co. 1,913,554 11,266 Rockwell Collins 643,852 68,723 United Technologies Corp. 4,729,518 ------------ 23,053,171 ------------ AIR FREIGHT & LOGISTICS -- 1.1% 11,672 C.H. Robinson Worldwide Inc. 634,957 14,700 Expeditors International of Washington, Inc. 664,146 21,369 FedEx Corp. 1,980,265 72,423 United Parcel Service, Inc. Cl B 5,288,327 ------------ 8,567,695 ------------ AIRLINES -- 0.1% 50,629 Southwest Airlines Co. 627,800 ------------ AUTO COMPONENTS -- 0.2% 15,998 Goodyear Tire & Rubber Co. (The)(1) 412,748 40,931 Johnson Controls, Inc. 1,383,468 ------------ 1,796,216 ------------ AUTOMOBILES -- 0.3% 145,486 Ford Motor Co.(1) 832,180 39,023 General Motors Corp.(2) 743,388 16,625 Harley-Davidson, Inc. 623,438 ------------ 2,199,006 ------------ BEVERAGES -- 2.6% 49,641 Anheuser-Busch Companies, Inc. 2,355,465 5,941 Brown-Forman Corp. Cl B 393,413 139,614 Coca-Cola Co. (The) 8,498,305 19,658 Coca-Cola Enterprises Inc. 475,724 13,409 Constellation Brands Inc. Cl A(1) 236,937 8,834 Molson Coors Brewing Co. Cl B 464,403 9,584 Pepsi Bottling Group Inc. 324,993 110,882 PepsiCo, Inc. 8,005,681 ------------ 20,754,921 ------------ Shares Value BIOTECHNOLOGY -- 1.4% 76,218 Amgen Inc.(1) $ 3,184,388 20,192 Biogen Idec Inc.(1) 1,245,644 29,270 Celgene Corp.(1) 1,793,958 18,351 Genzyme Corp.(1) 1,367,884 65,745 Gilead Sciences, Inc.(1) 3,387,840 ------------ 10,979,714 ------------ BUILDING PRODUCTS -- 0.1% 25,390 Masco Corp. 503,484 11,750 Trane Inc. 539,325 ------------ 1,042,809 ------------ CAPITAL MARKETS -- 3.0% 13,205 American Capital Strategies Ltd.(2) 451,083 16,030 Ameriprise Financial Inc. 831,156 78,491 Bank of New York Mellon Corp. (The) 3,275,429 7,979 Bear Stearns Companies Inc. (The)(2) 83,700 64,519 Charles Schwab Corp. (The) 1,214,893 31,446 E*TRADE Financial Corp.(1)(2) 121,382 5,990 Federated Investors Inc. Cl B 234,568 11,158 Franklin Resources, Inc. 1,082,214 27,770 Goldman Sachs Group, Inc. (The) 4,592,880 10,617 Janus Capital Group Inc. 247,058 9,282 Legg Mason, Inc. 519,606 36,560 Lehman Brothers Holdings Inc. 1,376,118 68,574 Merrill Lynch & Co., Inc. 2,793,705 75,011 Morgan Stanley 3,428,003 15,183 Northern Trust Corp. 1,009,214 26,555 State Street Corp. 2,097,845 18,173 T. Rowe Price Group Inc. 908,650 ------------ 24,267,504 ------------ CHEMICALS -- 1.9% 14,830 Air Products and Chemicals, Inc. 1,364,360 3,995 Ashland Inc. 188,964 65,107 Dow Chemical Co. 2,399,193 61,928 du Pont (E.I.) de Nemours & Co. 2,895,753 5,569 Eastman Chemical Co. 347,784 12,002 Ecolab Inc. 521,247 8,310 Hercules Inc. 151,990 5,647 International Flavors & Fragrances Inc. 248,750 38,136 Monsanto Co. 4,252,163 11,311 PPG Industries, Inc. 684,429 - ------ 9 Equity Index Shares Value 21,746 Praxair, Inc. $ 1,831,666 8,652 Rohm and Haas Co. 467,900 8,965 Sigma-Aldrich Corp. 534,762 ------------ 15,888,961 ------------ COMMERCIAL BANKS -- 2.9% 37,859 BB&T Corporation 1,213,760 10,348 Comerica Inc. 363,008 36,663 Fifth Third Bancorp 766,990 9,116 First Horizon National Corp.(2) 127,715 25,194 Huntington Bancshares Inc. 270,836 26,766 KeyCorp 587,514 5,197 M&T Bank Corp. 418,255 17,748 Marshall & Ilsley Corp. 411,754 43,729 National City Corp. 435,104 24,055 PNC Financial Services Group 1,577,286 47,906 Regions Financial Corp. 946,144 24,097 SunTrust Banks, Inc. 1,328,709 119,015 U.S. Bancorp 3,851,324 136,170 Wachovia Corp. 3,676,590 232,553 Wells Fargo & Co. 6,767,291 7,451 Zions Bancorporation 339,393 ------------ 23,081,673 ------------ COMMERCIAL SERVICES & SUPPLIES -- 0.4% 19,993 Allied Waste Industries Inc.(1) 216,124 7,073 Avery Dennison Corp. 348,345 9,349 Cintas Corp. 266,820 9,078 Equifax Inc. 313,009 8,819 Monster Worldwide Inc.(1) 213,508 14,973 Pitney Bowes, Inc. 524,355 14,810 R.R. Donnelley & Sons Company 448,891 11,067 Robert Half International Inc. 284,865 35,036 Waste Management, Inc. 1,175,809 ------------ 3,791,726 ------------ COMMUNICATIONS EQUIPMENT -- 2.5% 6,213 Ciena Corp.(1) 191,547 413,563 Cisco Systems Inc.(1) 9,962,733 108,561 Corning Inc. 2,609,806 15,149 JDS Uniphase Corp.(1) 202,845 35,968 Juniper Networks, Inc.(1) 899,200 156,456 Motorola, Inc. 1,455,041 111,826 QUALCOMM Inc. 4,584,866 30,253 Tellabs, Inc.(1)(2) 164,879 ------------ 20,070,917 ------------ COMPUTERS & PERIPHERALS -- 3.0% 60,604 Apple Inc.(1)(3) 8,696,675 154,498 Dell Inc.(1) 3,077,600 144,562 EMC Corp.(1) 2,073,019 Shares Value 172,646 Hewlett-Packard Co. $ 7,883,016 6,503 Lexmark International, Inc. Cl A(1) 199,772 23,657 NetApp, Inc.(1) 474,323 9,901 QLogic Corp.(1) 151,980 15,763 SanDisk Corp.(1) 355,771 57,121 Sun Microsystems, Inc.(1) 887,089 12,476 Teradata Corp.(1) 275,221 ------------ 24,074,466 ------------ CONSTRUCTION & ENGINEERING -- 0.2% 6,096 Fluor Corp. 860,511 8,300 Jacobs Engineering Group Inc.(1) 610,797 ------------ 1,471,308 ------------ CONSTRUCTION MATERIALS -- 0.1% 6,968 Vulcan Materials Co.(2) 462,675 ------------ CONSUMER FINANCE -- 0.7% 80,649 American Express Co. 3,525,974 26,953 Capital One Financial Corp. 1,326,627 32,902 Discover Financial Services 538,606 35,506 SLM Corporation(1) 545,017 ------------ 5,936,224 ------------ CONTAINERS & PACKAGING -- 0.1% 6,914 Ball Corp. 317,629 7,233 Bemis Co., Inc. 183,935 9,331 Pactiv Corp.(1) 244,566 11,128 Sealed Air Corp. 280,982 ------------ 1,027,112 ------------ DISTRIBUTORS -- 0.1% 11,609 Genuine Parts Co. 466,914 ------------ DIVERSIFIED CONSUMER SERVICES -- 0.1% 9,361 Apollo Group, Inc. Cl A(1) 404,395 22,382 H&R Block, Inc. 464,651 ------------ 869,046 ------------ DIVERSIFIED FINANCIAL SERVICES -- 4.3% 308,515 Bank of America Corp. 11,695,804 13,131 CIT Group Inc. 155,602 359,849 Citigroup Inc. 7,707,966 3,752 CME Group Inc. 1,760,063 4,800 IntercontinentalExchange Inc.(1) 626,400 233,100 JPMorgan Chase & Co. 10,011,645 11,700 Leucadia National Corp. 529,074 22,417 McGraw-Hill Companies, Inc. (The) 828,308 14,807 Moody's Corp. 515,728 18,200 NYSE Euronext, Inc. 1,123,122 ------------ 34,953,712 ------------ - ------ 10 Equity Index Shares Value DIVERSIFIED TELECOMMUNICATION SERVICES -- 3.1% 417,952 AT&T Inc. $16,007,561 7,598 CenturyTel Inc. 252,558 22,629 Citizens Communications Company 237,378 10,555 Embarq Corp. 423,256 108,188 Qwest Communications International Inc.(2) 490,092 198,313 Verizon Communications Inc. 7,228,516 32,920 Windstream Corp. 393,394 ------------ 25,032,755 ------------ ELECTRIC UTILITIES -- 2.1% 11,434 Allegheny Energy, Inc. 577,417 27,587 American Electric Power 1,148,447 86,945 Duke Energy Corp. 1,551,968 22,517 Edison International 1,103,783 13,474 Entergy Corp. 1,469,744 47,229 Exelon Corporation 3,838,301 21,030 FirstEnergy Corp. 1,443,079 28,004 FPL Group, Inc. 1,756,971 13,800 Pepco Holdings, Inc. 341,136 7,081 Pinnacle West Capital Corp. 248,401 25,688 PPL Corporation 1,179,593 17,854 Progress Energy Inc. 744,512 52,297 Southern Co. 1,862,296 ------------ 17,265,648 ------------ ELECTRICAL EQUIPMENT -- 0.5% 12,429 Cooper Industries, Ltd. Cl A 499,024 54,195 Emerson Electric Co. 2,788,876 10,294 Rockwell Automation Inc. 591,081 ------------ 3,878,981 ------------ ELECTRONIC EQUIPMENT & INSTRUMENTS -- 0.3% 25,461 Agilent Technologies, Inc.(1) 759,502 14,018 Jabil Circuit, Inc. 132,610 9,726 Molex Inc. 225,254 34,280 Tyco Electronics Ltd. 1,176,490 ------------ 2,293,856 ------------ ENERGY EQUIPMENT & SERVICES -- 2.7% 21,877 Baker Hughes Inc. 1,498,575 20,201 BJ Services Co. 575,931 15,100 Cameron International Corp.(1) 628,764 9,996 ENSCO International Inc. 625,950 60,753 Halliburton Co. 2,389,415 19,551 Nabors Industries Ltd.(1) 660,237 24,586 National Oilwell Varco, Inc.(1) 1,435,331 18,470 Noble Corp. 917,405 7,701 Rowan Companies, Inc. 317,127 83,041 Schlumberger Ltd. 7,224,566 Shares Value 13,831 Smith International, Inc. $ 888,365 22,500 Transocean Inc.(1) 3,042,000 23,242 Weatherford International Ltd.(1) 1,684,348 ------------ 21,888,014 ------------ FOOD & STAPLES RETAILING -- 2.6% 30,441 Costco Wholesale Corp. 1,977,752 99,305 CVS/Caremark Corp. 4,022,845 46,967 Kroger Co. (The) 1,192,962 30,533 Safeway Inc. 896,144 14,520 SUPERVALU INC. 435,310 41,925 SYSCO Corp. 1,216,664 162,877 Wal-Mart Stores, Inc. 8,580,359 68,336 Walgreen Co. 2,602,918 9,583 Whole Foods Market, Inc.(2) 315,952 ------------ 21,240,906 ------------ FOOD PRODUCTS -- 1.5% 44,324 Archer-Daniels-Midland Co. 1,824,376 15,357 Campbell Soup Co. 521,370 33,578 ConAgra Foods, Inc. 804,193 9,551 Dean Foods Co. 191,880 23,271 General Mills, Inc. 1,393,467 21,839 H.J. Heinz Co. 1,025,778 11,594 Hershey Co. (The)(2) 436,746 18,157 Kellogg Co. 954,332 106,683 Kraft Foods Inc. Cl A 3,308,240 8,752 McCormick & Company, Inc. 323,561 49,907 Sara Lee Corp. 697,700 18,907 Tyson Foods, Inc. Cl A 301,567 14,949 Wm. Wrigley Jr. Co. 939,395 ------------ 12,722,605 ------------ GAS UTILITIES -- 0.1% 3,251 Nicor Inc. 108,941 11,873 Questar Corp. 671,537 ------------ 780,478 ------------ HEALTH CARE EQUIPMENT & SUPPLIES -- 1.9% 43,727 Baxter International Inc. 2,528,295 16,814 Becton, Dickinson & Co. 1,443,482 92,477 Boston Scientific Corp.(1) 1,190,179 7,010 C.R. Bard, Inc. 675,764 34,281 Covidien Ltd. 1,516,934 10,836 Hospira Inc.(1) 463,456 77,967 Medtronic, Inc. 3,771,263 23,623 St. Jude Medical, Inc.(1) 1,020,277 16,430 Stryker Corp. 1,068,772 8,655 Varian Medical Systems, Inc.(1) 405,400 16,153 Zimmer Holdings Inc.(1) 1,257,673 ------------ 15,341,495 ------------ - ------ 11 Equity Index Shares Value HEALTH CARE PROVIDERS & SERVICES -- 1.9% 34,454 Aetna Inc. $ 1,450,169 11,575 AmerisourceBergen Corp. 474,344 24,952 Cardinal Health, Inc. 1,310,230 19,258 CIGNA Corp. 781,297 10,679 Coventry Health Care Inc.(1) 430,898 17,422 Express Scripts, Inc.(1) 1,120,583 11,621 Humana Inc.(1) 521,318 7,763 Laboratory Corp. of America Holdings(1) 571,978 19,970 McKesson Corp. 1,045,829 36,384 Medco Health Solutions Inc.(1) 1,593,255 9,694 Patterson Companies, Inc.(1) 351,892 10,814 Quest Diagnostics Inc. 489,550 32,628 Tenet Healthcare Corp.(1) 184,674 86,835 UnitedHealth Group Inc. 2,983,650 37,381 WellPoint Inc.(1) 1,649,623 ------------ 14,959,290 ------------ HEALTH CARE TECHNOLOGY(4) 13,410 IMS Health Inc. 281,744 ------------ HOTELS, RESTAURANTS & LEISURE -- 1.3% 30,099 Carnival Corporation 1,218,408 9,758 Darden Restaurants, Inc. 317,623 21,749 International Game Technology 874,527 21,524 Marriott International, Inc. Cl A 739,565 79,872 McDonald's Corp. 4,454,461 50,308 Starbucks Corporation(1) 880,390 13,709 Starwood Hotels & Resorts Worldwide, Inc. 709,441 6,273 Wendy's International, Inc. 144,655 12,241 Wyndham Worldwide Corp. 253,144 33,249 Yum! Brands, Inc. 1,237,195 ------------ 10,829,409 ------------ HOUSEHOLD DURABLES -- 0.5% 4,243 Black & Decker Corp. 280,462 8,409 Centex Corp. 203,582 19,085 D.R. Horton, Inc. 300,589 10,592 Fortune Brands, Inc. 736,143 4,342 Harman International Industries Inc. 189,051 5,563 KB Home(2) 137,573 11,671 Leggett & Platt, Inc. 177,983 9,547 Lennar Corp.(2) 179,579 19,240 Newell Rubbermaid Inc. 440,019 15,092 Pulte Homes Inc. 219,589 3,988 Snap-on Inc. 202,790 5,681 Stanley Works (The) 270,529 5,250 Whirlpool Corp. 455,595 ------------ 3,793,484 ------------ Shares Value HOUSEHOLD PRODUCTS -- 2.5% 9,511 Clorox Co. $ 538,703 35,160 Colgate-Palmolive Co. 2,739,316 29,205 Kimberly-Clark Corp. 1,885,183 213,799 Procter & Gamble Co. (The) 14,980,895 ------------ 20,144,097 ------------ INDEPENDENT POWER PRODUCERS & ENERGY TRADERS -- 0.3% 46,117 AES Corp. (The)(1) 768,770 12,439 Constellation Energy Group Inc. 1,097,990 32,013 Dynegy Inc. Cl A(1) 252,583 ------------ 2,119,343 ------------ INDUSTRIAL CONGLOMERATES -- 4.0% 49,156 3M Co. 3,890,697 692,707 General Electric Co. 25,637,086 17,188 Textron Inc. 952,559 34,081 Tyco International Ltd. 1,501,268 ------------ 31,981,610 ------------ INSURANCE -- 4.0% 22,697 Ace, Ltd. 1,249,697 32,961 Aflac Inc. 2,140,817 38,878 Allstate Corp. 1,868,477 19,802 Ambac Financial Group, Inc.(2) 113,862 174,763 American International Group, Inc. 7,558,499 20,225 Aon Corp. 813,045 6,562 Assurant, Inc. 399,363 25,706 Chubb Corp. 1,271,933 11,413 Cincinnati Financial Corp. 434,151 30,261 Genworth Financial Inc. Cl A 685,109 21,682 Hartford Financial Services Group Inc. (The) 1,642,845 18,589 Lincoln National Corp. 966,628 30,267 Loews Corp. 1,217,339 35,792 Marsh & McLennan Companies, Inc. 871,535 14,225 MBIA Inc.(2) 173,830 49,178 MetLife, Inc. 2,963,465 18,048 Principal Financial Group, Inc. 1,005,635 47,040 Progressive Corp. (The) 755,933 30,928 Prudential Financial, Inc. 2,420,116 6,196 Safeco Corp. 271,880 6,334 Torchmark Corp. 380,737 43,032 Travelers Companies, Inc. (The) 2,059,081 24,082 Unum Group 530,045 12,263 XL Capital Ltd. Cl A 362,372 ------------ 32,156,394 ------------ - ------ 12 Equity Index Shares Value INTERNET & CATALOG RETAIL -- 0.3% 21,127 Amazon.com, Inc.(1) $ 1,506,354 14,268 Expedia Inc.(1) 312,327 12,680 IAC/InterActiveCorp(1) 263,237 ------------ 2,081,918 ------------ INTERNET SOFTWARE & SERVICES -- 1.6% 11,470 Akamai Technologies, Inc.(1) 322,995 78,290 eBay Inc.(1) 2,336,174 16,150 Google Inc. Cl A(1) 7,113,590 15,224 VeriSign, Inc.(1) 506,046 92,124 Yahoo! Inc.(1) 2,665,147 ------------ 12,943,952 ------------ IT SERVICES -- 2.2% 6,960 Affiliated Computer Services Inc. Cl A(1) 348,766 36,218 Automatic Data Processing, Inc. 1,535,280 20,036 Cognizant Technology Solutions Corp. Cl A(1) 577,638 11,338 Computer Sciences Corp.(1) 462,477 9,433 Convergys Corp.(1) 142,061 35,245 Electronic Data Systems Corp. 586,829 11,763 Fidelity National Information Services, Inc. 448,641 11,333 Fiserv, Inc.(1) 545,004 96,127 International Business Machines Corp. 11,068,062 22,952 Paychex, Inc. 786,336 11,753 Total System Services Inc. 278,076 24,806 Unisys Corp.(1) 109,891 51,773 Western Union Co. (The) 1,101,212 ------------ 17,990,273 ------------ LEISURE EQUIPMENT & PRODUCTS -- 0.1% 6,332 Brunswick Corp. 101,122 19,847 Eastman Kodak Co.(2) 350,696 10,184 Hasbro, Inc. 284,134 25,249 Mattel, Inc. 502,455 ------------ 1,238,407 ------------ LIFE SCIENCES TOOLS & SERVICES -- 0.4% 11,568 Applera Corporation -- Applied Biosystems Group 380,124 3,783 Millipore Corp.(1) 255,012 8,165 PerkinElmer, Inc. 198,001 29,052 Thermo Fisher Scientific Inc.(1) 1,651,316 6,918 Waters Corp.(1) 385,333 ------------ 2,869,786 ------------ Shares Value MACHINERY -- 1.9% 43,333 Caterpillar Inc. $ 3,392,541 14,082 Cummins Inc. 659,319 17,458 Danaher Corp. 1,327,332 30,210 Deere & Co. 2,430,092 13,648 Dover Corp. 570,213 10,089 Eaton Corp. 803,791 28,451 Illinois Tool Works Inc. 1,372,192 18,771 Ingersoll-Rand Company Ltd. Cl A 836,811 12,523 ITT Corporation 648,817 9,000 Manitowoc Co., Inc. (The) 367,200 25,323 Paccar Inc. 1,139,535 8,463 Pall Corp. 296,797 11,580 Parker-Hannifin Corp. 802,147 7,096 Terex Corp.(1) 443,500 ------------ 15,090,287 ------------ MEDIA -- 2.8% 47,147 CBS Corp. Cl B(2) 1,041,006 34,941 Clear Channel Communications, Inc. 1,020,976 208,829 Comcast Corp. Cl A 4,038,753 49,439 DIRECTV Group, Inc. (The)(1) 1,225,593 6,233 EW Scripps Co. Cl A 261,848 15,983 Gannett Co., Inc. 464,306 32,425 Interpublic Group of Companies, Inc. (The)(1) 272,694 2,653 Meredith Corp. 101,477 9,877 New York Times Co. (The) Cl A(2) 186,478 158,431 News Corp. Cl A 2,970,581 22,519 Omnicom Group Inc. 994,889 248,119 Time Warner Inc. 3,478,628 44,453 Viacom Inc. Cl B(1) 1,761,228 130,663 Walt Disney Co. (The) 4,100,206 443 Washington Post Co. (The) Cl B 293,045 ------------ 22,211,708 ------------ METALS & MINING -- 1.1% 56,570 Alcoa Inc. 2,039,914 7,020 Allegheny Technologies Inc. 500,947 26,310 Freeport-McMoRan Copper & Gold, Inc. 2,531,549 31,199 Newmont Mining Corporation 1,413,315 19,877 Nucor Corp. 1,346,468 6,400 Titanium Metals Corp. 96,320 8,120 United States Steel Corp. 1,030,184 ------------ 8,958,697 ------------ - ------ 13 Equity Index Shares Value MULTI-UTILITIES -- 1.1% 14,397 Ameren Corp. $ 634,044 22,173 CenterPoint Energy, Inc. 316,409 15,509 CMS Energy Corp. 209,992 18,767 Consolidated Edison, Inc. 745,050 40,322 Dominion Resources Inc. 1,646,749 11,267 DTE Energy Company 438,174 5,239 Integrys Energy Group Inc. 244,347 18,850 NiSource Inc. 324,974 24,384 PG&E Corp. 897,819 35,080 Public Service Enterprise Group Inc. 1,409,865 18,028 Sempra Energy 960,532 14,460 TECO Energy, Inc. 230,637 29,001 Xcel Energy Inc. 578,570 ------------ 8,637,162 ------------ MULTILINE RETAIL -- 0.8% 6,456 Big Lots, Inc.(1) 143,969 4,084 Dillard's Inc. Cl A(2) 70,286 10,033 Family Dollar Stores, Inc. 195,644 15,304 J.C. Penney Co., Inc. 577,114 21,661 Kohl's Corp.(1) 929,040 29,884 Macy's Inc. 689,125 12,460 Nordstrom, Inc. 406,196 5,026 Sears Holdings Corp.(1)(2) 513,104 58,120 Target Corp. 2,945,521 ------------ 6,469,999 ------------ OFFICE ELECTRONICS -- 0.1% 63,724 Xerox Corp. 953,948 ------------ OIL, GAS & CONSUMABLE FUELS -- 10.4% 32,132 Anadarko Petroleum Corp. 2,025,280 23,448 Apache Corp. 2,832,987 33,647 Chesapeake Energy Corp. 1,552,809 144,053 Chevron Corp. 12,296,364 108,323 ConocoPhillips 8,255,296 12,551 Consol Energy Inc. 868,404 31,894 Devon Energy Corporation 3,327,501 48,244 El Paso Corp. 802,780 16,982 EOG Resources Inc. 2,037,840 371,120 Exxon Mobil Corp. 31,389,330 19,156 Hess Corp. 1,689,176 48,899 Marathon Oil Corp. 2,229,794 12,938 Murphy Oil Corp. 1,062,727 11,800 Noble Energy Inc. 859,040 57,098 Occidental Petroleum Corp. 4,177,861 18,220 Peabody Energy Corp. 929,220 9,308 Range Resources Corporation 590,593 Shares Value 43,541 Spectra Energy Corp. $ 990,558 8,072 Sunoco, Inc. 423,538 9,500 Tesoro Corp. 285,000 37,077 Valero Energy Corp. 1,820,851 40,588 Williams Companies, Inc. (The) 1,338,592 33,886 XTO Energy Inc. 2,096,188 ------------ 83,881,729 ------------ PAPER & FOREST PRODUCTS -- 0.3% 29,448 International Paper Company 800,986 12,730 MeadWestvaco Corp. 346,511 14,474 Weyerhaeuser Co. 941,388 ------------ 2,088,885 ------------ PERSONAL PRODUCTS -- 0.2% 29,613 Avon Products, Inc. 1,170,898 7,876 Estee Lauder Companies, Inc. (The) Cl A 361,115 ------------ 1,532,013 ------------ PHARMACEUTICALS -- 6.1% 106,454 Abbott Laboratories 5,870,938 21,145 Allergan, Inc. 1,192,367 7,392 Barr Pharmaceuticals Inc.(1) 357,108 136,371 Bristol-Myers Squibb Co. 2,904,702 67,994 Eli Lilly and Company 3,507,810 21,476 Forest Laboratories, Inc.(1) 859,255 198,091 Johnson & Johnson 12,850,163 16,802 King Pharmaceuticals, Inc.(1) 146,177 150,003 Merck & Co., Inc. 5,692,614 18,590 Mylan Inc.(2) 215,644 473,170 Pfizer Inc. 9,903,448 111,651 Schering-Plough Corp. 1,608,891 7,170 Watson Pharmaceuticals, Inc.(1) 210,224 92,346 Wyeth 3,856,369 ------------ 49,175,710 ------------ REAL ESTATE INVESTMENT TRUSTS (REITS) -- 1.1% 6,640 Apartment Investment and Management Co. Cl A 237,778 5,409 AvalonBay Communities Inc. 522,077 8,276 Boston Properties Inc. 761,971 8,512 Developers Diversified Realty Corp.(2) 356,483 18,695 Equity Residential 775,656 16,821 General Growth Properties, Inc. 642,058 12,730 HCP, Inc. 430,401 36,006 Host Hotels & Resorts Inc. 573,216 17,449 Kimco Realty Corp. 683,477 11,922 Plum Creek Timber Co. Inc. 485,225 17,747 ProLogis 1,044,588 - ------ 14 Equity Index Shares Value 8,577 Public Storage Inc. $ 760,094 15,376 Simon Property Group, Inc. 1,428,584 9,210 Vornado Realty Trust 793,994 ------------ 9,495,602 ------------ REAL ESTATE MANAGEMENT & DEVELOPMENT(4) 13,586 CB Richard Ellis Group, Inc. Cl A(1) 294,001 ------------ ROAD & RAIL -- 0.9% 20,557 Burlington Northern Santa Fe Corp. 1,895,767 27,977 CSX Corp. 1,568,670 26,242 Norfolk Southern Corp. 1,425,465 3,996 Ryder System, Inc. 243,396 18,088 Union Pacific Corp. 2,267,874 ------------ 7,401,172 ------------ SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 2.4% 40,888 Advanced Micro Devices, Inc.(1) 240,830 21,269 Altera Corp. 391,988 20,420 Analog Devices, Inc. 602,798 93,905 Applied Materials, Inc. 1,832,087 32,437 Broadcom Corp. Cl A(1) 625,061 401,538 Intel Corp. 8,504,576 12,519 KLA-Tencor Corp. 464,455 15,423 Linear Technology Corp. 473,332 45,878 LSI Logic Corp.(1) 227,096 15,756 MEMC Electronic Materials Inc.(1) 1,117,100 13,000 Microchip Technology Inc.(2) 425,490 52,458 Micron Technology, Inc.(1) 313,174 15,749 National Semiconductor Corp. 288,522 7,063 Novellus Systems, Inc.(1) 148,676 38,303 NVIDIA Corp.(1) 758,016 12,574 Teradyne, Inc.(1) 156,169 91,971 Texas Instruments Inc. 2,600,020 19,867 Xilinx, Inc. 471,841 ------------ 19,641,231 ------------ SOFTWARE -- 3.3% 39,516 Adobe Systems Inc.(1) 1,406,374 15,903 Autodesk, Inc.(1) 500,626 13,510 BMC Software Inc.(1) 439,345 26,997 CA, Inc. 607,433 13,029 Citrix Systems, Inc.(1) 382,141 20,605 Compuware Corp.(1) 151,241 21,648 Electronic Arts Inc.(1) 1,080,668 22,964 Intuit Inc.(1) 620,258 554,474 Microsoft Corporation 15,735,972 24,091 Novell, Inc.(1) 151,532 Shares Value 273,141 Oracle Corp.(1) $ 5,342,638 59,802 Symantec Corp.(1) 993,909 ------------ 27,412,137 ------------ SPECIALTY RETAIL -- 1.6% 5,947 Abercrombie & Fitch Co. 434,964 9,488 AutoNation, Inc.(1) 142,035 3,069 AutoZone, Inc.(1) 349,344 18,238 Bed Bath & Beyond Inc.(1) 538,021 25,074 Best Buy Co., Inc. 1,039,568 952 Circuit City Stores, Inc. 3,789 10,900 GameStop Corp. Cl A(1) 563,639 31,558 Gap, Inc. (The) 621,061 119,633 Home Depot, Inc. (The) 3,346,136 21,436 Limited Brands, Inc. 366,556 100,810 Lowe's Companies, Inc. 2,312,581 19,446 Office Depot, Inc.(1) 214,878 5,181 OfficeMax Inc. 99,164 9,017 RadioShack Corp. 146,526 7,208 Sherwin-Williams Co. 367,896 48,751 Staples, Inc. 1,077,885 8,702 Tiffany & Co. 364,092 30,101 TJX Companies, Inc. (The) 995,440 ------------ 12,983,575 ------------ TEXTILES, APPAREL & LUXURY GOODS -- 0.4% 24,364 Coach Inc.(1) 734,575 6,318 Jones Apparel Group, Inc. 84,788 7,052 Liz Claiborne, Inc. 127,994 26,608 NIKE, Inc. Cl B 1,809,343 4,031 Polo Ralph Lauren Corp. 234,967 6,069 VF Corp. 470,408 ------------ 3,462,075 ------------ THRIFTS & MORTGAGE FINANCE -- 0.6% 39,848 Countrywide Financial Corp.(2) 219,164 67,402 Fannie Mae 1,774,021 45,534 Freddie Mac 1,152,921 35,856 Hudson City Bancorp, Inc. 633,934 6,183 MGIC Investment Corp.(2) 65,107 24,854 Sovereign Bancorp Inc. 231,639 59,840 Washington Mutual, Inc.(2) 616,352 ------------ 4,693,138 ------------ TOBACCO -- 1.5% 146,252 Altria Group Inc. 3,246,794 146,252 Philip Morris International Inc.(1) 7,397,426 11,767 Reynolds American Inc. 694,606 10,788 UST Inc. 588,162 ------------ 11,926,988 ------------ - ------ 15 Equity Index Shares Value TRADING COMPANIES & DISTRIBUTORS(4) 4,615 Grainger (W.W.), Inc. $ 352,540 ------------ WIRELESS TELECOMMUNICATION SERVICES -- 0.3% 27,900 American Tower Corp. Cl A(1) 1,093,959 196,052 Sprint Nextel Corp. 1,311,588 ------------ 2,405,547 ------------ TOTAL COMMON STOCKS (Cost $578,606,130) 798,286,159 ------------ Principal Amount Short-Term Investments Segregated For Futures Contracts(3) -- 2.1% Repurchase Agreement, Deutsche Bank Securities, Inc., (collateralized by various U.S. Treasury obligations, 2.375%, 4/15/11, valued at $15,294,317), in a joint trading account at 1.35%, dated 3/31/08, due 4/1/08 (Delivery value $15,000,563) 15,000,000 $1,600,000 U.S. Treasury Bills, 2.50%, 6/26/08(5) 1,595,069 ------------ SHORT TERM INVESTMENTS SEGREGATED FOR FUTURES CONTRACTS (Cost $16,590,429) 16,595,069 ------------ Value Temporary Cash Investments -- Securities Lending Collateral(6) -- 1.0% Repurchase Agreement, Barclays Bank plc, (collateralized by various U.S. Government Agency obligations in a pooled account at the lending agent), 2.30%, dated 3/31/08, due 4/1/08 (Delivery value $2,231,265) $ 2,231,122 Repurchase Agreement, BNP Paribas, (collateralized by various U.S. Government Agency obligations in a pooled account at the lending agent), 2.30%, dated 3/31/08, due 4/1/08 (Delivery value $1,598,021) 1,597,919 Repurchase Agreement, Deutsche Bank AG, (collateralized by various U.S. Government Agency obligations in a pooled account at the lending agent), 2.25%, dated 3/31/08, due 4/1/08 (Delivery value $2,200,138) 2,200,000 Repurchase Agreement, Goldman Sachs Group, Inc. (The), (collateralized by various U.S. Government Agency obligations in a pooled account at the lending agent), 2.15%, dated 3/31/08, due 4/1/08 (Delivery value $2,146,433) 2,146,305 ------------ TOTAL TEMPORARY CASH INVESTMENTS -- SECURITIES LENDING COLLATERAL (Cost $8,175,346) 8,175,346 ------------ TOTAL INVESTMENT SECURITIES -- 101.9% (Cost $603,371,905) 823,056,574 ------------ OTHER ASSETS AND LIABILITIES -- (1.9)% (15,571,768) ------------ TOTAL NET ASSETS -- 100.0% $807,484,806 ============ Futures Contracts Expiration Underlying Face Unrealized Gain Contracts Purchased Date Amount at Value (Loss) 271 S&P 500 E-Mini Futures June 2008 $17,909,713 $108,077 =========== ======== Notes to Schedule of Investments (1) Non-income producing. (2) Security, or a portion thereof, was on loan as of March 31, 2008. (3) Security, or a portion thereof, has been segregated on the fund's records, at the custodian bank, or with the broker as initial margin on futures contracts. (4) Industry is less than 0.05% of total net assets. (5) The rate indicated is the yield to maturity at purchase. (6) Investments represent purchases made by the lending agent with cash collateral received through securities lending transactions. See Notes to Financial Statements. - ------ 16 STATEMENT OF ASSETS AND LIABILITIES MARCH 31, 2008 ASSETS Investment securities, at value (cost of $595,196,559) -- including $7,993,400 of securities on loan $814,881,228 Investments made with cash collateral received for securities on loan, at value (cost of $8,175,346) 8,175,346 ------------ Total investment securities, at value (cost of $603,371,905) 823,056,574 Receivable for investments sold 8,988,525 Receivable for variation margin on futures contracts 64,235 Dividends and interest receivable 1,139,862 ------------ 833,249,196 ------------ LIABILITIES Disbursements in excess of demand deposit cash 8,468,301 Payable for collateral received for securities on loan 8,175,346 Payable for investments purchased 8,883,934 Accrued management fees 236,809 ------------ 25,764,390 ------------ NET ASSETS $807,484,806 ============ NET ASSETS CONSIST OF: Capital (par value and paid-in surplus) $678,948,909 Accumulated net realized loss on investment transactions (91,256,849) Net unrealized appreciation on investments 219,792,746 ------------ $807,484,806 ============ INVESTOR CLASS, $0.01 PAR VALUE Net assets $207,570,929 Shares outstanding 39,449,043 Net asset value per share $5.26 INSTITUTIONAL CLASS, $0.01 PAR VALUE Net assets $599,913,877 Shares outstanding 113,953,913 Net asset value per share $5.26 See Notes to Financial Statements. - ------ 17 STATEMENT OF OPERATIONS YEAR ENDED MARCH 31, 2008 INVESTMENT INCOME (LOSS) INCOME: Dividends $ 19,501,927 Interest 594,175 Securities lending, net 70,128 ------------- 20,166,230 ------------- EXPENSES: Management fees 3,387,743 Directors' fees and expenses 19,902 Other expenses 20,135 ------------- 3,427,780 ------------- NET INVESTMENT INCOME (LOSS) 16,738,450 ------------- REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) on investment transactions 19,760,873 Change in net unrealized appreciation (depreciation) on investments (77,223,575) ------------- NET REALIZED AND UNREALIZED GAIN (LOSS) (57,462,702) ------------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $(40,724,252) ============= See Notes to Financial Statements. - ------ 18 STATEMENT OF CHANGES IN NET ASSETS YEARS ENDED MARCH 31, 2008 AND MARCH 31, 2007 Increase (Decrease) in Net Assets 2008 2007 OPERATIONS Net investment income (loss) $ 16,738,450 $ 16,518,662 Net realized gain (loss) 19,760,873 (1,894,848) Change in net unrealized appreciation (depreciation) (77,223,575) 95,849,197 ------------- -------------- Net increase (decrease) in net assets resulting from operations (40,724,252) 110,473,011 ------------- -------------- DISTRIBUTIONS TO SHAREHOLDERS From net investment income: Investor Class (3,698,248) (3,153,574) Institutional Class (13,706,733) (12,820,111) From return of capital: Investor Class (222,628) -- Institutional Class (718,537) -- ------------- -------------- Decrease in net assets from distributions (18,346,146) (15,973,685) ------------- -------------- CAPITAL SHARE TRANSACTIONS Net increase (decrease) in net assets from capital share transactions (179,896,379) 136,393,751 ------------- -------------- NET INCREASE (DECREASE) IN NET ASSETS (238,966,777) 230,893,077 NET ASSETS Beginning of period 1,046,451,583 815,558,506 ------------- -------------- End of period $ 807,484,806 $1,046,451,583 ============= ============== Undistributed net investment income -- $680,205 ============= ============== See Notes to Financial Statements. - ------ 19 NOTES TO FINANCIAL STATEMENTS MARCH 31, 2008 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION -- American Century Capital Portfolios, Inc. (the corporation) is registered under the Investment Company Act of 1940 (the 1940 Act) as an open-end management investment company. Equity Index Fund (the fund) is one fund in a series issued by the corporation. The fund is nondiversified under the 1940 Act. The fund's investment objective is to seek long-term capital growth. The fund pursues its objective by matching, as closely as possible, the investment characteristics and results of the S&P 500 Composite Price Index (S&P 500 Index). The following is a summary of the fund's significant accounting policies. MULTIPLE CLASS -- The fund is authorized to issue the Investor Class and the Institutional Class. The share classes differ principally in their respective distribution and shareholder servicing expenses and arrangements. All shares of the fund represent an equal pro rata interest in the net assets of the class to which such shares belong, and have identical voting, dividend, liquidation and other rights and the same terms and conditions, except for class specific expenses and exclusive rights to vote on matters affecting only individual classes. Income, non-class specific expenses, and realized and unrealized capital gains and losses of the fund are allocated to each class of shares based on their relative net assets. SECURITY VALUATIONS -- Securities traded primarily on a principal securities exchange are valued at the last reported sales price, or at the mean of the latest bid and asked prices where no last sales price is available. Depending on local convention or regulation, securities traded over-the-counter are valued at the mean of the latest bid and asked prices, the last sales price, or the official close price. Debt securities not traded on a principal securities exchange are valued through a commercial pricing service or at the mean of the most recent bid and asked prices. Discount notes may be valued through a commercial pricing service or at amortized cost, which approximates fair value. Securities traded on foreign securities exchanges and over-the-counter markets are normally completed before the close of business on days that the New York Stock Exchange (the Exchange) is open and may also take place on days when the Exchange is not open. If an event occurs after the value of a security was established but before the net asset value per share was determined that was likely to materially change the net asset value, that security would be valued as determined in accordance with procedures adopted by the Board of Directors. If the fund determines that the market price of a portfolio security is not readily available, or that the valuation methods mentioned above do not reflect the security's fair value, such security is valued as determined by the Board of Directors or its designee, in accordance with procedures adopted by the Board of Directors, if such determination would materially impact a fund's net asset value. Certain other circumstances may cause the fund to use alternative procedures to value a security such as: a security has been declared in default; trading in a security has been halted during the trading day; or there is a foreign market holiday and no trading will commence. SECURITY TRANSACTIONS -- For financial reporting purposes, security transactions are accounted for as of the trade date. Net realized gains and losses are determined on the identified cost basis, which is also used for federal income tax purposes. SECURITIES ON LOAN -- The fund may lend portfolio securities through its lending agent to certain approved borrowers in order to earn additional income. The income earned, net of any rebates or fees, is included in the Statement of Operations. The fund continues to recognize any gain or loss in the market price of the securities loaned and records any interest earned or dividends declared. INVESTMENT INCOME -- Dividend income less foreign taxes withheld, if any, is recorded as of the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The fund estimates the components of distributions received that may be considered nontaxable distributions or capital gain distributions for income tax purposes. Interest income is recorded on the accrual basis and includes accretion of discounts and amortization of premiums. - ------ 20 FUTURES CONTRACTS -- The fund may enter into futures contracts in order to manage the fund's exposure to changes in market conditions. One of the risks of entering into futures contracts is the possibility that the change in value of the contract may not correlate with the changes in value of the underlying securities. Upon entering into a futures contract, the fund is required to deposit either cash or securities in an amount equal to a certain percentage of the contract value (initial margin). Subsequent payments (variation margin) are made or received daily, in cash, by the fund. The variation margin is equal to the daily change in the contract value and is recorded as unrealized gains and losses. The fund recognizes a realized gain or loss when the contract is closed or expires. Net realized and unrealized gains or losses occurring during the holding period of futures contracts are a component of realized gain (loss) on investment transactions and unrealized appreciation (depreciation) on investments, respectively. REPURCHASE AGREEMENTS -- The fund may enter into repurchase agreements with institutions that American Century Investment Management, Inc. (ACIM) (the investment advisor) has determined are creditworthy pursuant to criteria adopted by the Board of Directors. Each repurchase agreement is recorded at cost. The fund requires that the collateral, represented by securities, received in a repurchase transaction be transferred to the custodian in a manner sufficient to enable the fund to obtain those securities in the event of a default under the repurchase agreement. ACIM monitors, on a daily basis, the securities transferred to ensure the value, including accrued interest, of the securities under each repurchase agreement is equal to or greater than amounts owed to the fund under each repurchase agreement. JOINT TRADING ACCOUNT -- Pursuant to an Exemptive Order issued by the Securities and Exchange Commission, the fund, along with other registered investment companies having management agreements with ACIM or American Century Global Investment Management, Inc. (ACGIM), may transfer uninvested cash balances into a joint trading account. These balances are invested in one or more repurchase agreements that are collateralized by U.S. Treasury or Agency obligations. INCOME TAX STATUS -- It is the fund's policy to distribute substantially all net investment income and net realized gains to shareholders and to otherwise qualify as a regulated investment company under provisions of the Internal Revenue Code. The fund is no longer subject to examination by tax authorities for years prior to 2005. At this time, management has not identified any uncertain tax positions that would materially impact the financial statements. Accordingly, no provision has been made for federal or state income taxes. Interest and penalties associated with any federal or state income tax obligations, if any, are recorded as interest expense. DISTRIBUTIONS TO SHAREHOLDERS -- Distributions to shareholders are recorded on the ex-dividend date. Distributions from net investment income are declared and paid quarterly. Distributions from net realized gains, if any, are generally declared and paid annually. INDEMNIFICATIONS -- Under the corporation's organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the fund. In addition, in the normal course of business, the fund enters into contracts that provide general indemnifications. The fund's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the fund. The risk of material loss from such claims is considered by management to be remote. USE OF ESTIMATES -- The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, which may require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from these estimates. 2. FEES AND TRANSACTIONS WITH RELATED PARTIES MANAGEMENT FEES -- The corporation has entered into a Management Agreement with ACIM, under which ACIM provides the fund with investment advisory and management services in exchange for a single, unified management fee (the fee) per class. The Agreement provides that all expenses of the fund, except brokerage commissions, taxes, interest, fees and expenses of those directors who are not considered "interested persons" as defined in the 1940 Act (including counsel fees) and extraordinary expenses, will be paid by ACIM. The fee is computed and accrued daily based on the daily net assets of the specific class of shares of the fund and paid monthly in arrears. For funds with a stepped fee schedule, the rate of the fee is determined by applying a fee rate calculation formula. This formula takes into account all of the investment advisor's assets under management in the fund's investment strategy (strategy assets) to calculate the appropriate fee rate for the fund. The strategy assets include the fund's assets and the assets of other clients of the investment advisor that are not in the American - ------ 21 Century family of funds, but that have the same investment team and investment strategy. The annual management fee schedule for the fund ranges from 0.43% to 0.49% for the Investor Class. The Institutional Class is 0.20% less at each point within the range. The effective annual management fee for each class of the fund for the year ended March 31, 2008 was 0.49% and 0.29% for the Investor Class and Institutional Class, respectively. On July 27, 2007, shareholders of the fund approved a Subadvisory Agreement between Northern Trust Investments, N.A. (NTI) and ACIM. The Subadvisory Agreement was approved by the Board of Directors on November 29, 2006. Effective August 1, 2007, ACIM entered into a Subadvisory Agreement with NTI on behalf of the fund. Prior to August 1, 2007, ACIM had a Subadvisory Agreement with Barclays Global Fund Advisors (BGFA) (collectively with NTI, the subadvisors) on behalf of the fund. The subadvisors make investment decisions for the fund in accordance with the fund's investment objectives, policies and restrictions under the supervision of ACIM and the Board of Directors. ACIM pays all costs associated with retaining the subadvisors of the fund. RELATED PARTIES -- Certain officers and directors of the corporation are also officers and/or directors, and, as a group, controlling stockholders of American Century Companies, Inc. (ACC), the parent of the corporation's investment advisor, ACIM, the distributor of the corporation, American Century Investment Services, Inc., and the corporation's transfer agent, American Century Services, LLC. The fund is eligible to invest in a money market fund for temporary purposes, which is managed by J.P. Morgan Investment Management, Inc. (JPMIM). JPMIM is a wholly owned subsidiary of JPMorgan Chase & Co. (JPM). JPM is an equity investor in ACC. The fund has a securities lending agreement with JPMorgan Chase Bank (JPMCB). Prior to December 12, 2007, the fund had a bank line of credit agreement with JPMCB. JPMCB is a custodian of the fund and a wholly owned subsidiary of JPM. 3. INVESTMENT TRANSACTIONS Purchases and sales of investment securities, excluding short-term investments, for the year ended March 31, 2008, were $85,862,634 and $258,210,724, respectively. 4. CAPITAL SHARE TRANSACTIONS Transactions in shares of the fund were as follows: Year ended March 31, 2008 Year ended March 31, 2007 Shares Amount Shares Amount INVESTOR CLASS/SHARES AUTHORIZED 150,000,000 100,000,000 ============ ============ Sold 7,464,834 $ 43,252,429 8,653,995 $ 46,849,637 Issued in connection with acquisition (Note 8) -- -- 33,257,723 171,655,240 Issued in reinvestment of distributions 636,655 3,658,806 511,586 2,737,555 Redeemed (9,782,140) (56,794,873) (30,924,150) (162,716,881) ------------ -------------- ------------ ------------- (1,680,651) (9,883,638) 11,499,154 58,525,551 ------------ -------------- ------------ ------------- INSTITUTIONAL CLASS/SHARES AUTHORIZED 500,000,000 400,000,000 ============ ============ Sold 29,366,320 173,102,007 44,066,384 233,940,765 Issued in reinvestment of distributions 2,498,910 14,425,270 2,397,106 12,820,111 Redeemed (61,520,613) (357,540,018) (31,245,332) (168,892,676) ------------ -------------- ------------ ------------- (29,655,383) (170,012,741) 15,218,158 77,868,200 ------------ -------------- ------------ ------------- Net increase (decrease) (31,336,034) $(179,896,379) 26,717,312 $ 136,393,751 ============ ============== ============ ============= 5. SECURITIES LENDING As of March 31, 2008, securities in the fund valued at $7,993,400 were on loan through the lending agent, JPMCB, to certain approved borrowers. JPMCB receives and maintains collateral in the form of cash and/or acceptable securities as approved by ACIM. Cash collateral is invested in authorized investments by the lending agent in a pooled account. The value of cash collateral received at period end is disclosed in the Statement of Assets and Liabilities and investments made with the cash by the lending agent are listed in the Schedule of Investments. Any deficiencies or excess of collateral must be delivered or transferred by the member firms no later than the close of business on the next business - ------ 22 day. The total value of all collateral received, at this date, was $8,175,346. The fund's risks in securities lending are that the borrower may not provide additional collateral when required or return the securities when due. If the borrower defaults, receipt of the collateral by the fund may be delayed or limited. 6. BANK LINE OF CREDIT Effective December 12, 2007, the fund, along with certain other funds managed by ACIM or ACGIM, has a $500,000,000 unsecured bank line of credit agreement with Bank of America, N.A. Prior to December 12, 2007, the fund, along with certain other funds managed by ACIM or ACGIM, had a $500,000,000 unsecured bank line of credit agreement with JPMCB. The fund may borrow money for temporary or emergency purposes to fund shareholder redemptions. Borrowings under the agreement, which is subject to annual renewal, bear interest at the Federal Funds rate plus 0.40%. The fund did not borrow from the line during the year ended March 31, 2008. 7. FEDERAL TAX INFORMATION The tax character of distributions paid during the years ended March 31, 2008 and March 31, 2007 were as follows: 2008 2007 DISTRIBUTIONS PAID FROM Ordinary income $17,404,981 $15,973,685 Long-term capital gains -- -- Return of capital $941,165 -- The book-basis character of distributions made during the year from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes. These differences reflect the differing character of certain income items and net realized gains and losses for financial statement and tax purposes, and may result in reclassification among certain capital accounts on the financial statements. As of March 31, 2008, the components of distributable earnings on a tax-basis and the federal tax cost of investments were as follows: Federal tax cost of investments $630,368,870 ============= Gross tax appreciation of investments $258,884,957 Gross tax depreciation of investments (66,197,253) ------------- Net tax appreciation (depreciation) of investments $192,687,704 ============= Net tax appreciation (depreciation) on derivatives -- ------------- Net tax appreciation (depreciation) $192,687,704 ============= Undistributed ordinary income -- Accumulated capital losses $(64,151,807) The difference between book-basis and tax-basis cost and unrealized appreciation (depreciation) is attributable primarily to the tax deferral of losses on wash sales, the realization for tax purposes of unrealized gains on certain futures contracts, and return of capital dividends received. The accumulated capital losses listed above represent net capital loss carryovers that may be used to offset future realized capital gains for federal income tax purposes. The capital loss carryovers expire as follows: 2011 2012 2013 2014 2015 $(46,771,036) $(1,957,751) $(1,992,016) $(5,270,954) $(8,160,050) - ------ 23 8. REORGANIZATION PLAN On December 14, 2005, the Board of Directors of Mason Street Index 500 Fund (Index 500), one fund in a series issued by Mason Street Funds, Inc., approved a plan of reorganization (the reorganization) pursuant to which Equity Index acquired all of the assets of Index 500 in exchange for shares of equal value of Equity Index and the assumption by Equity Index of all liabilities of Index 500. The financial statements and performance history of Equity Index will be carried over in the post-reorganization. The reorganization was approved by shareholders on March 15, 2006. The reorganization was effective at the close of business on March 31, 2006. The acquisition was accomplished by a tax-free exchange of shares. On April 3, 2006, in connection with the reorganization, Index 500 exchanged its shares for shares of Equity Index as follows: Original Fund/Class Shares Exchanged New Fund/Class Shares Received Index 500 Fund - Equity Index - A Class 9,733,344 Investor Class 28,917,087 Index 500 Fund - Equity Index - B Class 1,474,502 Investor Class 4,340,636 The net assets of Index 500 and Equity Index immediately before the acquisition were $171,655,240 and $815,558,506, respectively. Index 500's unrealized appreciation of $33,002,713 was combined with that of Equity Index. Immediately after the acquisition, the combined net assets were $987,213,746. 9. RECENTLY ISSUED ACCOUNTING STANDARDS In June 2006, the Financial Accounting Standards Board (FASB) issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes -- an Interpretation of FASB Statement No. 109" (FIN 48). FIN 48 establishes a minimum threshold for financial statement recognition of the benefit of positions taken in filing tax returns (including whether an entity is taxable in a particular jurisdiction), and requires certain expanded tax disclosures. FIN 48 is effective for fiscal years beginning after December 15, 2006, and is to be applied to all open tax years as of the date of effectiveness. The adoption of FIN 48 did not materially impact the financial statements. The FASB issued Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" (FAS 157), in September 2006, which is effective for fiscal years beginning after November 15, 2007. FAS 157 defines fair value, establishes a framework for measuring fair value and expands the required financial statement disclosures about fair value measurements. Management is currently evaluating the impact that adopting FAS 157 will have on the financial statement disclosures. In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, "Disclosures about Derivative Instruments and Hedging Activities -- an amendment of FASB Statement No. 133" (FAS 161). FAS 161 is effective for fiscal years beginning after November 15, 2008. FAS 161 amends and expands disclosures about derivative instruments and hedging activities. FAS 161 requires qualitative disclosures about the objectives and strategies of derivative instruments, quantitative disclosures about the fair value amounts of and gains and losses on derivative instruments, and disclosures of credit-risk-related contingent features in hedging activities. Management is currently evaluating the impact that adopting FAS 161 will have on the financial statement disclosures. 10. OTHER TAX INFORMATION (UNAUDITED) The following information is provided pursuant to provisions of the Internal Revenue Code. The fund hereby designates up to the maximum amount allowable as qualified dividend income for the fiscal year ended March 31, 2008. For corporate taxpayers, the fund hereby designates $17,404,980, or up to the maximum amount allowable, of ordinary income distributions paid during the fiscal year ended March 31, 2008 as qualified for the corporate dividends received deduction. - ------ 24 FINANCIAL HIGHLIGHTS Equity Index Investor Class For a Share Outstanding Throughout the Years Ended March 31 2008 2007 2006 2005 2004 PER-SHARE DATA Net Asset Value, Beginning of Period $5.66 $5.16 $4.70 $4.50 $3.39 ------ ------ ------ ------ ------ Income From Investment Operations Net Investment Income (Loss)(1) 0.09 0.08 0.07 0.07 0.05 Net Realized and Unrealized Gain (Loss) (0.39) 0.50 0.46 0.20 1.11 ------ ------ ------ ------ ------ Total From Investment Operations (0.30) 0.58 0.53 0.27 1.16 ------ ------ ------ ------ ------ Distributions From Net Investment Income (0.10) (0.08) (0.07) (0.07) (0.05) From Return of Capital --(2) -- -- -- -- ------ ------ ------ ------ ------ Total From Distributions (0.10) (0.08) (0.07) (0.07) (0.05) ------ ------ ------ ------ ------ Net Asset Value, End of Period $5.26 $5.66 $5.16 $4.70 $4.50 ====== ====== ====== ====== ====== TOTAL RETURN(3) (5.46)% 11.28% 11.36% 6.04% 34.27% RATIOS/SUPPLEMENTAL DATA Ratio of Operating Expenses to Average Net Assets 0.49% 0.49% 0.49% 0.49% 0.49% Ratio of Net Investment Income (Loss) to Average Net Assets 1.51% 1.49% 1.43% 1.59% 1.23% Portfolio Turnover Rate 9% 4% 17% 4% 16% Net Assets, End of Period (in thousands) $207,571 $232,880 $152,799 $150,454 $142,324 (1) Computed using average shares outstanding throughout the period. (2) Per-share amount was less than $0.005. (3) Total return assumes reinvestment of net investment income and capital gains distributions, if any. The total return of the classes may not precisely reflect the class expense differences because of the impact of calculating the net asset values to two decimal places. If net asset values were calculated to three decimal places, the total return differences would more closely reflect the class expense differences. The calculation of net asset values to two decimal places is made in accordance with SEC guidelines and does not result in any gain or loss of value between one class and another. See Notes to Financial Statements. - ------ 25 Equity Index Institutional Class For a Share Outstanding Throughout the Years Ended March 31 2008 2007 2006 2005 2004 PER-SHARE DATA Net Asset Value, Beginning of Period $5.67 $5.16 $4.71 $4.50 $3.39 ------ ------ ------ ------ ------ Income From Investment Operations Net Investment Income (Loss)(1) 0.10 0.09 0.08 0.08 0.06 Net Realized and Unrealized Gain (Loss) (0.40) 0.51 0.45 0.21 1.11 ------ ------ ------ ------ ------ Total From Investment Operations (0.30) 0.60 0.53 0.29 1.17 ------ ------ ------ ------ ------ Distributions From Net Investment Income (0.11) (0.09) (0.08) (0.08) (0.06) From Return of Capital --(2) -- -- -- -- ------ ------ ------ ------ ------ Total From Distributions (0.11) (0.09) (0.08) (0.08) (0.06) ------ ------ ------ ------ ------ Net Asset Value, End of Period $5.26 $5.67 $5.16 $4.71 $4.50 ====== ====== ====== ====== ====== TOTAL RETURN(3) (5.27)% 11.50% 11.35% 6.47% 34.53% RATIOS/SUPPLEMENTAL DATA Ratio of Operating Expenses to Average Net Assets 0.29% 0.29% 0.29% 0.29% 0.29% Ratio of Net Investment Income (Loss) to Average Net Assets 1.71% 1.69% 1.63% 1.79% 1.43% Portfolio Turnover Rate 9% 4% 17% 4% 16% Net Assets, End of Period (in thousands) $599,914 $813,571 $662,759 $907,886 $842,269 (1) Computed using average shares outstanding throughout the period. (2) Per-share amount was less than $0.005. (3) Total return assumes reinvestment of net investment income and capital gains distributions, if any. The total return of the classes may not precisely reflect the class expense differences because of the impact of calculating the net asset values to two decimal places. If net asset values were calculated to three decimal places, the total return differences would more closely reflect the class expense differences. The calculation of net asset values to two decimal places is made in accordance with SEC guidelines and does not result in any gain or loss of value between one class and another. See Notes to Financial Statements. - ------ 26 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Shareholders, American Century Capital Portfolios, Inc.: We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Equity Index Fund, one of the mutual funds constituting American Century Capital Portfolios, Inc. (the "Corporation"), as of March 31, 2008, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Corporation's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Corporation is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of March 31, 2008, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Equity Index Fund of American Century Capital Portfolios, Inc. as of March 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. Deloitte & Touche LLP Kansas City, Missouri May 13, 2008 - ------ 27 MANAGEMENT The individuals listed below serve as directors or officers of the fund. Each director serves until his or her successor is duly elected and qualified or until he or she retires. Mandatory retirement age for independent directors is 72. Those listed as interested directors are "interested" primarily by virtue of their engagement as directors and/or officers of, or ownership interest in, American Century Companies, Inc. (ACC) or its wholly owned, direct or indirect, subsidiaries, including the fund's investment advisor, American Century Investment Management, Inc. (ACIM); the fund's principal underwriter, American Century Investment Services, Inc. (ACIS); and the fund's transfer agent, American Century Services, LLC (ACS). The other directors (more than three-fourths of the total number) are independent; that is, they have never been employees, directors or officers of, and have no financial interest in, ACC or any of its wholly owned, direct or indirect, subsidiaries, including ACIM, ACIS and ACS. The directors serve in this capacity for seven registered investment companies in the American Century Investments family of funds. All persons named as officers of the fund also serve in similar capacities for the other 14 investment companies in the American Century Investments family of funds advised by ACIM or American Century Global Investment Management, Inc. (ACGIM), a wholly owned subsidiary of ACIM, unless otherwise noted. Only officers with policy-making functions are listed. No officer is compensated for his or her service as an officer of the fund. The listed officers are interested persons of the fund and are appointed or re-appointed on an annual basis. INTERESTED DIRECTORS JAMES E. STOWERS, JR., 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1924 POSITION(S) HELD WITH FUND: Director (since 1958) and Vice Chairman (since 2007) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Founder, Co-Chairman, Director and Controlling Shareholder, ACC; Co-Vice Chairman, ACC (January 2005 to February 2007); Chairman, ACC (January 1995 to December 2004); Director, ACIM, ACGIM, ACS, ACIS and other ACC subsidiaries NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66 OTHER DIRECTORSHIPS HELD BY DIRECTOR: None JONATHAN S. THOMAS, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1963 POSITION(S) HELD WITH FUND: Director (since 2007) and President (since 2007) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: President and Chief Executive Officer, ACC (March 2007 to present); Chief Administrative Officer, ACC (February 2006 to February 2007); Executive Vice President, ACC (November 2005 to February 2007). Also serves as: President, Chief Executive Officer and Director, ACS; Executive Vice President, ACIM and ACGIM; Director, ACIM, ACGIM, ACIS and other ACC subsidiaries. Managing Director, Morgan Stanley (March 2000 to November 2005) NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 105 OTHER DIRECTORSHIPS HELD BY DIRECTOR: None - ------ 28 INDEPENDENT DIRECTORS THOMAS A. BROWN, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1940 POSITION(S) HELD WITH FUND: Director (since 1980) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Managing Member, Associated Investments, LLC (real estate investment company); Managing Member, Brown Cascade Properties, LLC (real estate investment company); Retired, Area Vice President, Applied Industrial Technologies NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66 OTHER DIRECTORSHIPS HELD BY DIRECTOR: None ANDREA C. HALL, PH.D., 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1945 POSITION(S) HELD WITH FUND: Director (since 1997) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Retired, Advisor to the President, Midwest Research Institute NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66 OTHER DIRECTORSHIPS HELD BY DIRECTOR: None JAMES A. OLSON, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1942 POSITION(S) HELD WITH FUND: Director (since 2007) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Member, Plaza Belmont LLC; Chief Financial Officer, Plaza Belmont LLC (September 1999 to December 2006) NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66 OTHER DIRECTORSHIPS HELD BY DIRECTOR: Director, Saia, Inc. and Entertainment Properties Trust DONALD H. PRATT, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1937 POSITION(S) HELD WITH FUND: Director (since 1995) and Chairman of the Board (since 2005) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chairman and Chief Executive Officer, Western Investments, Inc.; Retired Chairman of the Board, Butler Manufacturing Company NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66 OTHER DIRECTORSHIPS HELD BY DIRECTOR: None GALE E. SAYERS, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1943 POSITION(S) HELD WITH FUND: Director (since 2000) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: President, Chief Executive Officer and Founder, Sayers40, Inc., a technology products and services provider NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66 OTHER DIRECTORSHIPS HELD BY DIRECTOR: None M. JEANNINE STRANDJORD, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1945 POSITION(S) HELD WITH FUND: Director (since 1994) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Retired, formerly Senior Vice President, Sprint Corporation NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66 OTHER DIRECTORSHIPS HELD BY DIRECTOR: Director, DST Systems, Inc.; Director, Euronet Worldwide, Inc.; Director, Charming Shoppes, Inc. - ------ 29 OFFICERS BARRY FINK, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1955 POSITION(S) HELD WITH FUND: Executive Vice President (since 2007) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chief Operating Officer and Executive Vice President, ACC (September 2007 to present); President, ACS (October 2007 to present); Managing Director, Morgan Stanley (2000 to 2007); Global General Counsel, Morgan Stanley (2000 to 2006). Also serves as: Director, ACC, ACS, ACIS and other ACC subsidiaries MARYANNE ROEPKE, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1956 POSITION(S) HELD WITH FUND: Chief Compliance Officer (since 2006) and Senior Vice President (since 2000) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chief Compliance Officer, ACIM, ACGIM and ACS (August 2006 to present); Assistant Treasurer, ACC (January 1995 to August 2006); and Treasurer and Chief Financial Officer, various American Century Investments funds (July 2000 to August 2006). Also serves as: Senior Vice President, ACS CHARLES A. ETHERINGTON, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1957 POSITION(S) HELD WITH FUND: General Counsel (since 2007) and Senior Vice President (since 2006) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Attorney, ACC (February 1994 to present); Vice President, ACC (November 2005 to present); General Counsel, ACC (March 2007 to present). Also serves as: General Counsel, ACIM, ACGIM, ACS, ACIS and other ACC subsidiaries; and Senior Vice President, ACIM, ACGIM and ACS ROBERT LEACH, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1966 POSITION(S) HELD WITH FUND: Vice President, Treasurer and Chief Financial Officer (all since 2006) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Vice President, ACS (February 2000 to present) and Controller, various American Century Investments funds (1997 to September 2006) JON ZINDEL, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1967 POSITION(S) HELD WITH FUND: Tax Officer (since 1998) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chief Financial Officer and Chief Accounting Officer, ACC (March 2007 to present); Vice President, ACC (October 2001 to present); Vice President, certain ACC subsidiaries (October 2001 to August 2006); Vice President, Corporate Tax, ACS (April 1998 to August 2006). Also serves as: Chief Financial Officer, Chief Accounting Officer and Senior Vice President, ACIM, ACGIM, ACS and other ACC subsidiaries; and Chief Accounting Officer and Senior Vice President, ACIS The SAI has additional information about the fund's directors and is available without charge, upon request, by calling 1-800-345-2021. - ------ 30 ADDITIONAL INFORMATION RETIREMENT ACCOUNT INFORMATION As required by law, any distributions you receive from an IRA or certain 403(b), 457 and qualified plans [those not eligible for rollover to an IRA or to another qualified plan] are subject to federal income tax withholding, unless you elect not to have withholding apply. Tax will be withheld on the total amount withdrawn even though you may be receiving amounts that are not subject to withholding, such as nondeductible contributions. In such case, excess amounts of withholding could occur. You may adjust your withholding election so that a greater or lesser amount will be withheld. If you don't want us to withhold on this amount, you must notify us to not withhold the federal income tax. Even if you plan to roll over the amount you withdraw to another tax-deferred account, the withholding rate still applies to the withdrawn amount unless we have received notice not to withhold federal income tax prior to the withdrawal. You may notify us in writing or in certain situations by telephone or through other electronic means. You have the right to revoke your withholding election at any time and any election you make may remain in effect until revoked by filing a new election. Remember, even if you elect not to have income tax withheld, you are liable for paying income tax on the taxable portion of your withdrawal. If you elect not to have income tax withheld or you don't have enough income tax withheld, you may be responsible for payment of estimated tax. You may incur penalties under the estimated tax rules if your withholding and estimated tax payments are not sufficient. State tax will be withheld if, at the time of your distribution, your address is within one of the mandatory withholding states and you have federal income tax withheld. State taxes will be withheld from your distribution in accordance with the respective state rules. PROXY VOTING GUIDELINES American Century Investment Management, Inc., the fund's investment advisor, is responsible for exercising the voting rights associated with the securities purchased and/or held by the fund. A description of the policies and procedures the advisor uses in fulfilling this responsibility is available without charge, upon request, by calling 1-800-345-2021. It is also available on American Century's website at americancentury.com and on the Securities and Exchange Commission's website at sec.gov. Information regarding how the investment advisor voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on the "About Us" page at americancentury.com. It is also available at sec.gov. QUARTERLY PORTFOLIO DISCLOSURE The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year on Form N-Q. The fund's Form N-Q is available on the SEC's website at sec.gov, and may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The fund also makes its complete schedule of portfolio holdings for the most recent quarter of its fiscal year available on its website at americancentury.com and, upon request, by calling 1-800-345-2021. - ------ 31 INDEX DEFINITIONS The following indices are used to illustrate investment market, sector, or style performance or to serve as fund performance comparisons. They are not investment products available for purchase. The RUSSELL 1000® INDEX is a market-capitalization weighted, large-cap index created by Frank Russell Company to measure the performance of the 1,000 largest companies in the Russell 3000 Index (the 3,000 largest publicly traded U.S. companies, based on total market capitalization). The RUSSELL 1000® GROWTH INDEX measures the performance of those Russell 1000 Index companies (the 1,000 largest of the 3,000 largest publicly traded U.S. companies, based on total market capitalization) with higher price-to-book ratios and higher forecasted growth values. The RUSSELL 1000® VALUE INDEX measures the performance of those Russell 1000 Index companies (the 1,000 largest of the 3,000 largest publicly traded U.S. companies, based on total market capitalization) with lower price-to-book ratios and lower forecasted growth values. The RUSSELL 2000® INDEX is a market-capitalization weighted index created by Frank Russell Company to measure the performance of the 2,000 smallest of the 3,000 largest publicly traded U.S. companies, based on total market capitalization. The RUSSELL 2000® GROWTH INDEX measures the performance of those Russell 2000 Index companies (the 2,000 smallest of the 3,000 largest publicly traded U.S. companies, based on total market capitalization) with higher price-to-book ratios and higher forecasted growth values. The RUSSELL 2000® VALUE INDEX measures the performance of those Russell 2000 Index companies (the 2,000 smallest of the 3,000 largest publicly traded U.S. companies, based on total market capitalization) with lower price-to-book ratios and lower forecasted growth values. The RUSSELL MIDCAP® INDEX measures the performance of the 800 smallest of the 1,000 largest publicly traded U.S. companies, based on total market capitalization. The RUSSELL MIDCAP® GROWTH INDEX measures the performance of those Russell Midcap Index companies (the 800 smallest of the 1,000 largest publicly traded U.S. companies, based on total market capitalization) with higher price-to-book ratios and higher forecasted growth values. The RUSSELL MIDCAP® VALUE INDEX measures the performance of those Russell Midcap Index companies (the 800 smallest of the 1,000 largest publicly traded U.S. companies, based on total market capitalization) with lower price-to-book ratios and lower forecasted growth values. The S&P 500 INDEX is a market value-weighted index of the stocks of 500 publicly traded U.S. companies chosen for market size, liquidity, and industry group representation that are considered to be leading firms in dominant industries. Each stock's weight in the index is proportionate to its market value. Created by Standard & Poor's, it is considered to be a broad measure of U.S. stock market performance. - ------ 32 [back cover] [american century investments logo and text logo ®] CONTACT US AMERICANCENTURY.COM AUTOMATED INFORMATION LINE . . . . . . . . . . . . . . . . 1-800-345-8765 INVESTOR SERVICES REPRESENTATIVE . . . . . . . . . . . . . 1-800-345-2021 or 816-531-5575 BUSINESS, NOT-FOR-PROFIT, EMPLOYER-SPONSORED RETIREMENT PLANS. .. . . . . . . . . . . . . . . . . . . . . . . . . . 1-800-345-3533 BANKS AND TRUST COMPANIES, BROKER-DEALERS, FINANCIAL PROFESSIONALS, INSURANCE COMPANIES . . . . . . . 1-800-345-6488 TELECOMMUNICATIONS DEVICE FOR THE DEAF . . . . . . . . . . 1-800-634-4113 AMERICAN CENTURY CAPITAL PORTFOLIOS, INC. INVESTMENT ADVISOR: American Century Investment Management, Inc. Kansas City, Missouri This report and the statements it contains are submitted for the general information of our shareholders. The report is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. American Century Investment Services, Inc., Distributor ©2008 American Century Proprietary Holdings, Inc. All rights reserved. 0805 CL-ANN-60046N
[front cover] ANNUAL REPORT MARCH 31, 2008 [american century investments logo and text logo ®] AMERICAN CENTURY INVESTMENTS REAL ESTATE FUND PRESIDENT'S LETTER JONATHAN THOMAS [photo of Jonathan Thomas] Dear Investor, At American Century Investments®, we are committed to helping you reach your financial goals. Your success is the ultimate measure of our performance. That's why we focus on achieving superior investment results and building long-term relationships with investors like you. Part of that relationship is to clearly communicate investment results and what influenced them. To help you monitor your investment with us, we take pride in providing you with the annual report for the American Century® Real Estate Fund for the 12 months ended March 31, 2008. We also recommend our website, americancentury.com, where we provide company news, quarterly portfolio commentaries, investment views, and other useful information about portfolio strategy, personal finance, government policy, and the markets. As noted on the website, 2008 marks our 50th year. Since 1958, we've worked for you with integrity, always striving to make wise decisions with your interests as our guide. Fifty years also means that we've met the challenges of previous recessionary cycles. As we've crossed those hurdles and earned your trust, our assets under management have grown to close to $100 billion, putting us in the top 5% of our industry. This growth has given us the resources to offer a wide array of financial products and services, including a well-diversified line-up of portfolios that provide you with many choices in these turbulent times. Our investment discipline and integrity are important features of our portfolios. For example, our fixed-income investment team anticipated the current credit squeeze. Instead of chasing higher yields and adding leveraged exposure as the credit bubble inflated, the team minimized our portfolios' direct exposure to subprime-related debt, preserving investors' hard-earned capital. The team also positioned the portfolios to capitalize on opportunities, including attractive high-quality securities discarded by investors with liquidity needs. We'll continue to work hard to earn your trust. Thank you for your continued support. Sincerely, /s/Jonathan Thomas Jonathan S. Thomas President and Chief Executive Officer American Century Investments TABLE OF CONTENTS Market Perspective. . . . . . . . . . . . . . . . . . . . . . . . . . 2 U.S. Stock Index Returns . . . . . . . . . . . . . . . . . . . . . . 2 REAL ESTATE Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Portfolio Commentary. . . . . . . . . . . . . . . . . . . . . . . . . 5 Top Ten Holdings . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Industry Allocation. . . . . . . . . . . . . . . . . . . . . . . . . 6 Types of Investments in Portfolio. . . . . . . . . . . . . . . . . . 6 Shareholder Fee Example . . . . . . . . . . . . . . . . . . . . . . . 7 Schedule of Investments . . . . . . . . . . . . . . . . . . . . . . . 9 FINANCIAL STATEMENTS Statement of Assets and Liabilities . . . . . . . . . . . . . . . . . 11 Statement of Operations . . . . . . . . . . . . . . . . . . . . . . . 13 Statement of Changes in Net Assets. . . . . . . . . . . . . . . . . . 14 Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . 15 Financial Highlights. . . . . . . . . . . . . . . . . . . . . . . . . 22 Report of Independent Registered Public Accounting Firm . . . . . . . 28 OTHER INFORMATION Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 Additional Information. . . . . . . . . . . . . . . . . . . . . . . . 32 Index Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . 33 The opinions expressed in the Market Perspective and the Portfolio Commentary reflect those of the portfolio management team as of the date of the report, and do not necessarily represent the opinions of American Century or any other person in the American Century organization. Any such opinions are subject to change at any time based upon market or other conditions and American Century disclaims any responsibility to update such opinions. These opinions may not be relied upon as investment advice and, because investment decisions made by American Century funds are based on numerous factors, may not be relied upon as an indication of trading intent on behalf of any American Century fund. Security examples are used for representational purposes only and are not intended as recommendations to purchase or sell securities. Performance information for comparative indices and securities is provided to American Century by third party vendors. To the best of American Century's knowledge, such information is accurate at the time of printing. MARKET PERSPECTIVE [photo of Chief Investment Officer] By Enrique Chang, Chief Investment Officer, American Century Investments ECONOMIC AND SUBPRIME TURMOIL SANK STOCKS The broad U.S. equity indexes declined for the 12 months ended March 31, 2008, as the market environment changed dramatically. Stocks began the period on an upward trajectory, boosted by better-than-expected earnings and robust merger activity. However, the market reversed course in mid-2007 as the bursting of the housing market bubble led to a meltdown in the subprime lending industry and a liquidity crunch in the credit markets. Tighter lending standards brought an end to the easy credit that fueled the merger and leveraged buy-out boom of the past few years, and the economy threatened to tip into recession amid sluggish job growth and weaker consumer spending. The Federal Reserve (the Fed) responded aggressively, cutting short-term interest rates six times between September 2007 and March 2008 and injecting liquidity into the financial system to provide some relief to the credit markets. But the Fed's game plan was complicated by persistently high energy and food prices, which led to concerns about rising inflation. These exceptional events triggered unusually high levels of financial market volatility. Several of the major U.S. stock indexes hit all-time highs, then suffered their first 10% correction since 2003. The first quarter of 2008 brought the worst quarterly performance for stocks in nearly six years as the credit crunch deepened and a recession loomed. LARGE-CAP AND GROWTH LED THE WAY While stocks fell across the board, large-cap shares held up the best, while small-cap stocks experienced the largest declines (see the accompanying table). Growth-oriented issues outpaced value stocks across all market capitalizations, though value outperformed during the final three months of the period. By far, energy stocks generated the best returns as the price of oil soared by 54% during the period, peaking at a record high of more than $110 a barrel. Consumer staples stocks, which tend to hold up well in a weaker economic environment, also delivered strong results. The financials and consumer discretionary sectors sustained the largest losses. U.S. Stock Index Returns For the 12 months ended March 31, 2008 RUSSELL 1000 INDEX (LARGE-CAP) -5.40% Russell 1000 Growth Index -0.75% Russell 1000 Value Index -9.99% RUSSELL MIDCAP INDEX -8.92% Russell Midcap Growth Index -4.55% Russell Midcap Value Index -14.12% RUSSELL 2000 INDEX (SMALL-CAP) -13.00% Russell 2000 Growth Index -8.94% Russell 2000 Value Index -16.88% - ------ 2 PERFORMANCE Real Estate Total Returns as of March 31, 2008 Average Annual Returns Since Inception 1 year 5 years 10 years Inception Date INVESTOR CLASS -16.60% 18.78% 11.25% 14.31% 9/21/95(1) MSCI US REIT INDEX -17.87% 18.16% 10.68% 13.00%(2) -- Institutional Class -16.44% 19.00% 11.49% 12.25% 6/16/97 A Class(3) No sales charge* -16.84% 18.50% -- 14.73% With sales charge* -21.63% 17.10% -- 14.01% 10/6/98 B Class(4) No sales charge* -- -- -- -11.57% With sales charge* -- -- -- -16.57% 9/28/07 C Class(4) No sales charge* -- -- -- -11.57% With sales charge* -- -- -- -12.32% 9/28/07 R Class(4) -- -- -- -11.37% 9/28/07 * Sales charges include initial sales charges and contingent deferred sales charges (CDSCs), as applicable. A Class shares have a 5.75% maximum initial sales charge for equity funds and may be subject to a maximum CDSC of 1.00%. B Class shares redeemed within six years of purchase are subject to a CDSC that declines from 5.00% during the first year after purchase to 0.00% the sixth year after purchase. C Class shares redeemed within 12 months of purchase are subject to a maximum CDSC of 1.00%. The SEC requires that mutual funds provide performance information net of maximum sales charges in all cases where charges could be applied. (1) The inception date for RREEF Real Estate Securities Fund, Real Estate's predecessor. That fund merged with Real Estate on 6/13/97 and Real Estate was first offered to the public on 6/16/97. (2) Since 9/30/95, the date nearest the Investor Class's inception for which data are available. (3) Prior to September 4, 2007, the A Class was referred to as the Advisor Class. Performance, with sales charge, prior to that date has been adjusted to reflect the A Class's current sales charge. (4) Total returns for periods less than one year are not annualized. Data presented reflect past performance. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance shown. Investment return and principal value will fluctuate, and redemption value may be more or less than original cost. To obtain performance data current to the most recent month end, please call 1-800-345-2021 or visit americancentury.com. The fund may be subject to certain risks similar to those associated with direct investment in real estate including but not limited to: local or regional economic conditions, changes in zoning laws, changes in property values, property tax increases, overbuilding, increased competition, environmental contamination, natural disasters and interest rate risk. Unless otherwise indicated, performance reflects Investor Class shares; performance for other share classes will vary due to differences in fee structure. For information about other share classes available, please consult the prospectus. Data assumes reinvestment of dividends and capital gains, and none of the charts reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Returns for the index are provided for comparison. The fund's total returns include operating expenses (such as transaction costs and management fees) that reduce returns, while the total returns of the index do not. - ------ 3 Real Estate Growth of $10,000 Over 10 Years $10,000 investment made March 31, 1998
One-Year Returns Over 10 Years Periods ended March 31 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 Investor Class -21.04% 2.87% 24.57% 20.23% 0.93% 50.97% 9.53% 40.65% 22.02% -16.60% MSCI US REIT Index -20.32% 2.94% 22.93% 22.79% -3.28% 51.60% 8.62% 39.50% 22.10% -17.87% Data presented reflect past performance. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance shown. Investment return and principal value will fluctuate, and redemption value may be more or less than original cost. To obtain performance data current to the most recent month end, please call 1-800-345-2021 or visit americancentury.com. The fund may be subject to certain risks similar to those associated with direct investment in real estate including but not limited to: local or regional economic conditions, changes in zoning laws, changes in property values, property tax increases, overbuilding, increased competition, environmental contamination, natural disasters and interest rate risk. Unless otherwise indicated, performance reflects Investor Class shares; performance for other share classes will vary due to differences in fee structure. For information about other share classes available, please consult the prospectus. Data assumes reinvestment of dividends and capital gains, and none of the charts reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Returns for the index are provided for comparison. The fund's total returns include operating expenses (such as transaction costs and management fees) that reduce returns, while the total returns of the index do not. - ------ 4 PORTFOLIO COMMENTARY Real Estate Portfolio Manager: Kay Herr Scott Blasdell, co-portfolio manager, left the Real Estate team on March 31, 2008, to take on new responsibilities within JPMorgan (which subadvises American Century Real Estate). Kay Herr has been a member of the Real Estate team since 2002, and has taken over Scott's responsibilities on the portfolio. PERFORMANCE SUMMARY Real Estate posted a total return of -16.60%* for the 12 months ended March 31, 2008, outperforming the MSCI US REIT Index, which returned -17.87%. The portfolio's performance resulted from a steep decline in the real estate investment trust (REIT) market during the period--a much more significant drop than was suffered by the broader stock market, as the S&P 500 Index** returned - -5.08% over the same time. The subprime mortgage meltdown, accompanied by a weakening economy put strong downward pressure on the REIT market as rich valuations were repriced to accommodate elevated risk from higher debt costs, a potential slowdown in demand and negative revaluation of the properties held by the REIT operators. Redemptions increased dramatically around the middle of 2007, particularly in June. Outflows were driven by both dedicated REIT investors and non-dedicated investors rotating out of the sector. In the broader market, investors responded to increasing defaults in subprime mortgages by aggressively selling mortgage securities and CDOs. Decreasing values as well as redemptions from funds holding these types of securities put pressure on lenders, brokers and monoline insurers, resulting in a massive tightening in the money markets. The Fed responded with multiple cuts in the discount rate and federal funds rate as well as other creative money operations to ameliorate high levels of illiquidity. In general, the interplay of Federal Reserve operations and negative sentiment on the state of the U.S. economy and financial sector in particular drove the market to high levels of volatility. OFFICE/INDUSTRIAL AND RETAIL STOCKS BUOYED RELATIVE RETURNS Stock selection in the office/industrial, retail and "other" sectors was strong. A positive contributor was our overweight position in Crown Castle International, a firm which rents wireless bandwidth supported by a series of towers it owns and operates. This stock benefited from improving tower leasing trends as investors anticipated accelerating revenue growth in late 2007 and 2008 from the deployment of advanced wireless services spectrum. The company has continued to add shareholder value through its periodic stock buy-back program and the acquisition of Global Signal. Another contributor was the industrial REIT, ProLogis. Top Ten Holdings as of March 31, 2008 % of net % of net assets as of assets as of 3/31/08 9/30/07 Simon Property Group, Inc. 9.3% 8.3% Kimco Realty Corp. 6.2% 5.1% ProLogis 6.0% 7.8% Apartment Investment and Management Co. Cl A 5.4% 4.1% Public Storage Inc. 4.7% 5.6% Liberty Property Trust 4.0% 2.5% Developers Diversified Realty Corp. 3.8% 2.1% Duke Realty Corporation 3.6% 3.5% Macerich Co. (The) 3.6% -- Digital Realty Trust Inc. 3.6% 2.7% * All fund returns referenced in this commentary are for Investor Class shares. **The S&P 500 Index returned 11.32% and 3.50% for the five- and ten-year periods ended March 31, 2008, respectively. - ------ 5 Real Estate Shares rose due to the company's ability to generate strong margins on development and sales of newly developed properties into its own funds management business. ProLogis has operations diversified across all three major global regions, and was consequently considered a defensive play over 2007 due to its exposure to healthier global markets. MORTGAGE REIT WAS A MAJOR DETRACTOR FROM PERFORMANCE Our exposure to Annaly Capital Management, a mortgage REIT that owns agency mortgage-backed securities (i.e. mortgages guaranteed by Fannie Mae or Freddie Mac), was a major detractor. The stock came under pressure when Fannie Mae and Freddie Mac reported poor earnings at the end of February and a Carlyle Capital fund owning agency mortgage-backed securities defaulted on loans from one of its repo lenders. While the spreads between the cost of debt and yields on their investments reached 1998 levels at one point for firms like Annaly, we have eliminated our position as negative sentiment for anything "mortgage" will be hard to overcome. Another holding that weighed on performance was suburban office and industrial REIT, Duke Realty Corp., which suffered as fears of an economic slowdown impacted investor expectations for margins on its merchant building business (developing property for sale) as well as overall portfolio occupancy. Investors are wary of Duke's large development pipeline, which increases capital requirements just as liquidity in the debt markets is tightening. However, we still have high conviction in the name due to its attractive valuation and high dividend yield. OUTLOOK While it seems that underlying private commercial real estate values are finally correcting downward, the scale and eventual timing of value changes is still very uncertain. On the other hand - absent a full-fledged recession - commercial real estate fundamentals are still reasonably strong, suggesting cash flow should not slow dramatically in the short term. Without any positive catalyst, however, we don't expect REITs to stage a sustainable rally until ongoing problems in the financial markets are resolved and the scale of direct real estate repricing is determined. Until then, subprime fallout and the housing slowdown will continue to weigh on both the U.S. economy and REIT market. Industry Allocation % of net % of net assets as of assets as of 3/31/08 9/30/07 Retail REITs 30.5% 24.0% Office REITs 17.8% 16.0% Specialized REITs 17.5% 23.4% Residential REITs 12.3% 16.5% Industrial REITs 8.8% 10.8% Diversified REITs 8.7% 7.3% Homebuilding 0.5% -- Wireless Telecommunication Services -- 1.0% Cash and Equivalents(1) 3.9% 1.0% (1) Includes temporary cash investments, securities lending collateral and other assets and liabilities. Types of Investments in Portfolio % of net % of net assets as of assets as of 3/31/08 9/30/07 Common Stocks 96.1% 99.0% Temporary Cash Investments 3.4% 1.4% Other Assets and Liabilities(2) 0.5% (0.4)% (2) Includes securities lending collateral and other assets and liabilities. - ------ 6 SHAREHOLDER FEE EXAMPLE (UNAUDITED) Fund shareholders may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and redemption/exchange fees; and (2) ongoing costs, including management fees; distribution and service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in your fund and to compare these costs with the ongoing cost of investing in other mutual funds. The example is based on an investment of $1,000 made at the beginning of the period and held for the entire period from October 1, 2007 to March 31, 2008. ACTUAL EXPENSES The table provides information about actual account values and actual expenses for each class. You may use the information, together with the amount you invested, to estimate the expenses that you paid over the period. First, identify the share class you own. Then simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. If you hold Investor Class shares of any American Century fund, or Institutional Class shares of the American Century Diversified Bond Fund, in an American Century account (i.e., not a financial intermediary or retirement plan account), American Century may charge you a $12.50 semiannual account maintenance fee if the value of those shares is less than $10,000. We will redeem shares automatically in one of your accounts to pay the $12.50 fee. In determining your total eligible investment amount, we will include your investments in all PERSONAL ACCOUNTS (including American Century Brokerage accounts) registered under your Social Security number. PERSONAL ACCOUNTS include individual accounts, joint accounts, UGMA/UTMA accounts, personal trusts, Coverdell Education Savings Accounts and IRAs (including traditional, Roth, Rollover, SEP-, SARSEP- and SIMPLE-IRAs), and certain other retirement accounts. If you have only business, business retirement, employer-sponsored or American Century Brokerage accounts, you are currently not subject to this fee. We will not charge the fee as long as you choose to manage your accounts exclusively online. If you are subject to the Account Maintenance Fee, your account value could be reduced by the fee amount. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The table also provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio of each class of your fund and an assumed rate of return of 5% per year before expenses, which is not the actual return of a fund's share class. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption/exchange fees. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. - ------ 7 Beginning Expenses Paid Account Ending During Period* Annualized Value Account Value 10/1/07 - Expense 10/1/07 3/31/08 3/31/08 Ratio* ACTUAL Investor Class $1,000 $888.70 $5.43 1.15% Institutional Class $1,000 $889.70 $4.49 0.95% A Class $1,000 $887.40 $6.61 1.40% B Class $1,000 $884.30 $10.13 2.15% C Class $1,000 $884.30 $10.13 2.15% R Class $1,000 $886.30 $7.78 1.65% HYPOTHETICAL Investor Class $1,000 $1,019.25 $5.81 1.15% Institutional Class $1,000 $1,020.25 $4.80 0.95% A Class $1,000 $1,018.00 $7.06 1.40% B Class $1,000 $1,014.25 $10.83 2.15% C Class $1,000 $1,014.25 $10.83 2.15% R Class $1,000 $1,016.75 $8.32 1.65% * Expenses are equal to the class's annualized expense ratio listed in the table above, multiplied by the average account value over the period, multiplied by 183, the number of days in the most recent fiscal half-year, divided by 366, to reflect the one-half year period. - ------ 8 SCHEDULE OF INVESTMENTS Real Estate MARCH 31, 2008 Shares Value Common Stocks -- 96.1% DIVERSIFIED REITS -- 8.7% 1,480,610 Colonial Properties Trust $ 35,608,672 1,709,522 Liberty Property Trust 53,183,229 294,400 Vornado Realty Trust 25,380,224 -------------- 114,172,125 -------------- HOMEBUILDING -- 0.5% 251,300 Centex Corp. 6,083,973 -------------- INDUSTRIAL REITS -- 8.8% 695,100 AMB Property Corp. 37,827,342 1,337,690 ProLogis 78,736,433 -------------- 116,563,775 -------------- OFFICE REITS -- 17.8% 406,100 Alexandria Real Estate Equities, Inc. 37,653,592 427,800 Boston Properties Inc. 39,387,546 991,800 Brandywine Realty Trust 16,820,928 1,325,300 Digital Realty Trust Inc. 47,048,150 2,104,912 Duke Realty Corporation 48,013,043 671,000 Kilroy Realty Corp. 32,952,810 311,810 Mack-Cali Realty Corp. 11,134,735 99,800 Maguire Properties, Inc.(1) 1,428,138 -------------- 234,438,942 -------------- RESIDENTIAL REITS -- 12.3% 1,992,661 Apartment Investment and Management Co. Cl A 71,357,190 148,500 AvalonBay Communities Inc. 14,333,220 735,000 Camden Property Trust 36,897,000 58,600 Education Realty Trust, Inc. 736,602 229,300 Post Properties, Inc. 8,855,566 1,242,484 UDR, Inc. 30,465,708 -------------- 162,645,286 -------------- RETAIL REITS -- 30.5% 689,100 CBL & Associates Properties, Inc. 16,214,523 1,212,100 Developers Diversified Realty Corp. 50,762,748 279,210 General Growth Properties, Inc. 10,657,446 2,082,580 Kimco Realty Corp. 81,574,659 682,254 Macerich Co. (The) 47,941,989 1,811,040 National Retail Properties, Inc.(1) 39,933,432 Shares Value 1,316,751 Simon Property Group, Inc. $ 122,339,335 946,000 Weingarten Realty Investors(1) 32,580,240 -------------- 402,004,372 -------------- SPECIALIZED REITS -- 17.5% 212,026 Cogdell Spencer Inc. 3,333,049 1,061,400 HCP, Inc. 35,885,934 179,100 Healthcare Realty Trust Inc.(1) 4,683,465 1,172,600 Hospitality Properties Trust 39,891,852 2,133,825 Host Hotels & Resorts Inc. 33,970,494 692,589 Public Storage Inc. 61,377,236 252,650 Sovran Self Storage, Inc.(1) 10,790,682 916,300 Ventas, Inc. 41,151,033 -------------- 231,083,745 -------------- TOTAL COMMON STOCKS (Cost $1,247,708,662) 1,266,992,218 -------------- Temporary Cash Investments -- 3.4% Repurchase Agreement, Bank of America Securities, LLC, (collateralized by various U.S. Treasury obligations, 2.00%, 4/15/12, valued at $11,043,683), in a joint trading account at 1.20%, dated 3/31/08, due 4/1/08 (Delivery value $10,800,360) 10,800,000 Repurchase Agreement, Morgan Stanley Group, Inc., (collateralized by various U.S. Treasury obligations, 7.875%, 2/15/21, valued at $35,191,536), in a joint trading account at 1.30%, dated 3/31/08, due 4/1/08 (Delivery value $34,401,242) 34,400,000 -------------- TOTAL TEMPORARY CASH INVESTMENTS (Cost $45,200,000) 45,200,000 -------------- Temporary Cash Investments -- Securities Lending Collateral(2) -- 2.5% Repurchase Agreement, Barclays Bank plc, (collateralized by various U.S. Government Agency obligations in a pooled account at the lending agent), 2.30%, dated 3/31/08 due 4/1/08 (Delivery value $8,271,236) 8,270,708 Repurchase Agreement, BNP Paribas, (collateralized by various U.S. Government Agency obligations in a pooled account at the lending agent), 2.30%, dated 3/31/08, due 4/1/08 (Delivery value $7,508,478) 7,507,998 Repurchase Agreement, Deutsche Bank AG, (collateralized by various U.S. Government Agency obligations in a pooled account at the lending agent), 2.25%, dated 3/31/08, due 4/1/08 (Delivery value $8,350,522) 8,350,000 - ------ 9 Real Estate Value Repurchase Agreement, Goldman Sachs Group, Inc. (The), (collateralized by various U.S. Government Agency obligations in a pooled account at the lending agent), 2.15%, dated 3/31/08, due 4/1/08 (Delivery value $8,287,070) $ 8,286,575 -------------- TOTAL TEMPORARY CASH INVESTMENTS -- SECURITIES LENDING COLLATERAL (Cost $32,415,281) 32,415,281 -------------- TOTAL INVESTMENT SECURITIES -- 102.0% (Cost $1,325,323,943) 1,344,607,499 -------------- OTHER ASSETS AND LIABILITIES -- (2.0)% (26,074,378) -------------- TOTAL NET ASSETS -- 100.0% $1,318,533,121 ============== Notes to Schedule of Investments REIT = Real Estate Investment Trust (1) Security, or a portion thereof, was on loan as of March 31, 2008. (2) Investments represent purchases made by the lending agent with cash collateral received through securities lending transactions. See Notes to Financial Statements. - ------ 10 STATEMENT OF ASSETS AND LIABILITIES MARCH 31, 2008 ASSETS Investment securities -- unaffiliated, at value (cost of $1,292,908,662) -- including $31,583,188 of securities on loan $1,312,192,218 Investments made with cash collateral received for securities on loan, at value (cost of $32,415,281) 32,415,281 -------------- Total investment securities, at value (cost of $1,325,323,943) 1,344,607,499 Cash 355,864 Foreign currency holdings, at value (cost of $6,138) 6,850 Receivable for investments sold 7,130,727 Receivable for capital shares sold 8,770 Dividends and interest receivable 4,544,135 -------------- 1,356,653,845 -------------- LIABILITIES Payable for collateral received for securities on loan 32,415,281 Payable for investments purchased 4,436,857 Payable for capital shares redeemed 15,375 Accrued management fees 1,200,678 Distribution fees payable 39 Service fees (and distribution fees -- A Class and R Class) payable 52,494 -------------- 38,120,724 -------------- NET ASSETS $1,318,533,121 ============== See Notes to Financial Statements. - ------ 11 MARCH 31, 2008 NET ASSETS CONSIST OF: Capital (par value and paid-in surplus) $1,439,824,897 Accumulated net investment loss (2,071) Accumulated net realized loss on investment and foreign currency transactions (140,573,973) Net unrealized appreciation on investments and translation of assets and liabilities in foreign currencies 19,284,268 -------------- $1,318,533,121 ============== INVESTOR CLASS, $0.01 PAR VALUE Net assets $864,011,185 Shares outstanding 39,871,300 Net asset value per share $21.67 INSTITUTIONAL CLASS, $0.01 PAR VALUE Net assets $200,982,273 Shares outstanding 9,258,281 Net asset value per share $21.71 A CLASS, $0.01 PAR VALUE Net assets $253,419,076 Shares outstanding 11,686,093 Net asset value per share $21.69 Maximum offering price (net asset value divided by 0.9425) $23.01 B CLASS, $0.01 PAR VALUE Net assets $32,712 Shares outstanding 1,513 Net asset value per share $21.62 C CLASS, $0.01 PAR VALUE Net assets $62,266 Shares outstanding 2,880 Net asset value per share $21.62 R CLASS, $0.01 PAR VALUE Net assets $25,609 Shares outstanding 1,183 Net asset value per share $21.65 See Notes to Financial Statements. - ------ 12 STATEMENT OF OPERATIONS YEAR ENDED MARCH 31, 2008 INVESTMENT INCOME (LOSS) INCOME: Dividends (including $3,568,487 from affiliates and net of foreign taxes withheld of $83,766) $ 44,600,050 Interest 1,535,903 Securities lending, net 230,031 -------------- 46,365,984 -------------- EXPENSES: Management fees 18,205,820 Distribution fees: A Class 453,330 B Class 104 C Class 139 Service fees: A Class 453,330 B Class 35 C Class 46 Distribution and service fees: A Class 444,479 R Class 60 Directors' fees and expenses 47,359 Other expenses 70,457 -------------- 19,675,159 -------------- NET INVESTMENT INCOME (LOSS) 26,690,825 -------------- REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) on investment and foreign currency transactions (including $(19,439,138) from affiliates) (130,456,267) Change in net unrealized appreciation (depreciation) on investments and translation of assets and liabilities in foreign currencies (236,332,792) -------------- NET REALIZED AND UNREALIZED GAIN (LOSS) (366,789,059) -------------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $(340,098,234) ============== See Notes to Financial Statements. - ------ 13 STATEMENT OF CHANGES IN NET ASSETS YEARS ENDED MARCH 31, 2008 AND MARCH 31, 2007 Increase (Decrease) in Net Assets 2008 2007 OPERATIONS Net investment income (loss) $ 26,690,825 $ 33,164,414 Net realized gain (loss) (130,456,267) 352,211,903 Change in net unrealized appreciation (depreciation) (236,332,792) (6,426,910) --------------- -------------- Net increase (decrease) in net assets resulting from operations (340,098,234) 378,949,407 --------------- -------------- DISTRIBUTIONS TO SHAREHOLDERS From net investment income: Investor Class (21,143,716) (19,413,786) Institutional Class (5,215,050) (5,186,921) A Class (6,187,601) (5,422,844) B Class (162) -- C Class (186) -- R Class (171) -- From net realized gains: Investor Class (138,287,089) (142,353,221) Institutional Class (31,745,958) (32,753,650) A Class (47,058,947) (45,262,120) B Class (4,266) -- C Class (4,409) -- R Class (3,591) -- --------------- -------------- Decrease in net assets from distributions (249,651,146) (250,392,542) --------------- -------------- CAPITAL SHARE TRANSACTIONS Net increase (decrease) in net assets from capital share transactions (549,465,923) 768,592,109 --------------- -------------- NET INCREASE (DECREASE) IN NET ASSETS (1,139,215,303) 897,148,974 NET ASSETS Beginning of period 2,457,748,424 1,560,599,450 --------------- -------------- End of period $ 1,318,533,121 $2,457,748,424 =============== ============== Accumulated undistributed net investment income (loss) $(2,071) $5,364,094 =============== ============== See Notes to Financial Statements. - ------ 14 NOTES TO FINANCIAL STATEMENTS MARCH 31, 2008 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION -- American Century Capital Portfolios, Inc. (the corporation) is registered under the Investment Company Act of 1940 (the 1940 Act) as an open-end management investment company. Real Estate Fund (the fund) is one fund in a series issued by the corporation. The fund is non- diversified under the 1940 Act. On July 27, 2007, the shareholders of the fund approved a change in the investment objective. The change in investment objective was approved by the Board of Directors on November 29, 2006. Prior to August 1, 2007, the fund's investment objective was to seek long-term capital appreciation. Income was a secondary objective. Effective August 1, 2007, the fund's investment objective is to seek high total investment return through a combination of capital appreciation and current income. The fund pursues its objective by investing primarily in equity securities issued by real estate investment trusts and companies engaged in the real estate industry. The following is a summary of the fund's significant accounting policies. MULTIPLE CLASS -- The fund is authorized to issue the Investor Class, the Institutional Class, the A Class (formerly Advisor Class), the B Class, the C Class and the R Class. The A Class may incur an initial sales charge. The A Class, B Class and C Class may be subject to a contingent deferred sales charge. The share classes differ principally in their respective sales charges and distribution and shareholder servicing expenses and arrangements. All shares of the fund represent an equal pro rata interest in the net assets of the class to which such shares belong, and have identical voting, dividend, liquidation and other rights and the same terms and conditions, except for class specific expenses and exclusive rights to vote on matters affecting only individual classes. Income, non-class specific expenses, and realized and unrealized capital gains and losses of the fund are allocated to each class of shares based on their relative net assets. Sale of B Class, C Class and R Class commenced on September 28, 2007. SECURITY VALUATIONS -- Securities traded primarily on a principal securities exchange are valued at the last reported sales price, or at the mean of the latest bid and asked prices where no last sales price is available. Depending on local convention or regulation, securities traded over-the-counter are valued at the mean of the latest bid and asked prices, the last sales price, or the official close price. Debt securities not traded on a principal securities exchange are valued through a commercial pricing service or at the mean of the most recent bid and asked prices. Discount notes may be valued through a commercial pricing service or at amortized cost, which approximates fair value. Securities traded on foreign securities exchanges and over-the-counter markets are normally completed before the close of business on days that the New York Stock Exchange (the Exchange) is open and may also take place on days when the Exchange is not open. If an event occurs after the value of a security was established but before the net asset value per share was determined that was likely to materially change the net asset value, that security would be valued as determined in accordance with procedures adopted by the Board of Directors. If the fund determines that the market price of a portfolio security is not readily available, or that the valuation methods mentioned above do not reflect the security's fair value, such security is valued as determined by the Board of Directors or its designee, in accordance with procedures adopted by the Board of Directors, if such determination would materially impact a fund's net asset value. Certain other circumstances may cause the fund to use alternative procedures to value a security such as: a security has been declared in default; trading in a security has been halted during the trading day; or there is a foreign market holiday and no trading will commence. SECURITY TRANSACTIONS -- For financial reporting purposes, security transactions are accounted for as of the trade date. Net realized gains and losses are determined on the identified cost basis, which is also used for federal income tax purposes. INVESTMENT INCOME -- Dividend income less foreign taxes withheld, if any, is recorded as of the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The fund estimates the components of distributions received that may be considered nontaxable distributions or capital gain distributions for income tax purposes. Interest income is recorded on the accrual basis and includes accretion of discounts and amortization of premiums. SECURITIES ON LOAN -- The fund may lend portfolio securities through its lending agent to certain approved borrowers in order to earn additional income. The income earned, net of any rebates or fees, is included in the Statement of Operations. The fund continues to recognize any gain or loss in the market price of the securities loaned and records any interest earned or dividends declared. - ------ 15 FOREIGN CURRENCY TRANSACTIONS -- All assets and liabilities initially expressed in foreign currencies are translated into U.S. dollars at prevailing exchange rates at period end. Purchases and sales of investment securities, dividend and interest income, and certain expenses are translated at the rates of exchange prevailing on the respective dates of such transactions. For assets and liabilities, other than investments in securities, net realized and unrealized gains and losses from foreign currency translations arise from changes in currency exchange rates. Net realized and unrealized foreign currency exchange gains or losses occurring during the holding period of investment securities are a component of realized gain (loss) on investment transactions and unrealized appreciation (depreciation) on investments, respectively. Certain countries may impose taxes on the contract amount of purchases and sales of foreign currency contracts in their currency. The fund records the foreign tax expense, if any, as a reduction to the net realized gain (loss) on foreign currency transactions. REPURCHASE AGREEMENTS -- The fund may enter into repurchase agreements with institutions that American Century Investment Management, Inc. (ACIM) (the investment advisor) has determined are creditworthy pursuant to criteria adopted by the Board of Directors. Each repurchase agreement is recorded at cost. The fund requires that the collateral, represented by securities, received in a repurchase transaction be transferred to the custodian in a manner sufficient to enable the fund to obtain those securities in the event of a default under the repurchase agreement. ACIM monitors, on a daily basis, the securities transferred to ensure the value, including accrued interest, of the securities under each repurchase agreement is equal to or greater than amounts owed to the fund under each repurchase agreement. JOINT TRADING ACCOUNT -- Pursuant to an Exemptive Order issued by the Securities and Exchange Commission, the fund, along with other registered investment companies having management agreements with ACIM or American Century Global Investment Management, Inc. (ACGIM), may transfer uninvested cash balances into a joint trading account. These balances are invested in one or more repurchase agreements that are collateralized by U.S. Treasury or Agency obligations. INCOME TAX STATUS -- It is the fund's policy to distribute substantially all net investment income and net realized gains to shareholders and to otherwise qualify as a regulated investment company under provisions of the Internal Revenue Code. The fund is no longer subject to examination by tax authorities for years prior to 2005. At this time, management has not identified any uncertain tax positions that would materially impact the financial statements. Accordingly, no provision has been made for federal or state income taxes. Interest and penalties associated with any federal or state income tax obligations, if any, are recorded as interest expense. DISTRIBUTIONS TO SHAREHOLDERS -- Distributions to shareholders are recorded on the ex-dividend date. Distributions from net investment income are declared and paid quarterly. Distributions from net realized gains, if any, are generally declared and paid annually. INDEMNIFICATIONS -- Under the corporation's organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the fund. In addition, in the normal course of business, the fund enters into contracts that provide general indemnifications. The fund's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the fund. The risk of material loss from such claims is considered by management to be remote. USE OF ESTIMATES -- The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, which may require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from these estimates. - ------ 16 2. FEES AND TRANSACTIONS WITH RELATED PARTIES On July 27, 2007, the A Class (formerly Advisor Class) shareholders of the fund approved a change in the class's fee structure. The change was approved by the Board of Directors on November 29, 2006 and March 7, 2007. Effective September 4, 2007, the fee structure change resulted in an increase of 0.25% in the unified management fee and a simultaneous decrease of 0.25% in the total distribution and service fee, resulting in no change to the total operating expense ratio of the class. MANAGEMENT FEES -- The corporation has entered into a Management Agreement with ACIM, under which ACIM provides the fund with investment advisory and management services in exchange for a single, unified management fee (the fee) per class. The Agreement provides that all expenses of the fund, except brokerage commissions, taxes, interest, fees and expenses of those directors who are not considered "interested persons" as defined in the 1940 Act (including counsel fees) and extraordinary expenses, will be paid by ACIM. The fee is computed and accrued daily based on the daily net assets of the specific class of shares of the fund and paid monthly in arrears. For funds with a stepped fee schedule, the rate of the fee is determined by applying a fee rate calculation formula. This formula takes into account all of the investment advisor's assets under management in the fund's investment strategy (strategy assets) to calculate the appropriate fee rate for the fund. The strategy assets include the fund's assets and the assets of other clients of the investment advisor that are not in the American Century family of funds, but that have the same investment team and investment strategy. The annual management fee schedule for the fund ranges from 1.05% to 1.20% for the Investor Class, A Class, B Class, C Class and R Class. The Institutional Class is 0.20% less at each point within the range. Prior to September 4, 2007, the A Class was 0.25% less at each point within the range. The effective annual management fee for each class of the fund for the year ended March 31, 2008 was 1.13%, 0.93%, 1.00%, 1.13%, 1.13% and 1.13% for the Investor Class, Institutional Class, A Class, B Class, C Class and R Class, respectively. DISTRIBUTION AND SERVICE FEES -- The Board of Directors has adopted a Master Distribution and Individual Shareholder Services Plan for each of the A Class, B Class, C Class and R Class (collectively the plans), pursuant to Rule 12b-1 of the 1940 Act. The plans provide that the A Class will pay American Century Investment Services, Inc. (ACIS) an annual distribution and service fee of 0.25%. The plans provide that the B Class and the C Class will each pay ACIS an annual distribution fee of 0.75% and service fee of 0.25%. The plans provide that the R Class will pay ACIS an annual distribution and service fee of 0.50%. Prior to September 4, 2007, the Board of Directors had adopted a Master Distribution and Shareholder Services Plan for the A Class, pursuant to Rule 12b-1 of the 1940 Act, in which the A Class paid ACIS an annual distribution fee of 0.25% and service fee of 0.25%. The fees are computed and accrued daily based on each class's daily net assets and paid monthly in arrears. The distribution fee provides compensation for expenses incurred in connection with distributing shares of the classes including, but not limited to, payments to brokers, dealers, and financial institutions that have entered into sales agreements with respect to shares of the funds. The service fee provides compensation for individual shareholder services rendered by broker/dealers or other independent financial intermediaries. Prior to September 4, 2007, the service fee provided compensation for shareholder and administrative services rendered by ACIS, its affiliates or independent third party providers for A Class shares. Fees incurred under the plans during the year ended March 31, 2008, are detailed in the Statement of Operations. RELATED PARTIES -- Certain officers and directors of the corporation are also officers and/or directors, and, as a group, controlling stockholders of American Century Companies, Inc. (ACC), the parent of the corporation's investment advisor, ACIM, the distributor of the corporation, ACIS, and the corporation's transfer agent, American Century Services, LLC. ACIM has entered into a Subadvisory Agreement with J.P. Morgan Investment Management, Inc. (JPMIM) on behalf of the fund. The subadvisor makes investment decisions for the fund in accordance with the fund's investment objectives, policies, and restrictions under the supervision of ACIM and the Board of Directors. ACIM pays all costs associated with retaining JPMIM as the subadvisor of the fund. JPMIM is a wholly owned subsidiary of J.P. Morgan Chase & Co. (JPM). JPM is an equity investor in ACC. The fund has a securities lending agreement with JPMorgan Chase Bank (JPMCB). Prior to December 12, 2007, the fund had a bank line of credit agreement with JPMCB. JPMCB is a custodian of the fund and a wholly owned subsidiary of JPM. - ------ 17 3. INVESTMENT TRANSACTIONS Purchases and sales of investment securities, excluding short-term investments, for the year ended March 31, 2008, were $2,528,530,889 and $3,262,103,409, respectively. 4. CAPITAL SHARE TRANSACTIONS Transactions in shares of the fund were as follows: Year ended March 31, 2008(1) Year ended March 31, 2007 Shares Amount Shares Amount INVESTOR CLASS/SHARES AUTHORIZED 125,000,000 70,000,000 ============ =========== Sold 14,161,256 $ 359,902,447 25,428,470 $ 785,741,519 Issued in reinvestment of distributions 6,214,862 140,796,874 4,834,341 148,090,470 Redeemed (31,199,553) (852,159,766) (13,582,182) (410,903,543) ------------ -------------- ----------- ------------- (10,823,435) (351,460,445) 16,680,629 522,928,446 ------------ -------------- ----------- ------------- INSTITUTIONAL CLASS/SHARES AUTHORIZED 50,000,000 20,000,000 ============ =========== Sold 2,096,335 52,082,339 6,153,715 189,204,813 Issued in reinvestment of distributions 1,510,649 34,353,181 1,199,237 36,752,217 Redeemed (6,418,105) (176,831,718) (3,645,768) (108,055,837) ------------ -------------- ----------- ------------- (2,811,121) (90,396,198) 3,707,184 117,901,193 ------------ -------------- ----------- ------------- A CLASS/SHARES AUTHORIZED 50,000,000 30,000,000 ============ =========== Sold 3,823,982 101,152,569 7,068,111 216,728,871 Issued in reinvestment of distributions 2,298,933 52,033,616 1,626,953 49,869,664 Redeemed (9,982,652) (260,936,432) (4,560,357) (138,836,065) ------------ -------------- ----------- ------------- (3,859,737) (107,750,247) 4,134,707 127,762,470 ------------ -------------- ----------- ------------- B CLASS/SHARES AUTHORIZED 20,000,000 N/A ============ =========== Sold 1,314 35,689 Issued in reinvestment of distributions 199 4,428 ------------ -------------- ----------- ------------- 1,513 40,117 ------------ -------------- ----------- ------------- C CLASS/SHARES AUTHORIZED 20,000,000 N/A ============ =========== Sold 2,673 64,147 Issued in reinvestment of distributions 207 4,595 ------------ -------------- ----------- ------------- 2,880 68,742 ------------ -------------- ----------- ------------- R CLASS/SHARES AUTHORIZED 20,000,000 N/A ============ =========== Sold 1,030 28,645 Issued in reinvestment of distributions 169 3,762 Redeemed (16) (299) ------------ -------------- ----------- ------------- 1,183 32,108 ------------ -------------- ----------- ------------- Net increase (decrease) (17,488,717) $(549,465,923) 24,522,520 $ 768,592,109 ============ ============== =========== ============= (1) September 28, 2007 (commencement of sale) through March 31, 2008 for the B Class, C Class and R Class. - ------ 18 5. AFFILIATED COMPANY TRANSACTIONS If a fund's holding represents ownership of 5% or more of the voting securities of a company, the company is affiliated as defined in the 1940 Act. A summary of transactions for each company which is or was an affiliate at or during the year ended March 31, 2008 follows: March 31, 2008 Share Balance Purchase Sales Realized Dividend Share Market 3/31/07 Cost Cost Gain (Loss) Income Balance Value Education Realty Trust, Inc.(1) 1,281,200 -- $ 18,208,194 $ (3,992,527) $ 856,634 58,600 (1) GMH Communities Trust(1) 2,592,495 -- 29,443,714 (12,697,103) 924,246 -- -- Home Properties, Inc.(1) 1,263,147 $28,728,195 98,188,776 (2,976,653) 1,312,931 -- -- Huntingdon Real Estate Investment Trust ORD(1) 3,364,317 -- 6,992,376 227,145 474,676 -- -- ----------- ------------ ------------- ---------- --- $28,728,195 $152,833,060 $(19,439,138) $3,568,487 -- =========== ============ ============= ========== === (1) Company was not an affiliate at March 31, 2008. 6. SECURITIES LENDING As of March 31, 2008, securities in the fund valued at $31,583,188 were on loan through the lending agent, JPMCB, to certain approved borrowers. JPMCB receives and maintains collateral in the form of cash and/or acceptable securities as approved by ACIM. Cash collateral is invested in authorized investments by the lending agent in a pooled account. The value of cash collateral received at period end is disclosed in the Statement of Assets and Liabilities and investments made with the cash by the lending agent are listed in the Schedule of Investments. Any deficiencies or excess of collateral must be delivered or transferred by the member firms no later than the close of business on the next business day. The total value of all collateral received, at this date, was $32,415,281. The fund's risks in securities lending are that the borrower may not provide additional collateral when required or return the securities when due. If the borrower defaults, receipt of the collateral by the fund may be delayed or limited. 7. BANK LINE OF CREDIT Effective December 12, 2007, the fund, along with certain other funds managed by ACIM or ACGIM, has a $500,000,000 unsecured bank line of credit agreement with Bank of America, N.A. Prior to December 12, 2007, the fund, along with certain other funds managed by ACIM or ACGIM, had a $500,000,000 unsecured bank line of credit agreement with JPMCB. The fund may borrow money for temporary or emergency purposes to fund shareholder redemptions. Borrowings under the agreement, which is subject to annual renewal, bear interest at the Federal Funds rate plus 0.40%. The fund did not borrow from the line during the year ended March 31, 2008. 8. RISK FACTORS The fund concentrates its investments in a narrow segment of the total market. Because of this, the fund is subject to certain additional risks as compared to investing in a more diversified portfolio of investments. The fund may be subject to certain risks similar to those associated with direct investment in real estate including but not limited to: local or regional economic conditions, changes in zoning laws, changes in property values, property tax increases, overbuilding, increased competition, environmental contamination, natural disasters, and interest rate risk. - ------ 19 9. FEDERAL TAX INFORMATION The tax character of distributions paid during the years ended March 31, 2008 and March 31, 2007 were as follows: 2008 2007 DISTRIBUTIONS PAID FROM Ordinary income $140,797,227 $164,210,413 Long-term capital gains $108,853,919 $86,182,129 The book-basis character of distributions made during the year from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes. These differences reflect the differing character of certain income items and net realized gains and losses for financial statement and tax purposes, and may result in reclassification among certain capital accounts on the financial statements. As of March 31, 2008, the components of distributable earnings on a tax-basis and the federal tax cost of investments were as follows: Federal tax cost of investments $1,384,508,237 ============== Gross tax appreciation of investments $ 100,439,076 Gross tax depreciation of investments (140,339,814) -------------- Net tax appreciation (depreciation) of investments $(39,900,738) ============== Net tax appreciation (depreciation) on derivatives and translation of assets and liabilities in foreign currencies $712 -------------- Net tax appreciation (depreciation) $(39,900,026) ============== Accumulated long-term gains $67,421 Capital loss deferral $(81,457,100) Currency loss deferral $(2,071) The difference between book-basis and tax-basis cost and unrealized appreciation (depreciation) is attributable primarily to the tax deferral of losses on wash sales. The capital and currency loss deferrals listed above represent net capital and foreign currency losses incurred in the five-month period ended March 31, 2008. The fund has elected to treat such losses as having been incurred in the following fiscal year for federal income tax purposes. 10. RECENTLY ISSUED ACCOUNTING STANDARDS In June 2006, the Financial Accounting Standards Board (FASB) issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes -- an Interpretation of FASB Statement No. 109" (FIN 48). FIN 48 establishes a minimum threshold for financial statement recognition of the benefit of positions taken in filing tax returns (including whether an entity is taxable in a particular jurisdiction), and requires certain expanded tax disclosures. FIN 48 is effective for fiscal years beginning after December 15, 2006, and is to be applied to all open tax years as of the date of effectiveness. The adoption of FIN 48 did not materially impact the financial statements. The FASB issued Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" (FAS 157), in September 2006, which is effective for fiscal years beginning after November 15, 2007. FAS 157 defines fair value, establishes a framework for measuring fair value and expands the required financial statement disclosures about fair value measurements. Management is currently evaluating the impact that adopting FAS 157 will have on the financial statement disclosures. - ------ 20 In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, "Disclosures about Derivative Instruments and Hedging Activities - an amendment of FASB Statement No. 133" (FAS 161). FAS 161 is effective for fiscal years beginning after November 15, 2008. FAS 161 amends and expands disclosures about derivative instruments and hedging activities. FAS 161 requires qualitative disclosures about the objectives and strategies of derivative instruments, quantitative disclosures about the fair value amounts of and gains and losses on derivative instruments, and disclosures of credit-risk-related contingent features in hedging activities. Management is currently evaluating the impact that adopting FAS 161 will have on the financial statement disclosures. 11. OTHER TAX INFORMATION (UNAUDITED) The following information is provided pursuant to provisions of the Internal Revenue Code. The fund hereby designates up to the maximum amount allowable as qualified dividend income for the fiscal year ended March 31, 2008. For corporate taxpayers, the fund hereby designates $9,032, or up to the maximum amount allowable, of ordinary income distributions paid during the fiscal year ended March 31, 2008 as qualified for the corporate dividends received deduction. The fund hereby designates $108,853,919 of long-term capital gain distributions, respectively, for the fiscal year ended March 31, 2008. The fund hereby designates $108,734,108 of distributions as qualified short-term capital gains for purposes of Internal Revenue Code Section 871. - ------ 21 FINANCIAL HIGHLIGHTS Real Estate Investor Class For a Share Outstanding Throughout the Years Ended March 31 2008 2007 2006 2005 2004 PER-SHARE DATA Net Asset Value, Beginning of Period $31.37 $29.00 $23.24 $23.09 $15.83 ------ ------ ------ ------ ------ Income From Investment Operations Net Investment Income (Loss)(1) 0.43 0.53 0.53 0.46 0.46 Net Realized and Unrealized Gain (Loss) (5.53) 5.70 8.44 1.79 7.49 ------ ------ ------ ------ ------ Total From Investment Operations (5.10) 6.23 8.97 2.25 7.95 ------ ------ ------ ------ ------ Distributions From Net Investment Income (0.51) (0.49) (0.49) (0.46) (0.54) From Net Realized Gains (4.09) (3.37) (2.72) (1.64) (0.15) ------ ------ ------ ------ ------ Total Distributions (4.60) (3.86) (3.21) (2.10) (0.69) ------ ------ ------ ------ ------ Net Asset Value, End of Period $21.67 $31.37 $29.00 $23.24 $23.09 ====== ====== ====== ====== ====== TOTAL RETURN(2) (16.60)% 22.02% 40.65% 9.53% 50.97% RATIOS/SUPPLEMENTAL DATA Ratio of Operating Expenses to Average Net Assets 1.14% 1.13% 1.15% 1.16% 1.17% Ratio of Net Investment Income (Loss) to Average Net Assets 1.60% 1.72% 2.00% 1.88% 2.28% Portfolio Turnover Rate 153% 197% 177% 171% 158% Net Assets, End of Period (in thousands) $864,011 $1,590,428 $986,526 $522,676 $393,604 (1) Computed using average shares outstanding throughout the period. (2) Total return assumes reinvestment of net investment income and capital gains distributions, if any. The total return of the classes may not precisely reflect the class expense differences because of the impact of calculating the net asset values to two decimal places. If net asset values were calculated to three decimal places, the total return differences would more closely reflect the class expense differences. The calculation of net asset values to two decimal places is made in accordance with SEC guidelines and does not result in any gain or loss of value between one class and another. See Notes to Financial Statements. - ------ 22 Real Estate Institutional Class For a Share Outstanding Throughout the Years Ended March 31 2008 2007 2006 2005 2004 PER-SHARE DATA Net Asset Value, Beginning of Period $31.41 $29.03 $23.25 $23.10 $15.85 ------ ------ ------ ------ ------ Income From Investment Operations Net Investment Income (Loss)(1) 0.48 0.59 0.59 0.44 0.51 Net Realized and Unrealized Gain (Loss) (5.54) 5.71 8.45 1.86 7.47 ------ ------ ------ ------ ------ Total From Investment Operations (5.06) 6.30 9.04 2.30 7.98 ------ ------ ------ ------ ------ Distributions From Net Investment Income (0.55) (0.55) (0.54) (0.51) (0.58) From Net Realized Gains (4.09) (3.37) (2.72) (1.64) (0.15) ------ ------ ------ ------ ------ Total Distributions (4.64) (3.92) (3.26) (2.15) (0.73) ------ ------ ------ ------ ------ Net Asset Value, End of Period $21.71 $31.41 $29.03 $23.25 $23.10 ====== ====== ====== ====== ====== TOTAL RETURN(2) (16.44)% 22.27% 40.99% 9.74% 51.14% RATIOS/SUPPLEMENTAL DATA Ratio of Operating Expenses to Average Net Assets 0.94% 0.93% 0.95% 0.96% 0.97% Ratio of Net Investment Income (Loss) to Average Net Assets 1.80% 1.92% 2.20% 2.08% 2.48% Portfolio Turnover Rate 153% 197% 177% 171% 158% Net Assets, End of Period (in thousands) $200,982 $379,044 $242,745 $143,183 $82,488 (1) Computed using average shares outstanding throughout the period. (2) Total return assumes reinvestment of net investment income and capital gains distributions, if any. The total return of the classes may not precisely reflect the class expense differences because of the impact of calculating the net asset values to two decimal places. If net asset values were calculated to three decimal places, the total return differences would more closely reflect the class expense differences. The calculation of net asset values to two decimal places is made in accordance with SEC guidelines and does not result in any gain or loss of value between one class and another. See Notes to Financial Statements. - ------ 23 Real Estate A Class(1) For a Share Outstanding Throughout the Years Ended March 31 2008 2007 2006 2005 2004 PER-SHARE DATA Net Asset Value, Beginning of Period $31.41 $29.04 $23.26 $23.11 $15.83 ------ ------ ------ ------ ------ Income From Investment Operations Net Investment Income (Loss)(2) 0.36 0.45 0.46 0.35 0.42 Net Realized and Unrealized Gain (Loss) (5.53) 5.71 8.46 1.84 7.50 ------ ------ ------ ------ ------ Total From Investment Operations (5.17) 6.16 8.92 2.19 7.92 ------ ------ ------ ------ ------ Distributions From Net Investment Income (0.46) (0.42) (0.42) (0.40) (0.49) From Net Realized Gains (4.09) (3.37) (2.72) (1.64) (0.15) ------ ------ ------ ------ ------ Total Distributions (4.55) (3.79) (3.14) (2.04) (0.64) ------ ------ ------ ------ ------ Net Asset Value, End of Period $21.69 $31.41 $29.04 $23.26 $23.11 ====== ====== ====== ====== ====== TOTAL RETURN(3) (16.84)% 21.70% 40.37% 9.30% 50.66% RATIOS/SUPPLEMENTAL DATA Ratio of Operating Expenses to Average Net Assets 1.39% 1.38% 1.40% 1.41% 1.42% Ratio of Net Investment Income (Loss) to Average Net Assets 1.35% 1.47% 1.75% 1.63% 2.03% Portfolio Turnover Rate 153% 197% 177% 171% 158% Net Assets, End of Period (in thousands) $253,419 $488,277 $331,329 $161,592 $82,471 (1) Prior to September 4, 2007, the A Class was referred to as the Advisor Class. (2) Computed using average shares outstanding throughout the period. (3) Total return assumes reinvestment of net investment income and capital gains distributions, if any, and does not reflect applicable sales charges. The total return of the classes may not precisely reflect the class expense differences because of the impact of calculating the net asset values to two decimal places. If net asset values were calculated to three decimal places, the total return differences would more closely reflect the class expense differences. The calculation of net asset values to two decimal places is made in accordance with SEC guidelines and does not result in any gain or loss of value between one class and another. See Notes to Financial Statements. - ------ 24 Real Estate B Class For a Share Outstanding Throughout the Period Indicated 2008(1) PER-SHARE DATA Net Asset Value, Beginning of Period $29.12 ------ Income From Investment Operations Net Investment Income (Loss)(2) 0.14 Net Realized and Unrealized Gain (Loss) (3.42) ------ Total From Investment Operations (3.28) ------ Distributions From Net Investment Income (0.13) From Net Realized Gains (4.09) ------ Total Distributions (4.22) ------ Net Asset Value, End of Period $21.62 ====== TOTAL RETURN(3) (11.57)% RATIOS/SUPPLEMENTAL DATA Ratio of Operating Expenses to Average Net Assets 2.14%(4) Ratio of Net Investment Income (Loss) to Average Net Assets 1.17%(4) Portfolio Turnover Rate 153%(5) Net Assets, End of Period (in thousands) $33 (1) September 28, 2007 (commencement of sale) through March 31, 2008. (2) Computed using average shares outstanding throughout the period. (3) Total return assumes reinvestment of net investment income and capital gains distributions, if any, and does not reflect applicable sales charges. Total returns for periods less than one year are not annualized. The total return of the classes may not precisely reflect the class expense differences because of the impact of calculating the net asset values to two decimal places. If net asset values were calculated to three decimal places, the total return differences would more closely reflect the class expense differences. The calculation of net asset values to two decimal places is made in accordance with SEC guidelines and does not result in any gain or loss of value between one class and another. (4) Annualized. (5) Portfolio turnover is calculated at the fund level. Percentage indicated was calculated for the year ended March 31, 2008. See Notes to Financial Statements. - ------ 25 Real Estate C Class For a Share Outstanding Throughout the Period Indicated 2008(1) PER-SHARE DATA Net Asset Value, Beginning of Period $29.12 ------ Income From Investment Operations Net Investment Income (Loss)(2) 0.13 Net Realized and Unrealized Gain (Loss) (3.41) ------ Total From Investment Operations (3.28) ------ Distributions From Net Investment Income (0.13) From Net Realized Gains (4.09) ------ Total Distributions (4.22) ------ Net Asset Value, End of Period $21.62 ====== TOTAL RETURN(3) (11.57)% RATIOS/SUPPLEMENTAL DATA Ratio of Operating Expenses to Average Net Assets 2.14%(4) Ratio of Net Investment Income (Loss) to Average Net Assets 1.15%(4) Portfolio Turnover Rate 153%(5) Net Assets, End of Period (in thousands) $62 (1) September 28, 2007 (commencement of sale) through March 31, 2008. (2) Computed using average shares outstanding throughout the period. (3) Total return assumes reinvestment of net investment income and capital gains distributions, if any, and does not reflect applicable sales charges. Total returns for periods less than one year are not annualized. The total return of the classes may not precisely reflect the class expense differences because of the impact of calculating the net asset values to two decimal places. If net asset values were calculated to three decimal places, the total return differences would more closely reflect the class expense differences. The calculation of net asset values to two decimal places is made in accordance with SEC guidelines and does not result in any gain or loss of value between one class and another. (4) Annualized. (5) Portfolio turnover is calculated at the fund level. Percentage indicated was calculated for the year ended March 31, 2008. See Notes to Financial Statements. - ------ 26 Real Estate R Class For a Share Outstanding Throughout the Period Indicated 2008(1) PER-SHARE DATA Net Asset Value, Beginning of Period $29.12 ------ Income From Investment Operations Net Investment Income (Loss)(2) 0.19 Net Realized and Unrealized Gain (Loss) (3.41) ------ Total From Investment Operations (3.22) ------ Distributions From Net Investment Income (0.16) From Net Realized Gains (4.09) ------ Total Distributions (4.25) ------ Net Asset Value, End of Period $21.65 ====== TOTAL RETURN(3) (11.37)% RATIOS/SUPPLEMENTAL DATA Ratio of Operating Expenses to Average Net Assets 1.64%(4) Ratio of Net Investment Income (Loss) to Average Net Assets 1.65%(4) Portfolio Turnover Rate 153%(5) Net Assets, End of Period (in thousands) $26 (1) September 28, 2007 (commencement of sale) through March 31, 2008. (2) Computed using average shares outstanding throughout the period. (3) Total return assumes reinvestment of net investment income and capital gains distributions, if any. Total returns for periods less than one year are not annualized. The total return of the classes may not precisely reflect the class expense differences because of the impact of calculating the net asset values to two decimal places. If net asset values were calculated to three decimal places, the total return differences would more closely reflect the class expense differences. The calculation of net asset values to two decimal places is made in accordance with SEC guidelines and does not result in any gain or loss of value between one class and another. (4) Annualized. (5) Portfolio turnover is calculated at the fund level. Percentage indicated was calculated for the year ended March 31, 2008. See Notes to Financial Statements. - ------ 27 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Shareholders, American Century Capital Portfolios, Inc.: We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Real Estate Fund, one of the mutual funds constituting American Century Capital Portfolios, Inc. (the "Corporation"), as of March 31, 2008, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for the periods presented. These financial statements and financial highlights are the responsibility of the Corporation's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Corporation is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of March 31, 2008, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Real Estate Fund of American Century Capital Portfolios, Inc. as of March 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for the periods presented, in conformity with accounting principles generally accepted in the United States of America. Deloitte & Touche LLP Kansas City, Missouri May 13, 2008 - ------ 28 MANAGEMENT The individuals listed below serve as directors or officers of the fund. Each director serves until his or her successor is duly elected and qualified or until he or she retires. Mandatory retirement age for independent directors is 72. Those listed as interested directors are "interested" primarily by virtue of their engagement as directors and/or officers of, or ownership interest in, American Century Companies, Inc. (ACC) or its wholly owned, direct or indirect, subsidiaries, including the fund's investment advisor, American Century Investment Management, Inc. (ACIM); the fund's principal underwriter, American Century Investment Services, Inc. (ACIS); and the fund's transfer agent, American Century Services, LLC (ACS). The other directors (more than three-fourths of the total number) are independent; that is, they have never been employees, directors or officers of, and have no financial interest in, ACC or any of its wholly owned, direct or indirect, subsidiaries, including ACIM, ACIS and ACS. The directors serve in this capacity for seven registered investment companies in the American Century Investments family of funds. All persons named as officers of the fund also serve in similar capacities for the other 14 investment companies in the American Century Investments family of funds advised by ACIM or American Century Global Investment Management, Inc. (ACGIM), a wholly owned subsidiary of ACIM, unless otherwise noted. Only officers with policy-making functions are listed. No officer is compensated for his or her service as an officer of the fund. The listed officers are interested persons of the fund and are appointed or re-appointed on an annual basis. INTERESTED DIRECTORS JAMES E. STOWERS, JR., 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1924 POSITION(S) HELD WITH FUND: Director (since 1958) and Vice Chairman (since 2007) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Founder, Co-Chairman, Director and Controlling Shareholder, ACC; Co-Vice Chairman, ACC (January 2005 to February 2007); Chairman, ACC (January 1995 to December 2004); Director, ACIM, ACGIM, ACS, ACIS and other ACC subsidiaries NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66 OTHER DIRECTORSHIPS HELD BY DIRECTOR: None JONATHAN S. THOMAS, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1963 POSITION(S) HELD WITH FUND: Director (since 2007) and President (since 2007) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: President and Chief Executive Officer, ACC (March 2007 to present); Chief Administrative Officer, ACC (February 2006 to February 2007); Executive Vice President, ACC (November 2005 to February 2007). Also serves as: President, Chief Executive Officer and Director, ACS; Executive Vice President, ACIM and ACGIM; Director, ACIM, ACGIM, ACIS and other ACC subsidiaries. Managing Director, Morgan Stanley (March 2000 to November 2005) NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 105 OTHER DIRECTORSHIPS HELD BY DIRECTOR: None - ------ 29 INDEPENDENT DIRECTORS THOMAS A. BROWN, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1940 POSITION(S) HELD WITH FUND: Director (since 1980) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Managing Member, Associated Investments, LLC (real estate investment company); Managing Member, Brown Cascade Properties, LLC (real estate investment company); Retired, Area Vice President, Applied Industrial Technologies NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66 OTHER DIRECTORSHIPS HELD BY DIRECTOR: None ANDREA C. HALL, PH.D., 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1945 POSITION(S) HELD WITH FUND: Director (since 1997) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Retired, Advisor to the President, Midwest Research Institute NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66 OTHER DIRECTORSHIPS HELD BY DIRECTOR: None JAMES A. OLSON, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1942 POSITION(S) HELD WITH FUND: Director (since 2007) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Member, Plaza Belmont LLC; Chief Financial Officer, Plaza Belmont LLC (September 1999 to December 2006) NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66 OTHER DIRECTORSHIPS HELD BY DIRECTOR: Director, Saia, Inc. and Entertainment Properties Trust DONALD H. PRATT, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1937 POSITION(S) HELD WITH FUND: Director (since 1995) and Chairman of the Board (since 2005) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chairman and Chief Executive Officer, Western Investments, Inc.; Retired Chairman of the Board, Butler Manufacturing Company NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66 OTHER DIRECTORSHIPS HELD BY DIRECTOR: None GALE E. SAYERS, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1943 POSITION(S) HELD WITH FUND: Director (since 2000) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: President, Chief Executive Officer and Founder, Sayers40, Inc., a technology products and services provider NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66 OTHER DIRECTORSHIPS HELD BY DIRECTOR: None M. JEANNINE STRANDJORD, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1945 POSITION(S) HELD WITH FUND: Director (since 1994) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Retired, formerly Senior Vice President, Sprint Corporation NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66 OTHER DIRECTORSHIPS HELD BY DIRECTOR: Director, DST Systems, Inc.; Director, Euronet Worldwide, Inc.; Director, Charming Shoppes, Inc. - ------ 30 OFFICERS BARRY FINK, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1955 POSITION(S) HELD WITH FUND: Executive Vice President (since 2007) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chief Operating Officer and Executive Vice President, ACC (September 2007 to present); President, ACS (October 2007 to present); Managing Director, Morgan Stanley (2000 to 2007); Global General Counsel, Morgan Stanley (2000 to 2006). Also serves as: Director, ACC, ACS, ACIS and other ACC subsidiaries MARYANNE ROEPKE, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1956 POSITION(S) HELD WITH FUND: Chief Compliance Officer (since 2006) and Senior Vice President (since 2000) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chief Compliance Officer, ACIM, ACGIM and ACS (August 2006 to present); Assistant Treasurer, ACC (January 1995 to August 2006); and Treasurer and Chief Financial Officer, various American Century Investments funds (July 2000 to August 2006). Also serves as: Senior Vice President, ACS CHARLES A. ETHERINGTON, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1957 POSITION(S) HELD WITH FUND: General Counsel (since 2007) and Senior Vice President (since 2006) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Attorney, ACC (February 1994 to present); Vice President, ACC (November 2005 to present); General Counsel, ACC (March 2007 to present). Also serves as: General Counsel, ACIM, ACGIM, ACS, ACIS and other ACC subsidiaries; and Senior Vice President, ACIM, ACGIM and ACS ROBERT LEACH, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1966 POSITION(S) HELD WITH FUND: Vice President, Treasurer and Chief Financial Officer (all since 2006) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Vice President, ACS (February 2000 to present) and Controller, various American Century Investments funds (1997 to September 2006) JON ZINDEL, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1967 POSITION(S) HELD WITH FUND: Tax Officer (since 1998) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chief Financial Officer and Chief Accounting Officer, ACC (March 2007 to present); Vice President, ACC (October 2001 to present); Vice President, certain ACC subsidiaries (October 2001 to August 2006); Vice President, Corporate Tax, ACS (April 1998 to August 2006). Also serves as: Chief Financial Officer, Chief Accounting Officer and Senior Vice President, ACIM, ACGIM, ACS and other ACC subsidiaries; and Chief Accounting Officer and Senior Vice President, ACIS The SAI has additional information about the fund's directors and is available without charge, upon request, by calling 1-800-345-2021. - ------ 31 ADDITIONAL INFORMATION RETIREMENT ACCOUNT INFORMATION As required by law, any distributions you receive from an IRA or certain 403(b), 457 and qualified plans [those not eligible for rollover to an IRA or to another qualified plan] are subject to federal income tax withholding, unless you elect not to have withholding apply. Tax will be withheld on the total amount withdrawn even though you may be receiving amounts that are not subject to withholding, such as nondeductible contributions. In such case, excess amounts of withholding could occur. You may adjust your withholding election so that a greater or lesser amount will be withheld. If you don't want us to withhold on this amount, you must notify us to not withhold the federal income tax. Even if you plan to roll over the amount you withdraw to another tax-deferred account, the withholding rate still applies to the withdrawn amount unless we have received notice not to withhold federal income tax prior to the withdrawal. You may notify us in writing or in certain situations by telephone or through other electronic means. You have the right to revoke your withholding election at any time and any election you make may remain in effect until revoked by filing a new election. Remember, even if you elect not to have income tax withheld, you are liable for paying income tax on the taxable portion of your withdrawal. If you elect not to have income tax withheld or you don't have enough income tax withheld, you may be responsible for payment of estimated tax. You may incur penalties under the estimated tax rules if your withholding and estimated tax payments are not sufficient. State tax will be withheld if, at the time of your distribution, your address is within one of the mandatory withholding states and you have federal income tax withheld. State taxes will be withheld from your distribution in accordance with the respective state rules. PROXY VOTING GUIDELINES American Century Investment Management, Inc., the fund's investment advisor, is responsible for exercising the voting rights associated with the securities purchased and/or held by the fund. A description of the policies and procedures the advisor uses in fulfilling this responsibility is available without charge, upon request, by calling 1-800-345-2021. It is also available on American Century's website at americancentury.com and on the Securities and Exchange Commission's website at sec.gov. Information regarding how the investment advisor voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on the "About Us" page at americancentury.com. It is also available at sec.gov. QUARTERLY PORTFOLIO DISCLOSURE The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year on Form N-Q. The fund's Form N-Q is available on the SEC's website at sec.gov, and may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The fund also makes its complete schedule of portfolio holdings for the most recent quarter of its fiscal year available on its website at americancentury.com and, upon request, by calling 1-800-345-2021. - ------ 32 INDEX DEFINITIONS The following indices are used to illustrate investment market, sector, or style performance or to serve as fund performance comparisons. They are not investment products available for purchase. The MORGAN STANLEY CAPITAL INTERNATIONAL US REAL ESTATE INVESTMENT TRUST (MSCI US REIT) INDEX is a market value-weighted index that tracks the daily stock price performance of equity securities of the most actively traded REITs. The RUSSELL 1000® INDEX is a market-capitalization weighted, large-cap index created by Frank Russell Company to measure the performance of the 1,000 largest companies in the Russell 3000 Index (the 3,000 largest publicly traded U.S. companies, based on total market capitalization). The RUSSELL 1000® GROWTH INDEX measures the performance of those Russell 1000 Index companies (the 1,000 largest of the 3,000 largest publicly traded U.S. companies, based on total market capitalization) with higher price-to-book ratios and higher forecasted growth values. The RUSSELL 1000® VALUE INDEX measures the performance of those Russell 1000 Index companies (the 1,000 largest of the 3,000 largest publicly traded U.S. companies, based on total market capitalization) with lower price-to-book ratios and lower forecasted growth values. The RUSSELL 2000® INDEX is a market-capitalization weighted index created by Frank Russell Company to measure the performance of the 2,000 smallest of the 3,000 largest publicly traded U.S. companies, based on total market capitalization. The RUSSELL 2000® GROWTH INDEX measures the performance of those Russell 2000 Index companies (the 2,000 smallest of the 3,000 largest publicly traded U.S. companies, based on total market capitalization) with higher price-to-book ratios and higher forecasted growth values. The RUSSELL 2000® VALUE INDEX measures the performance of those Russell 2000 Index companies (the 2,000 smallest of the 3,000 largest publicly traded U.S. companies, based on total market capitalization) with lower price-to-book ratios and lower forecasted growth values. The RUSSELL MIDCAP® INDEX measures the performance of the 800 smallest of the 1,000 largest publicly traded U.S. companies, based on total market capitalization. The RUSSELL MIDCAP® GROWTH INDEX measures the performance of those Russell Midcap Index companies (the 800 smallest of the 1,000 largest publicly traded U.S. companies, based on total market capitalization) with higher price-to-book ratios and higher forecasted growth values. The RUSSELL MIDCAP® VALUE INDEX measures the performance of those Russell Midcap Index companies (the 800 smallest of the 1,000 largest publicly traded U.S. companies, based on total market capitalization) with lower price-to-book ratios and lower forecasted growth values. The S&P 500 INDEX is a market value-weighted index of the stocks of 500 publicly traded U.S. companies chosen for market size, liquidity, and industry group representation that are considered to be leading firms in dominant industries. Each stock's weight in the index is proportionate to its market value. Created by Standard & Poor's, it is considered to be a broad measure of U.S. stock market performance. - ------ 33 NOTES - ------ 34 NOTES - ------ 35 NOTES - ------ 36 [back cover] [american century investments logo and text logo ®] CONTACT US AMERICANCENTURY.COM AUTOMATED INFORMATION LINE . . . . . . . . . . . . . . . . 1-800-345-8765 INVESTOR SERVICES REPRESENTATIVE. . . . . . . . . . . . . . 1-800-345-2021 or 816-531-5575 INVESTORS USING ADVISORS. . . . . . . . . . . . . . . . . . 1-800-378-9878 BUSINESS, NOT-FOR-PROFIT, EMPLOYER-SPONSORED RETIREMENT PLANS . .. . . . . . . . . . . . . . . . . . . . . . . . . . 1-800-345-3533 BANKS AND TRUST COMPANIES, BROKER-DEALERS, FINANCIAL PROFESSIONALS, INSURANCE COMPANIES. . . . . . . . 1-800-345-6488 TELECOMMUNICATIONS DEVICE FOR THE DEAF. . . . . . . . . . . 1-800-634-4113 AMERICAN CENTURY CAPITAL PORTFOLIOS, INC. INVESTMENT ADVISOR: American Century Investment Management, Inc. Kansas City, Missouri This report and the statements it contains are submitted for the general information of our shareholders. The report is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. American Century Investment Services, Inc., Distributor ©2008 American Century Proprietary Holdings, Inc. All rights reserved. 0805 CL-ANN-60043N
[front cover] ANNUAL REPORT MARCH 31, 2008 [american century investments logo and text logo ®] AMERICAN CENTURY INVESTMENTS NT LARGE COMPANY VALUE FUND NT MID CAP VALUE FUND PRESIDENT'S LETTER [photo of Jonathan Thomas] JONATHAN THOMAS Dear Investor, At American Century Investments®, we are committed to helping you reach your financial goals. Your success is the ultimate measure of our performance. That's why we focus on achieving superior investment results and building long-term relationships with investors like you. Part of that relationship is to clearly communicate investment results and what influenced them. To help you monitor your investment with us, we take pride in providing you with the annual report for the American Century® NT Large Company Value and NT Mid Cap Value funds for the 12 months ended March 31, 2008. We also recommend our website, americancentury.com, where we provide company news, quarterly portfolio commentaries, investment views, and other useful information about portfolio strategy, personal finance, government policy, and the markets. As noted on the website, 2008 marks our 50th year. Since 1958, we've worked for you with integrity, always striving to make wise decisions with your interests as our guide. Fifty years also means that we've met the challenges of previous recessionary cycles. As we've crossed those hurdles and earned your trust, our assets under management have grown to close to $100 billion, putting us in the top 5% of our industry. This growth has given us the resources to offer a wide array of financial products and services, including a well-diversified line-up of portfolios that provide you with many choices in these turbulent times. Our investment discipline and integrity are important features of our portfolios. For example, our fixed-income investment team anticipated the current credit squeeze. Instead of chasing higher yields and adding leveraged exposure as the credit bubble inflated, the team minimized our portfolios' direct exposure to subprime-related debt, preserving investors' hard-earned capital. The team also positioned the portfolios to capitalize on opportunities, including attractive high-quality securities discarded by investors with liquidity needs. We'll continue to work hard to earn your trust. Thank you for your continued support. Sincerely, /s/Jonathan S. Thomas Jonathan S. Thomas President and Chief Executive Officer American Century Investments TABLE OF CONTENTS Market Perspective. . . . . . . . . . . . . . . . . . . . . . . . . . 2 U.S. Stock Index Returns . . . . . . . . . . . . . . . . . . . . . . 2 NT LARGE COMPANY VALUE Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Portfolio Commentary. . . . . . . . . . . . . . . . . . . . . . . . . 5 Top Ten Holdings . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Top Five Industries. . . . . . . . . . . . . . . . . . . . . . . . . 6 Types of Investments in Portfolio. . . . . . . . . . . . . . . . . . 6 Schedule of Investments . . . . . . . . . . . . . . . . . . . . . . . 7 NT MID CAP VALUE Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Portfolio Commentary. . . . . . . . . . . . . . . . . . . . . . . . . 12 Top Ten Holdings . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Top Five Industries. . . . . . . . . . . . . . . . . . . . . . . . . 13 Types of Investments in Portfolio. . . . . . . . . . . . . . . . . . 13 Schedule of Investments . . . . . . . . . . . . . . . . . . . . . . . 14 Shareholder Fee Examples. . . . . . . . . . . . . . . . . . . . . . . 18 FINANCIAL STATEMENTS Statement of Assets and Liabilities . . . . . . . . . . . . . . . . . 20 Statement of Operations . . . . . . . . . . . . . . . . . . . . . . . 21 Statement of Changes in Net Assets. . . . . . . . . . . . . . . . . . 22 Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . 23 Financial Highlights. . . . . . . . . . . . . . . . . . . . . . . . . 28 Report of Independent Registered Public Accounting Firm . . . . . . . 30 OTHER INFORMATION Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 Additional Information. . . . . . . . . . . . . . . . . . . . . . . . 34 Index Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . 35 The opinions expressed in the Market Perspective and each of the Portfolio Commentaries reflect those of the portfolio management team as of the date of the report, and do not necessarily represent the opinions of American Century or any other person in the American Century organization. Any such opinions are subject to change at any time based upon market or other conditions and American Century disclaims any responsibility to update such opinions. These opinions may not be relied upon as investment advice and, because investment decisions made by American Century funds are based on numerous factors, may not be relied upon as an indication of trading intent on behalf of any American Century fund. Security examples are used for representational purposes only and are not intended as recommendations to purchase or sell securities. Performance information for comparative indices and securities is provided to American Century by third party vendors. To the best of American Century's knowledge, such information is accurate at the time of printing. MARKET PERSPECTIVE [photo of chief investment officer] By Phil Davidson, Chief Investment Officer, U.S. Value Equity A CHALLENGING PERIOD FOR VALUE STOCKS The 12 months ended March 31, 2008, were a difficult time for value stocks. Growth stocks outpaced value by a substantial margin across the capitalization range (see the accompanying table), and momentum investing -- which is essentially the opposite of value investing -- was the favored strategy. The lagging performance of value stocks was driven in large part by the bursting of the housing market bubble, which led to a meltdown in the subprime lending industry, a liquidity crunch in the credit markets, and a marked slowdown in the U.S. economy. Value-oriented stocks often underperform in a slowing economic environment as investors seek out the steady growth rates of high-quality growth companies. Financials stocks, which make up a meaningful portion of the value stock universe, were hit the hardest by the subprime turmoil and credit crunch. Many of the country's largest financial institutions faced substantial subprime-related write-downs and credit losses, resulting in steep markdowns in their share prices. Financials stocks slumped despite the Federal Reserve's aggressive short-term interest rate cuts and injections of liquidity. The economic slowdown and credit issues triggered unusually high levels of stock market volatility. Several of the major U.S. stock indexes hit all-time highs, then suffered their first 10% correction since 2003. The last three months of the period brought the worst quarterly performance for stocks in nearly six years as the credit crunch deepened and a recession loomed. THE BRIGHT SIDE There were a few silver linings in the otherwise clouded financial markets. Value stocks outperformed in the final three months of the period, pointing up the importance of downside protection in a highly volatile market environment. In addition, good security selection became increasingly important, which plays to our strengths -- rigorous analysis and research to separate companies with weaker business models from those that are fundamentally sound. The period also brought the resurgence of large-cap stocks, which often tend to hold up well when the economy slows and the stock market is in turmoil. Despite their recent outperformance, large-cap issues remain the least expensive segment of the market. U.S. Stock Index Returns For the 12 months ended March 31, 2008 RUSSELL 1000 INDEX (LARGE-CAP) -5.40% Russell 1000 Growth Index -0.75% Russell 1000 Value Index -9.99% RUSSELL MIDCAP INDEX -8.92% Russell Midcap Growth Index -4.55% Russell Midcap Value Index -14.12% RUSSELL 2000 INDEX (SMALL-CAP) -13.00% Russell 2000 Growth Index -8.94% Russell 2000 Value Index -16.88% - ------ 2 PERFORMANCE NT Large Company Value Total Returns as of March 31, 2008 Average Annual Returns Since Inception 1 year Inception Date INSTITUTIONAL CLASS -9.93% 1.06% 5/12/06 RUSSELL 1000 VALUE INDEX -9.99% 1.95% -- S&P 500 INDEX -5.08% 3.24% -- Data presented reflect past performance. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance shown. Investment return and principal value will fluctuate, and redemption value may be more or less than original cost. To obtain performance data current to the most recent month end, please call 1-800-345-2021 or visit americancentury.com. International investing involves special risks, such as political instability and currency fluctuations. Data assumes reinvestment of dividends and capital gains, and none of the charts reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Returns for the indices are provided for comparison. The fund's total returns include operating expenses (such as transaction costs and management fees) that reduce returns, while the total returns of the indices do not. - ------ 3 NT Large Company Value Growth of $10,000 Over Life of Class $10,000 investment made May 12, 2006
One-Year Returns Over Life of Class Periods ended March 31 2007* 2008 Institutional Class 13.26% -9.93% Russell 1000 Value Index 15.22% -9.99% S&P 500 Index 11.89% -5.08% *From 5/12/06, the Institutional Class's inception date. Not annualized. Data presented reflect past performance. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance shown. Investment return and principal value will fluctuate, and redemption value may be more or less than original cost. To obtain performance data current to the most recent month end, please call 1-800-345-2021 or visit americancentury.com. International investing involves special risks, such as political instability and currency fluctuations. Data assumes reinvestment of dividends and capital gains, and none of the charts reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Returns for the indices are provided for comparison. The fund's total returns include operating expenses (such as transaction costs and management fees) that reduce returns, while the total returns of the indices do not. - ------ 4 PORTFOLIO COMMENTARY NT Large Company Value Portfolio Managers: Chuck Ritter and Brendan Healy PERFORMANCE SUMMARY NT Large Company Value returned -9.93% for the 12 months ended March 31, 2008. By comparison, its benchmark, the Russell 1000 Value Index, returned -9.99%. The broader market, as measured by the S&P 500 Index, returned -5.08%. The portfolio's return reflects operating expenses, while the indices' returns do not. The median return for Morningstar's Large Cap Value category (whose performance, like NT Large Company Value's, reflects fund operating expenses) was -9.10%.* The challenging market environment described in the Market Perspective on page 2 (in which growth outperformed value across the capitalization spectrum) hampered NT Large Company Value's absolute performance. However, on a relative basis, the portfolio finished slightly ahead of its benchmark, the Russell 1000 Value Index. For much of the period, investors preferred companies that were already strong performers, a momentum bias that did not fit well with the portfolio's investment approach of seeking stocks that are undervalued by the market. But in spite of these negative factors, NT Large Company Value benefited from strong security selection. Investments in the information technology and consumer staples sectors added most to performance versus the benchmark, while positions in financials and energy stocks detracted. FINANCIALS DETRACTED Financials stocks -- the portfolio's largest sector position, but a relative underweight nonetheless -- represented our largest source of underperformance versus the benchmark. Many financials firms came under pressure amid the fallout in the subprime lending category. Three of our top detractors were Freddie Mac, a stockholder-owned corporation chartered by Congress to keep money flowing to mortgage lenders in support of home ownership; Washington Mutual, a major thrift involved in mortgage finance; and Citigroup, a diversified global financial services company. All three stocks declined on news of bigger-than-expected losses, resulting from housing weakness and the deterioration of mortgage credit. Top Ten Holdings as of March 31, 2008 % of % of net assets net assets as of as of 3/31/08 9/30/07 Exxon Mobil Corp. 4.9% 5.3% General Electric Co. 4.9% 2.5% AT&T Inc. 3.9% 3.2% Chevron Corp. 3.4% 3.3% Bank of America Corp. 2.9% 3.5% Johnson & Johnson 2.7% 1.9% Citigroup Inc. 2.7% 4.4% JPMorgan Chase & Co. 2.6% 2.4% Royal Dutch Shell plc ADR 2.6% 3.0% Pfizer Inc. 2.6% 1.9% *The median return for Morningstar's Large Cap Value category was 0.72% since the fund's inception. ©2008 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. - ------ 5 NT Large Company Value ENERGY POSITION HAMPERED PERFORMANCE Although the portfolio's position in the energy sector contributed on an absolute basis, it underperformed in relative terms. Energy stocks, specifically oil and gas companies, provided the strongest results for the Russell 1000 Value Index. Because of valuations, our allocation was smaller than the benchmark's, which hindered our progress. INFORMATION TECHNOLOGY CONTRIBUTED On the positive side, the portfolio benefited most from strong security selection in the information technology sector, with most of the gains coming from large leading software and technology companies. A significant holding was software giant Microsoft, which benefited from strong sales of its new Vista operating system and Office 2007. Hewlett-Packard continued to gain ground in the PC market and moved into high-end enterprise printing equipment. CONSUMER STAPLES ADDED VALUE Our position in consumer staples also benefited performance as the U.S. economy slowed and investors sought out companies that provide everyday goods and services. During difficult economic times or periods of stock market turbulence, investors often regard consumer staples stocks as lower-risk, defensive investments. Moreover, our preference for large industry leaders proved advantageous as many of these names outperformed the benchmark. Coca-Cola Co., for example, gained about 30% during the period. Coke reported growing revenues and bought back a large number of its shares. Another top performer was Unilever, a foreign-based, global supplier of foods, home goods, and personal products, with a strong presence in the U.S. market. Its stock benefited from the company's stronger-than-expected revenue growth and progress in cost-cutting efforts. OUTLOOK We continue to be bottom-up investment managers, evaluating each company individually and building our portfolio one stock at a time. The portfolio is broadly diversified, with ongoing overweight positions in the information technology and health care sectors. Our valuation work is also directing us toward smaller relative weightings in utilities stocks. We are still finding greater value opportunities among mega-cap stocks and have maintained our bias toward these firms. Top Five Industries as of March 31, 2008 % of % of net assets net assets as of as of 3/31/08 9/30/07 Oil, Gas & Consumable Fuels 13.7% 14.3% Pharmaceuticals 8.8% 7.8% Diversified Financial Services 8.2% 10.3% Diversified Telecommunication Services 5.9% 4.8% Industrial Conglomerates 5.6% 3.0% Types of Investments in Portfolio % of % of net assets net assets as of as of 3/31/08 9/30/07 Common Stocks and Futures 99.2% 99.8% Temporary Cash Investments 1.0% 0.5% Other Assets and Liabilities(1) (0.2)% (0.3)% (1) Includes securities lending collateral and other assets and liabilities - ------ 6 SCHEDULE OF INVESTMENTS NT Large Company Value MARCH 31, 2008 Shares Value Common Stocks -- 95.3% AEROSPACE & DEFENSE -- 1.1% 13,700 Northrop Grumman Corp. $ 1,065,998 ----------- BEVERAGES -- 2.1% 22,700 Coca-Cola Co. (The) 1,381,749 18,900 Pepsi Bottling Group Inc. 640,899 ----------- 2,022,648 ----------- BIOTECHNOLOGY -- 0.6% 13,800 Amgen Inc.(1) 576,564 ----------- CAPITAL MARKETS -- 2.6% 11,700 Bank of New York Mellon Corp. (The) 488,241 23,400 Merrill Lynch & Co., Inc. 953,316 25,600 Morgan Stanley 1,169,920 ----------- 2,611,477 ----------- CHEMICALS -- 2.1% 25,800 du Pont (E.I.) de Nemours & Co. 1,206,408 15,000 PPG Industries, Inc. 907,650 ----------- 2,114,058 ----------- COMMERCIAL BANKS -- 5.2% 19,300 National City Corp. 192,035 11,100 PNC Financial Services Group 727,827 36,900 U.S. Bancorp 1,194,084 37,600 Wachovia Corp. 1,015,200 67,400 Wells Fargo & Co. 1,961,340 ----------- 5,090,486 ----------- COMMERCIAL SERVICES & SUPPLIES -- 1.7% 8,100 Avery Dennison Corp. 398,925 19,400 R.R. Donnelley & Sons Company 588,014 20,600 Waste Management, Inc. 691,336 ----------- 1,678,275 ----------- COMMUNICATIONS EQUIPMENT -- 0.1% 14,800 Motorola, Inc. 137,640 ----------- COMPUTERS & PERIPHERALS -- 1.2% 25,900 Hewlett-Packard Co. 1,182,594 ----------- CONSUMER FINANCE -- 0.2% 14,300 Discover Financial Services 234,091 ----------- DIVERSIFIED -- 1.9% 13,900 Standard and Poor's 500 Depositary Receipt Series 1 1,830,630 ----------- DIVERSIFIED CONSUMER SERVICES -- 0.7% 31,700 H&R Block, Inc. 658,092 ----------- Shares Value DIVERSIFIED FINANCIAL SERVICES -- 8.2% 76,700 Bank of America Corp. $ 2,907,697 123,000 Citigroup Inc. 2,634,660 60,000 JPMorgan Chase & Co. 2,577,000 ----------- 8,119,357 ----------- DIVERSIFIED TELECOMMUNICATION SERVICES -- 5.9% 101,400 AT&T Inc. 3,883,620 5,800 Embarq Corp. 232,580 47,800 Verizon Communications Inc. 1,742,310 ----------- 5,858,510 ----------- ELECTRIC UTILITIES -- 2.7% 19,000 Exelon Corporation 1,544,130 24,600 PPL Corporation 1,129,632 ----------- 2,673,762 ----------- ENERGY EQUIPMENT & SERVICES -- 0.4% 7,500 National Oilwell Varco, Inc.(1) 437,850 ----------- FOOD & STAPLES RETAILING -- 2.7% 27,500 Kroger Co. (The) 698,500 23,800 Wal-Mart Stores, Inc. 1,253,784 18,100 Walgreen Co. 689,429 ----------- 2,641,713 ----------- FOOD PRODUCTS -- 1.0% 28,200 Unilever N.V. New York Shares 951,186 ----------- HEALTH CARE EQUIPMENT & SUPPLIES -- 0.7% 14,300 Medtronic, Inc. 691,691 ----------- HEALTH CARE PROVIDERS & SERVICES -- 0.3% 6,700 Quest Diagnostics Inc. 303,309 ----------- HOTELS, RESTAURANTS & LEISURE -- 0.5% 3,200 Darden Restaurants, Inc. 104,160 6,400 McDonald's Corp. 356,928 ----------- 461,088 ----------- HOUSEHOLD DURABLES -- 0.7% 29,400 Newell Rubbermaid Inc. 672,378 ----------- INDEPENDENT POWER PRODUCERS & ENERGY TRADERS -- 0.6% 15,900 NRG Energy Inc.(1) 619,941 ----------- INDUSTRIAL CONGLOMERATES -- 5.6% 130,800 General Electric Co. 4,840,908 15,100 Tyco International Ltd. 665,155 ----------- 5,506,063 ----------- - ------ 7 NT Large Company Value Shares Value INSURANCE -- 5.2% 24,000 Allstate Corp. $ 1,153,440 45,300 American International Group, Inc. 1,959,225 14,700 Hartford Financial Services Group Inc. (The) 1,113,819 7,500 Marsh & McLennan Companies, Inc. 182,625 11,300 Torchmark Corp. 679,243 ----------- 5,088,352 ----------- IT SERVICES -- 1.7% 9,500 Fiserv, Inc.(1) 456,855 10,800 International Business Machines Corp. 1,243,512 ----------- 1,700,367 ----------- MACHINERY -- 3.5% 11,700 Caterpillar Inc. 915,993 2,700 Deere & Co. 217,188 17,000 Dover Corp. 710,260 19,900 Ingersoll-Rand Company Ltd. Cl A 887,142 10,700 Parker-Hannifin Corp. 741,189 ----------- 3,471,772 ----------- MEDIA -- 3.0% 4,300 CBS Corp. Cl B 94,944 28,500 Gannett Co., Inc. 827,925 75,900 Time Warner Inc. 1,064,118 24,100 Viacom Inc. Cl B(1) 954,842 ----------- 2,941,829 ----------- METALS & MINING -- 0.8% 11,300 Nucor Corp. 765,462 ----------- MULTILINE RETAIL -- 0.6% 14,500 Kohl's Corp.(1) 621,905 ----------- OFFICE ELECTRONICS -- 0.6% 39,800 Xerox Corp. 595,806 ----------- OIL, GAS & CONSUMABLE FUELS -- 13.7% 39,400 Chevron Corp. 3,363,184 31,300 ConocoPhillips 2,385,373 2,300 Devon Energy Corporation 239,959 57,300 Exxon Mobil Corp. 4,846,434 37,000 Royal Dutch Shell plc ADR 2,552,260 ----------- 13,387,210 ----------- PAPER & FOREST PRODUCTS -- 1.1% 16,700 Weyerhaeuser Co. 1,086,168 ----------- PHARMACEUTICALS -- 8.8% 16,300 Abbott Laboratories 898,945 15,400 Eli Lilly and Company 794,486 41,500 Johnson & Johnson 2,692,105 Shares Value 16,800 Merck & Co., Inc. $ 637,560 120,500 Pfizer Inc. 2,522,065 28,300 Wyeth 1,181,808 ----------- 8,726,969 ----------- ROAD & RAIL -- 0.2% 12,100 YRC Worldwide Inc.(1)(2) 158,752 ----------- SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 0.9% 21,800 Applied Materials, Inc. 425,318 22,000 Intel Corp. 465,960 ----------- 891,278 ----------- SOFTWARE -- 1.6% 35,300 Microsoft Corporation 1,001,814 31,800 Oracle Corp.(1) 622,008 ----------- 1,623,822 ----------- SPECIALTY RETAIL -- 2.5% 16,300 Best Buy Co., Inc. 675,798 24,100 Gap, Inc. (The) 474,288 23,000 Home Depot, Inc. (The) 643,310 30,400 Staples, Inc. 672,144 ----------- 2,465,540 ----------- TEXTILES, APPAREL & LUXURY GOODS -- 0.6% 8,100 VF Corp. 627,831 ----------- THRIFTS & MORTGAGE FINANCE -- 1.3% 38,100 Freddie Mac 964,692 13,600 MGIC Investment Corp.(2) 143,208 20,200 Washington Mutual, Inc.(2) 208,060 ----------- 1,315,960 ----------- WIRELESS TELECOMMUNICATION SERVICES -- 0.4% 58,300 Sprint Nextel Corp. 390,027 ----------- TOTAL COMMON STOCKS (Cost $100,295,143) 93,998,451 ----------- Temporary Cash Investments -- Segregated For Futures Contracts -- 3.9% Repurchase Agreement, Morgan Stanley Group, Inc., (collateralized by various U.S. Treasury obligations, 7.875%, 2/15/21, valued at $3,921,273), in a joint trading account at 1.30%, dated 3/31/08, due 4/1/08 (Delivery value $3,833,213) (Cost $3,833,075) 3,833,075 ----------- - ------ 8 NT Large Company Value Shares Value Temporary Cash Investments -- 1.0% Repurchase Agreement, Morgan Stanley Group, Inc., (collateralized by various U.S. Treasury obligations, 7.875%, 2/15/21, valued at $989,174), in a joint trading account at 1.30%, dated 3/31/08, due 4/1/08 (Delivery value $966,960) (Cost $966,925) $ 966,925 ----------- Temporary Cash Investments -- Securities Lending Collateral(3) -- 0.5% Repurchase Agreement, Barclays Bank plc, (collateralized by various U.S. Government Agency obligations in a pooled account at the lending agent), 2.30%, dated 3/31/08 due 4/1/08 (Delivery value $124,008) 124,000 Repurchase Agreement, BNP Paribas, (collateralized by various U.S. Government Agency obligations in a pooled account at the lending agent), 2.30%, dated 3/31/08, due 4/1/08 (Delivery value $79,405) 79,400 Shares Value Repurchase Agreement, Deutsche Bank AG, (collateralized by various U.S. Government Agency obligations in a pooled account at the lending agent), 2.25%, dated 3/31/08, due 4/1/08 (Delivery value $137,509) $ 137,500 Repurchase Agreement, Goldman Sachs Group, Inc. (The), (collateralized by various U.S. Government Agency obligations in a pooled account at the lending agent), 2.15%, dated 3/31/08, due 4/1/08 (Delivery value $119,307) 119,300 ----------- TOTAL TEMPORARY CASH INVESTMENTS -- SECURITIES LENDING COLLATERAL (Cost $460,200) 460,200 ----------- TOTAL INVESTMENT SECURITIES -- 100.7% (Cost $105,555,343) 99,258,651 ----------- OTHER ASSETS AND LIABILITIES -- (0.7)% (641,087) ----------- TOTAL NET ASSETS -- 100.0% $98,617,564 =========== Futures Contracts Expiration Underlying Face Unrealized Gain Contracts Purchased Date Amount at Value (Loss) 58 S&P 500 E-Mini June 2008 Futures $3,833,075 $(13,458) ========== ========= Notes to Schedule of Investments ADR = American Depositary Receipt (1) Non-income producing. (2) Security, or a portion thereof, was on loan as of March 31, 2008. (3) Investments represent purchases made by the lending agent with cash collateral received through securities lending transactions. See Notes to Financial Statements. - ------ 9 PERFORMANCE NT Mid Cap Value Total Returns as of March 31, 2008 Average Annual Returns Since Inception 1 year Inception Date INSTITUTIONAL CLASS -10.79% 1.85% 5/12/06 RUSSELL MIDCAP VALUE INDEX -14.12% 0.28% -- Data presented reflect past performance. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance shown. Investment return and principal value will fluctuate, and redemption value may be more or less than original cost. To obtain performance data current to the most recent month end, please call 1-800-345-2021 or visit americancentury.com. International investing involves special risks, such as political instability and currency fluctuations. Data assumes reinvestment of dividends and capital gains, and none of the charts reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Returns for the index are provided for comparison. The fund's total returns include operating expenses (such as transaction costs and management fees) that reduce returns, while the total returns of the index do not. - ------ 10 NT Mid Cap Value Growth of $10,000 Over Life of Class $10,000 investment made May 12, 2006
One-Year Returns Over Life of Class Periods ended March 31 2007* 2008 Institutional Class 16.03% -10.79% Russell Midcap Value Index 17.06% -14.12% *From 5/12/06, the Institutional Class's inception date. Not annualized. Data presented reflect past performance. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance shown. Investment return and principal value will fluctuate, and redemption value may be more or less than original cost. To obtain performance data current to the most recent month end, please call 1-800-345-2021 or visit americancentury.com. International investing involves special risks, such as political instability and currency fluctuations. Data assumes reinvestment of dividends and capital gains, and none of the charts reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Returns for the index are provided for comparison. The fund's total returns include operating expenses (such as transaction costs and management fees) that reduce returns, while the total returns of the index do not. - ------ 11 PORTFOLIO COMMENTARY NT Mid Cap Value Portfolio Managers: Scott Moore, Michael Liss, and Phil Davidson PERFORMANCE SUMMARY NT Mid Cap Value returned -10.79% for the 12 months ended March 31, 2008. By comparison, the median return for Morningstar's Mid Cap Value category (whose performance, like NT Mid Cap Value's, reflects fund operating expenses) was - -11.02%.* The fund's benchmark, the Russell Midcap Value Index, dropped - -14.12%. Its returns do not include fund expenses. The challenging market environment described in the Market Perspective on page 2 (in which growth outperformed value across the capitalization spectrum) hampered NT Mid Cap Value's absolute performance. However, on a relative basis, the portfolio significantly outpaced the performance of its benchmark, the Russell Midcap Value Index. For much of the period, investors favored companies that were already strong performers, a momentum bias that did not fit well with the portfolio's investment approach of seeking stocks that are undervalued by the market. But in spite of these negative factors, NT Mid Cap Value benefited from strong security selection and our continued emphasis on less-risky businesses with sound balance sheets. CONSUMER STAPLES LED PORTFOLIO On the positive side, an overweight in consumer staples companies contributed to absolute and relative performance. Our valuation work uncovered a number of attractively priced businesses -- industry leaders with high and sustainable market-share positions, solid returns on capital, and good financial strength. Adding significant value was our basket of high-profile food stocks, household products companies, and beverage makers. We owned Diamond Foods, which processes and distributes nuts and other snack foods. In addition to beating earnings forecasts, the company has continued to upgrade operating performance, expand sales channels, and improve its returns on capital. Another holding was processed food manufacturer H.J. Heinz. The company has streamlined its suite of products and is enjoying strong sales of its top brands. We also held Kimberly-Clark Corp., one of the largest makers of personal-care and paper products, which has benefited from price increases and cost-cutting initiatives. Top Ten Holdings as of March 31, 2008 % of % of net assets net assets as of as of 3/31/08 9/30/07 Bemis Co., Inc. 3.5% 1.9% Kimberly-Clark Corp. 2.9% 1.7% Portland General Electric Co. 2.7% 2.0% Southwest Gas Corp. 2.6% 1.4% Kraft Foods Inc. Cl A 2.5% 2.8% International Speedway Corp. 2.1% 2.0% iShares S&P MidCap 400 Index Fund 1.8% 3.4% Speedway Motorsports Inc. 1.8% 2.6% Beckman Coulter, Inc. 1.7% 1.0% Marshall & IIsley Corp. 1.7% 1.3% *The median return for Morningstar's Mid Cap Value category was -0.31% since the fund's inception. ©2008 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. - ------ 12 NT Mid Cap Value ALLOCATION TO UTILITIES ADDED VALUE Security selection in the utilities sector enhanced our results against the benchmark. Notable contributors included Puget Energy Inc. and Dominion Resources. Puget Energy, which delivers electricity and gas to customers in Washington State, agreed to be acquired by a private equity group for $30 per share. Dominion Resources, a provider of gas and electric services primarily in Northeastern, Mid-Atlantic and Midwestern states, used proceeds from the sale of some of its exploration and production businesses to repurchase roughly 16% of its outstanding shares through a Dutch auction, in which we participated. FINANCIALS SLOWED PROGRESS Despite an underweight position, the broad decline in the financials sector was a drag on both absolute and relative performance. Detracting the most was our greater-than-the-benchmark allocation to thrifts -- specifically MGIC Investment Corporation, the nation's largest private mortgage insurer, and Freddie Mac, a stockholder-owned corporation chartered by Congress to keep money flowing to mortgage lenders in support of homeownership. Both stocks declined on news of bigger-than-expected losses resulting from housing weakness and the deterioration of mortgage credit. Our mix of insurance stocks also hindered progress. A top detractor was Ambac Financial Group, a leading municipal bond insurer. Its stock declined on concerns about bond insurers in general and the company's exposure to mortgage-related loans. ENERGY POSITION HAMPERED RESULTS The portfolio's underweight position in the energy sector -- the top performer in the benchmark -- slowed relative performance. Because of valuations, we did not own some major integrated oil companies and refining companies, such as Hess Corp. and Chesapeake Energy Corp. OUTLOOK We will continue to follow our disciplined, bottom-up process, selecting companies one at a time for the portfolio. We see opportunities in health care, consumer staples, and industrials stocks, reflected by our overweight positions in these sectors, relative to the benchmark. Our fundamental analysis and valuation work is also directing us toward smaller relative weightings in financials, telecommunications, and energy stocks. Top Five Industries as of March 31, 2008 % of % of net assets net assets as of as of 3/31/08 9/30/07 Food Products 9.2% 9.6% Insurance 6.2% 9.0% Electric Utilities 5.8% 4.5% Commercial Banks 5.8% 9.2% Gas Utilities 5.5% 2.0% Types of Investments in Portfolio % of % of net assets net assets as of as of 3/31/08 9/30/07 Common Stocks 97.0% 98.4% Temporary Cash Investments 2.2% 1.5% Other Assets and Liabilities* 0.8% 0.1% * Includes securities lending collateral and other assets and liabilities. - ------ 13 SCHEDULE OF INVESTMENTS NT Mid Cap Value MARCH 31, 2008 Shares Value Common Stocks -- 97.0% AIRLINES -- 1.1% 38,838 Southwest Airlines Co. $ 481,591 ----------- AUTO COMPONENTS -- 0.8% 7,810 Autoliv, Inc. 392,062 ----------- AUTOMOBILES -- 1.4% 6,200 Bayerische Motoren Werke AG ORD 342,232 16,549 Winnebago Industries, Inc.(1) 279,678 ----------- 621,910 ----------- BEVERAGES -- 2.1% 14,712 Anheuser-Busch Companies, Inc. 698,084 2,800 Coca-Cola Enterprises Inc. 67,760 6,100 Pepsi Bottling Group Inc. 206,851 ----------- 972,695 ----------- BUILDING PRODUCTS -- 0.4% 12,663 Masco Corp. 251,107 ----------- CAPITAL MARKETS -- 2.2% 6,200 AllianceBernstein Holding L.P. 392,956 5,700 Ameriprise Financial Inc. 295,545 5,400 Legg Mason, Inc. 302,292 ----------- 990,793 ----------- CHEMICALS -- 2.4% 11,100 Ferro Corp. 164,946 6,498 International Flavors & Fragrances Inc. 286,237 7,070 Minerals Technologies Inc. 443,996 8,100 Olin Corp. 160,056 1,300 Rohm and Haas Co. 70,304 ----------- 1,125,539 ----------- COMMERCIAL BANKS -- 5.8% 14,532 Associated Banc-Corp 386,987 11,505 Commerce Bancshares, Inc. 483,555 33,168 Marshall & Ilsley Corp. 769,498 17,771 South Financial Group Inc. (The) 264,077 6,823 SunTrust Banks, Inc. 376,220 6,000 United Bankshares, Inc. 159,900 4,300 Zions Bancorporation 195,865 ----------- 2,636,102 ----------- COMMERCIAL SERVICES & SUPPLIES -- 5.2% 11,900 Avery Dennison Corp. 586,075 15,927 HNI Corp.(1) 428,277 12,363 Pitney Bowes, Inc. 432,952 Shares Value 10,198 Republic Services, Inc. $ 298,190 19,496 Waste Management, Inc. 654,286 ----------- 2,399,780 ----------- COMPUTERS & PERIPHERALS -- 2.1% 14,014 Diebold, Inc. 526,226 15,300 Emulex Corp.(2) 248,472 12,146 QLogic Corp.(2) 186,441 ----------- 961,139 ----------- CONTAINERS & PACKAGING -- 3.5% 62,340 Bemis Co., Inc. 1,585,306 ----------- DISTRIBUTORS -- 0.8% 9,756 Genuine Parts Co. 392,386 ----------- DIVERSIFIED -- 1.8% 10,896 iShares S&P MidCap 400 Index Fund 846,728 ----------- DIVERSIFIED FINANCIAL SERVICES -- 0.6% 7,200 McGraw-Hill Companies, Inc. (The) 266,040 ----------- ELECTRIC UTILITIES -- 5.8% 14,584 Empire District Electric Co.(1) 295,326 9,424 IDACORP, Inc. 302,605 54,496 Portland General Electric Co. 1,228,885 23,900 Sierra Pacific Resources 301,857 23,200 Westar Energy Inc. 528,264 ----------- 2,656,937 ----------- ELECTRICAL EQUIPMENT -- 1.3% 13,200 Hubbell Inc. Cl B 576,708 ----------- ELECTRONIC EQUIPMENT & INSTRUMENTS -- 3.7% 5,829 Littelfuse, Inc.(2) 203,840 28,606 Molex Inc. 662,515 15,724 Tyco Electronics Ltd. 539,648 33,300 Vishay Intertechnology, Inc.(2) 301,698 ----------- 1,707,701 ----------- FOOD PRODUCTS -- 9.2% 15,500 Campbell Soup Co. 526,225 24,307 ConAgra Foods, Inc. 582,153 11,051 Diamond Foods Inc. 200,465 4,566 General Mills, Inc. 273,412 15,096 H.J. Heinz Co. 709,059 10,206 Hershey Co. (The) 384,460 5,600 Kellogg Co. 294,336 36,535 Kraft Foods Inc. Cl A 1,132,951 8,890 Maple Leaf Foods Inc. ORD 113,025 ----------- 4,216,086 ----------- - ------ 14 NT Mid Cap Value Shares Value GAS UTILITIES -- 5.5% 2,000 AGL Resources Inc. $ 68,640 20,000 Nicor Inc. 670,200 42,953 Southwest Gas Corp. 1,200,966 17,553 WGL Holdings Inc. 562,749 ----------- 2,502,555 ----------- HEALTH CARE EQUIPMENT & SUPPLIES -- 3.2% 11,960 Beckman Coulter, Inc. 772,018 5,300 Boston Scientific Corp.(2) 68,211 3,700 Covidien Ltd. 163,725 5,819 Steris Corp. 156,124 18,757 Symmetry Medical Inc.(2) 311,366 ----------- 1,471,444 ----------- HEALTH CARE PROVIDERS & SERVICES -- 1.3% 10,000 LifePoint Hospitals Inc.(2) 274,700 5,602 Universal Health Services, Inc. Cl B 300,771 ----------- 575,471 ----------- HEALTH CARE TECHNOLOGY -- 0.3% 7,500 IMS Health Inc. 157,575 ----------- HOTELS, RESTAURANTS & LEISURE -- 3.9% 23,386 International Speedway Corp. Cl A 963,503 32,530 Speedway Motorsports Inc. 815,527 ----------- 1,779,030 ----------- HOUSEHOLD DURABLES -- 1.6% 7,100 Hunter Douglas N.V. ORD 480,148 3,000 Whirlpool Corp. 260,340 ----------- 740,488 ----------- HOUSEHOLD PRODUCTS -- 3.5% 5,300 Clorox Co. 300,192 20,284 Kimberly-Clark Corp. 1,309,332 ----------- 1,609,524 ----------- INSURANCE -- 6.2% 13,635 Allstate Corp. 655,299 6,000 Chubb Corp. 296,880 14,539 Gallagher (Arthur J.) & Co. 343,411 10,936 Genworth Financial Inc. Cl A 247,591 4,543 Hartford Financial Services Group Inc. (The) 344,223 16,651 Horace Mann Educators Corp. 291,059 27,354 Marsh & McLennan Companies, Inc. 666,071 ----------- 2,844,534 ----------- Shares Value LEISURE EQUIPMENT & PRODUCTS -- 1.5% 7,100 Hasbro, Inc. $ 198,090 3,900 Polaris Industries Inc.(1) 159,939 16,052 RC2 Corp.(2) 336,610 ----------- 694,639 ----------- MACHINERY -- 3.1% 52,583 Altra Holdings Inc.(2) 707,241 8,300 Dover Corp. 346,774 7,900 Kaydon Corp. 346,889 ----------- 1,400,904 ----------- MULTI-UTILITIES -- 3.4% 6,700 Ameren Corp. 295,068 19,795 Puget Energy, Inc. 512,097 13,560 Wisconsin Energy Corp. 596,504 8,000 Xcel Energy Inc. 159,600 ----------- 1,563,269 ----------- MULTILINE RETAIL -- 0.2% 3,600 Family Dollar Stores, Inc. 70,200 ----------- OIL, GAS & CONSUMABLE FUELS -- 2.0% 3,248 Apache Corp. 392,423 9,242 Equitable Resources Inc. 544,354 ----------- 936,777 ----------- PAPER & FOREST PRODUCTS -- 1.6% 12,648 MeadWestvaco Corp. 344,279 6,106 Weyerhaeuser Co. 397,134 ----------- 741,413 ----------- PHARMACEUTICALS -- 1.3% 14,100 Bristol-Myers Squibb Co. 300,330 9,352 Watson Pharmaceuticals, Inc.(2) 274,201 ----------- 574,531 ----------- REAL ESTATE INVESTMENT TRUSTS (REITS) -- 2.8% 3,100 Boston Properties Inc. 285,417 12,119 Education Realty Trust, Inc. 152,336 6,900 Host Hotels & Resorts Inc. 109,848 1,100 Kimco Realty Corp. 43,087 1,300 Public Storage Inc. 115,206 10,200 Rayonier, Inc. 443,088 4,600 Realty Income Corp.(1) 117,852 ----------- 1,266,834 ----------- ROAD & RAIL -- 0.3% 11,200 Heartland Express, Inc.(1) 159,712 ----------- - ------ 15 NT Mid Cap Value Shares Value SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 1.1% 9,400 KLA-Tencor Corp. $ 348,740 12,500 Teradyne, Inc.(2) 155,250 ----------- 503,990 ----------- SOFTWARE -- 0.6% 11,335 Synopsys, Inc.(2) 257,418 ----------- SPECIALTY RETAIL -- 0.8% 15,062 Lowe's Companies, Inc. 345,522 1,300 Sherwin-Williams Co. 66,352 ----------- 411,874 ----------- THRIFTS & MORTGAGE FINANCE -- 2.0% 40,200 People's United Financial, Inc. 695,862 8,700 Washington Federal, Inc. 198,709 ----------- 894,571 ----------- TRADING COMPANIES & DISTRIBUTORS -- 0.6% 3,300 Grainger (W.W.), Inc. 252,087 ----------- TOTAL COMMON STOCKS (Cost $45,468,001) 44,489,450 ----------- Temporary Cash Investments -- 2.2% Repurchase Agreement, Morgan Stanley Group, Inc., (collateralized by various U.S. Treasury obligations, 7.875%, 2/15/21, valued at $1,023,010), in a joint trading account at 1.30%, dated 3/31/08, due 4/1/08 (Delivery value $1,000,036) (Cost $1,000,000) 1,000,000 ----------- Shares Value Temporary Cash Investments -- Securities Lending Collateral(3) -- 1.5% Repurchase Agreement, Barclays Bank plc, (collateralized by various U.S. Government Agency obligations in a pooled account at the lending agent), 2.30%, dated 3/31/08 due 4/1/08 (Delivery value $112,157) $ 112,150 Repurchase Agreement, BNP Paribas, (collateralized by various U.S. Government Agency obligations in a pooled account at the lending agent), 2.30%, dated 3/31/08, due 4/1/08 (Delivery value $165,636) 165,625 Repurchase Agreement, Deutsche Bank AG, (collateralized by various U.S. Government Agency obligations in a pooled account at the lending agent), 2.25%, dated 3/31/08, due 4/1/08 (Delivery value $195,012) 195,000 Repurchase Agreement, Goldman Sachs Group, Inc. (The), (collateralized by various U.S. Government Agency obligations in a pooled account at the lending agent), 2.15%, dated 3/31/08, due 4/1/08 (Delivery value $192,601) 192,589 ----------- TOTAL TEMPORARY CASH INVESTMENTS -- SECURITIES LENDING COLLATERAL (Cost $665,364) 665,364 ----------- TOTAL INVESTMENT SECURITIES -- 100.7% (Cost $47,133,365) 46,154,814 ----------- OTHER ASSETS AND LIABILITIES -- (0.7)% (322,874) ----------- TOTAL NET ASSETS -- 100.0% $45,831,940 =========== Forward Foreign Currency Exchange Contracts Unrealized Gain Contracts to Sell Settlement Date Value (Loss) 105,134 CAD for USD 4/30/08 $ 102,371 $ 1,395 527,912 Euro for USD 4/30/08 832,395 996 --------- --------- $ 934,766 $ 2,391 ========= ========= (Value on Settlement Date $937,157) - ------ 16 NT Mid Cap Value Notes to Schedule of Investments CAD = Canadian Dollar ORD = Foreign Ordinary Share USD = United States Dollar (1) Security, or a portion thereof, was on loan as of March 31, 2008. (2) Non-income producing. (3) Investments represent purchases made by the lending agent with cash collateral received through securities lending transactions. As of March 31, 2008, securities with an aggregate value of $822,380, which represented 1.8% of total net assets, were valued in accordance with alternative pricing procedures adopted by the Board of Directors. See Notes to Financial Statements. - ------ 17 SHAREHOLDER FEE EXAMPLES (UNAUDITED) Fund shareholders may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and redemption/exchange fees; and (2) ongoing costs, including management fees; distribution and service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in your fund and to compare these costs with the ongoing cost of investing in other mutual funds. The example is based on an investment of $1,000 made at the beginning of the period and held for the entire period from October 1, 2007 to March 31, 2008. ACTUAL EXPENSES The table provides information about actual account values and actual expenses for each class. You may use the information, together with the amount you invested, to estimate the expenses that you paid over the period. First, identify the share class you own. Then simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. If you hold Investor Class shares of any American Century fund, or Institutional Class shares of the American Century Diversified Bond Fund, in an American Century account (i.e., not a financial intermediary or retirement plan account), American Century may charge you a $12.50 semiannual account maintenance fee if the value of those shares is less than $10,000. We will redeem shares automatically in one of your accounts to pay the $12.50 fee. In determining your total eligible investment amount, we will include your investments in all PERSONAL ACCOUNTS (including American Century Brokerage accounts) registered under your Social Security number. PERSONAL ACCOUNTS include individual accounts, joint accounts, UGMA/UTMA accounts, personal trusts, Coverdell Education Savings Accounts and IRAs (including traditional, Roth, Rollover, SEP-, SARSEP- and SIMPLE-IRAs), and certain other retirement accounts. If you have only business, business retirement, employer-sponsored or American Century Brokerage accounts, you are currently not subject to this fee. We will not charge the fee as long as you choose to manage your accounts exclusively online. If you are subject to the Account Maintenance Fee, your account value could be reduced by the fee amount. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The table also provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio of each class of your fund and an assumed rate of return of 5% per year before expenses, which is not the actual return of a fund's share class. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption/exchange fees. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. - ------ 18 Beginning Ending Expenses Paid Account Value Account Value During Period* Annualized 10/1/07 3/31/08 10/1/07 - 3/31/08 Expense Ratio* NT Large Company Value -- Institutional Class Actual $1,000 $853.40 $2.87 0.62% Hypothetical $1,000 $1,021.90 $3.13 0.62% NT Mid Cap Value -- Institutional Class Actual $1,000 $869.30 $3.74 0.80% Hypothetical $1,000 $1,021.00 $4.04 0.80% *Expenses are equal to the class's annualized expense ratio listed in the table above, multiplied by the average account value over the period, multiplied by 183, the number of days in the most recent fiscal half-year, divided by 366, to reflect the one-half year period. - ------ 19 STATEMENT OF ASSETS AND LIABILITIES MARCH 31, 2008 NT Large Company NT Mid Cap Value Value ASSETS Investment securities, at value (cost of $105,095,143 and $46,468,001, respectively) -- including $453,863 and $642,526 of securities on loan, respectively $ 98,798,451 $45,489,450 Investments made with cash collateral received for securities on loan, at value (cost of $460,200 and $665,364, respectively) 460,200 665,364 ------------ ----------- Total investment securities, at value (cost of $105,555,343 and $47,133,365, respectively) 99,258,651 46,154,814 Cash 197,353 119,827 Receivable for investments sold -- 908,510 Receivable for forward foreign currency exchange contracts -- 2,391 Receivable for variation margin on futures contracts 8,265 -- Dividends and interest receivable 147,181 84,812 ------------ ----------- 99,611,450 47,270,354 ------------ ----------- LIABILITIES Payable for collateral received for securities on loan 460,200 665,364 Payable for investments purchased 482,901 742,924 Accrued management fees 50,785 30,126 ------------ ----------- 993,886 1,438,414 ------------ ----------- NET ASSETS $ 98,617,564 $45,831,940 ============ =========== INSTITUTIONAL CLASS CAPITAL SHARES, $0.01 PAR VALUE Authorized 30,000,000 30,000,000 ============ =========== Outstanding 10,161,227 5,072,673 ============ =========== NET ASSET VALUE PER SHARE $9.71 $9.04 ============ =========== NET ASSETS CONSIST OF: Capital (par value and paid-in surplus) $105,597,074 $51,155,655 Undistributed net investment income 22,354 39,713 Accumulated net realized loss on investment and foreign currency transactions (691,714) (4,387,284) Net unrealized depreciation on investments and translation of assets and liabilities in foreign currencies (6,310,150) (976,144) ------------ ----------- $ 98,617,564 $45,831,940 ============ =========== See Notes to Financial Statements. - ------ 20 STATEMENT OF OPERATIONS YEAR ENDED MARCH 31, 2008 NT Large Company NT Mid Cap Value Value INVESTMENT INCOME (LOSS) INCOME: Dividends (net of foreign taxes withheld of $19,001 and $607, respectively) $ 2,302,988 $ 856,473 Interest 96,828 45,424 Securities lending, net 14,761 7,519 ------------ ----------- 2,414,577 909,416 ------------ ----------- EXPENSES: Management fees 551,429 318,763 Directors' fees and expenses 1,675 752 Other expenses 748 986 ------------ ----------- 553,852 320,501 ------------ ----------- NET INVESTMENT INCOME (LOSS) 1,860,725 588,915 ------------ ----------- REALIZED AND UNREALIZED GAIN (LOSS) NET REALIZED GAIN (LOSS) ON: Investment and foreign currency transactions 574,349 (2,452,313) Futures transactions (342,562) -- ------------ ----------- 231,787 (2,452,313) ------------ ----------- CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON: Investments and translation of assets and liabilities in foreign currencies (12,562,222) (2,674,647) Futures (14,832) -- ------------ ----------- (12,577,054) (2,674,647) ------------ ----------- NET REALIZED AND UNREALIZED GAIN (LOSS) (12,345,267) (5,126,960) ------------ ----------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $(10,484,542) $(4,538,045) ============= ============ See Notes to Financial Statements. - ------ 21 STATEMENT OF CHANGES IN NET ASSETS YEAR ENDED MARCH 31, 2008 AND PERIOD ENDED MARCH 31, 2007 NT Large Company Value NT Mid Cap Value Increase (Decrease) in Net Assets 2008 2007(1) 2008 2007(1) OPERATIONS Net investment income (loss) $ 1,860,725 $ 1,078,502 $ 588,915 $ 373,127 Net realized gain (loss) 231,787 239,142 (2,452,313) 2,264,747 Change in net unrealized appreciation (depreciation) (12,577,054) 6,266,904 (2,674,647) 1,698,503 ------------ ------------ ----------- ----------- Net increase (decrease) in net assets resulting from operations (10,484,542) 7,584,548 (4,538,045) 4,336,377 ------------ ------------ ----------- ----------- DISTRIBUTIONS TO SHAREHOLDERS From net investment income (1,863,182) (1,053,691) (608,003) (317,474) From net realized gains (1,095,232) (67,411) (3,708,762) (487,808) ------------ ------------ ----------- ----------- Decrease in net assets from distributions (2,958,414) (1,121,102) (4,316,765) (805,282) ------------ ------------ ----------- ----------- CAPITAL SHARE TRANSACTIONS Proceeds from shares sold 48,365,507 77,274,602 25,235,011 35,046,933 Payments for shares redeemed (8,275,312) (11,767,723) (3,922,971) (5,203,318) ------------ ------------ ----------- ----------- Net increase (decrease) in net assets from capital share transactions 40,090,195 65,506,879 21,312,040 29,843,615 ------------ ------------ ----------- ----------- NET INCREASE (DECREASE) IN NET ASSETS 26,647,239 71,970,325 12,457,230 33,374,710 NET ASSETS Beginning of period 71,970,325 -- 33,374,710 -- ------------ ------------ ----------- ----------- End of period $98,617,564 $71,970,325 $45,831,940 $33,374,710 ============ ============ =========== =========== Undistributed net investment income $22,354 $24,811 $39,713 $54,650 ============ ============ =========== =========== TRANSACTIONS IN SHARES OF THE FUNDS Sold 4,428,581 7,544,801 2,465,147 3,435,340 Redeemed (732,587) (1,079,568) (349,992) (477,822) ------------ ------------ ----------- ----------- Net increase (decrease) in shares of the funds 3,695,994 6,465,233 2,115,155 2,957,518 ============ ============ =========== =========== (1) May 12, 2006 (fund inception) through March 31, 2007. See Notes to Financial Statements. - ------ 22 NOTES TO FINANCIAL STATEMENTS MARCH 31, 2008 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION -- American Century Capital Portfolios, Inc. (the corporation) is registered under the Investment Company Act of 1940 (the 1940 Act) as an open-end management investment company. NT Large Company Value Fund (NT Large Company Value) and NT Mid Cap Value Fund (NT Mid Cap Value) (collectively, the funds) are two funds in a series issued by the corporation. The funds are diversified under the 1940 Act. The funds' investment objective is to seek long-term capital growth. Income is a secondary objective. The funds pursue their investment objective by investing in stocks of companies that management believes to be undervalued at the time of purchase. NT Large Company Value invests primarily in companies with larger market capitalization. NT Mid Cap Value invests in mid-sized market capitalization companies. The funds are not permitted to invest in any securities issued by companies assigned the Global Industry Classification Standard for the tobacco industry. The funds incepted on May 12, 2006. The following is a summary of the funds' significant accounting policies. SECURITY VALUATIONS -- Securities traded primarily on a principal securities exchange are valued at the last reported sales price, or at the mean of the latest bid and asked prices where no last sales price is available. Depending on local convention or regulation, securities traded over-the-counter are valued at the mean of the latest bid and asked prices, the last sales price, or the official close price. Debt securities not traded on a principal securities exchange are valued through a commercial pricing service or at the mean of the most recent bid and asked prices. Discount notes may be valued through a commercial pricing service or at amortized cost, which approximates fair value. Securities traded on foreign securities exchanges and over-the-counter markets are normally completed before the close of business on days that the New York Stock Exchange (the Exchange) is open and may also take place on days when the Exchange is not open. If an event occurs after the value of a security was established but before the net asset value per share was determined that was likely to materially change the net asset value, that security would be valued as determined in accordance with procedures adopted by the Board of Directors. If the funds determine that the market price of a portfolio security is not readily available, or that the valuation methods mentioned above do not reflect the security's fair value, such security is valued as determined by the Board of Directors or its designee, in accordance with procedures adopted by the Board of Directors, if such determination would materially impact a fund's net asset value. Certain other circumstances may cause the funds to use alternative procedures to value a security such as: a security has been declared in default; trading in a security has been halted during the trading day; or there is a foreign market holiday and no trading will commence. SECURITY TRANSACTIONS -- For financial reporting purposes, security transactions are accounted for as of the trade date. Net realized gains and losses are determined on the identified cost basis, which is also used for federal income tax purposes. INVESTMENT INCOME -- Dividend income less foreign taxes withheld, if any, is recorded as of the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The funds estimate the components of distributions received that may be considered nontaxable distributions or capital gain distributions for income tax purposes. Interest income is recorded on the accrual basis and includes accretion of discounts and amortization of premiums. EXCHANGE TRADED FUNDS -- The funds may invest in exchange traded funds (ETFs). ETFs are a type of index fund bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities designed to track the performance and dividend yield of a particular domestic or foreign market index. A fund may purchase an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although the lack of liquidity on an ETF could result in it being more volatile. Additionally, ETFs have management fees, which increase their cost. FOREIGN CURRENCY TRANSACTIONS -- All assets and liabilities initially expressed in foreign currencies are translated into U.S. dollars at prevailing exchange rates at period end. Purchases and sales of investment securities, dividend and interest income, and certain expenses are translated at the rates of exchange prevailing on the respective dates of such transactions. For assets and liabilities, other than investments in securities, net realized and unrealized gains and losses from foreign currency translations arise from changes in currency exchange rates. - ------ 23 Net realized and unrealized foreign currency exchange gains or losses occurring during the holding period of investment securities are a component of realized gain (loss) on investment transactions and unrealized appreciation (depreciation) on investments, respectively. Certain countries may impose taxes on the contract amount of purchases and sales of foreign currency contracts in their currency. The funds record the foreign tax expense, if any, as a reduction to the net realized gain (loss) on foreign currency transactions. FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS -- The funds may enter into forward foreign currency exchange contracts to facilitate transactions of securities denominated in a foreign currency or to hedge the funds' exposure to foreign currency exchange rate fluctuations. The net U.S. dollar value of foreign currency underlying all contractual commitments held by the funds and the resulting unrealized appreciation or depreciation are determined daily using prevailing exchange rates. The funds bear the risk of an unfavorable change in the foreign currency exchange rate underlying the forward contract. Additionally, losses may arise if the counterparties do not perform under the contract terms. FUTURES CONTRACTS -- The funds may enter into futures contracts in order to manage the funds' exposure to changes in market conditions. One of the risks of entering into futures contracts is the possibility that the change in value of the contract may not correlate with the changes in value of the underlying securities. Upon entering into a futures contract, the funds are required to deposit either cash or securities in an amount equal to a certain percentage of the contract value (initial margin). Subsequent payments (variation margin) are made or received daily, in cash, by the funds. The variation margin is equal to the daily change in the contract value and is recorded as unrealized gains and losses. The funds recognize a realized gain or loss when the contract is closed or expires. Net realized and unrealized gains or losses occurring during the holding period of futures contracts are a component of realized gain (loss) on futures transactions and unrealized appreciation (depreciation) on futures, respectively. SECURITIES ON LOAN -- The funds may lend portfolio securities through their lending agent to certain approved borrowers in order to earn additional income. The income earned, net of any rebates or fees, is included in the Statement of Operations. The funds continue to recognize any gain or loss in the market price of the securities loaned and record any interest earned or dividends declared. REPURCHASE AGREEMENTS -- The funds may enter into repurchase agreements with institutions that American Century Investment Management, Inc. (ACIM) (the investment advisor) has determined are creditworthy pursuant to criteria adopted by the Board of Directors. Each repurchase agreement is recorded at cost. Each fund requires that the collateral, represented by securities, received in a repurchase transaction be transferred to the custodian in a manner sufficient to enable each fund to obtain those securities in the event of a default under the repurchase agreement. ACIM monitors, on a daily basis, the securities transferred to ensure the value, including accrued interest, of the securities under each repurchase agreement is equal to or greater than amounts owed to each fund under each repurchase agreement. JOINT TRADING ACCOUNT -- Pursuant to an Exemptive Order issued by the Securities and Exchange Commission, each fund, along with other registered investment companies having management agreements with ACIM or American Century Global Investment Management, Inc. (ACGIM), may transfer uninvested cash balances into a joint trading account. These balances are invested in one or more repurchase agreements that are collateralized by U.S. Treasury or Agency obligations. INCOME TAX STATUS -- It is each fund's policy to distribute substantially all net investment income and net realized gains to shareholders and to otherwise qualify as a regulated investment company under provisions of the Internal Revenue Code. At this time, management has not identified any uncertain tax positions that would materially impact the financial statements. Accordingly, no provision has been made for federal or state income taxes. Interest and penalties associated with any federal or state income tax obligations, if any, are recorded as interest expense. DISTRIBUTIONS TO SHAREHOLDERS -- Distributions to shareholders are recorded on the ex-dividend date. Distributions from net investment income are declared and paid quarterly. Distributions from net realized gains, if any, are generally declared and paid annually. INDEMNIFICATIONS -- Under the corporation's organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the funds. In addition, in the normal course of business, the funds enter into contracts that provide general indemnifications. The funds' maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the funds. The risk of material loss from such claims is considered by management to be remote. - ------ 24 USE OF ESTIMATES -- The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, which may require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from these estimates. 2. FEES AND TRANSACTIONS WITH RELATED PARTIES MANAGEMENT FEES -- The corporation has entered into a Management Agreement with ACIM, under which ACIM provides the funds with investment advisory and management services in exchange for a single, unified management fee (the fee). The Agreement provides that all expenses of the funds, except brokerage commissions, taxes, interest, fees and expenses of those directors who are not considered "interested persons" as defined in the 1940 Act (including counsel fees) and extraordinary expenses, will be paid by ACIM. The fee is computed and accrued daily based on the daily net assets of each fund and paid monthly in arrears. For funds with a stepped fee schedule, the rate of the fee is determined by applying a fee rate calculation formula. This formula takes into account all of the investment advisor's assets under management in each fund's investment strategy (strategy assets) to calculate the appropriate fee rate for each fund. The strategy assets include each fund's assets and the assets of other clients of the investment advisor that are not in the American Century family of funds, but that have the same investment team and investment strategy. The annual management fee schedule for NT Large Company Value ranges from 0.50% to 0.70%. The effective annual management fee for NT Large Company Value for the year ended March 31, 2008 was 0.62%. The annual management fee for NT Mid Cap Value is 0.80%. RELATED PARTIES -- Certain officers and directors of the corporation are also officers and/or directors, and, as a group, controlling stockholders of American Century Companies, Inc. (ACC), the parent of the corporation's investment advisor, ACIM, the distributor of the corporation, American Century Investment Services, Inc., and the corporation's transfer agent, American Century Services, LLC. The funds are wholly owned, in aggregate, by various funds in a series issued by American Century Asset Allocation Portfolios, Inc. (ACAAP). ACAAP does not invest in the funds for the purpose of exercising management or control. The funds are eligible to invest in a money market fund for temporary purposes, which is managed by J.P. Morgan Investment Management, Inc. (JPMIM). JPMIM is a wholly owned subsidiary of JPMorgan Chase & Co. (JPM). JPM is an equity investor in ACC. The funds have a securities lending agreement with JPMorgan Chase Bank (JPMCB). Prior to December 12, 2007, the funds had a bank line of credit agreement with JPMCB. JPMCB is a custodian of the funds and a wholly owned subsidiary of JPM. 3. INVESTMENT TRANSACTIONS Investment transactions, excluding short-term investments, for the year ended March 31, 2008, were as follows: NT Large Company Value NT Mid Cap Value Purchases $52,564,898 $95,535,281 Proceeds from sales $17,348,233 $80,538,028 4. SECURITIES LENDING As of March 31, 2008, securities in NT Large Company Value and NT Mid Cap Value valued at $453,863 and $642,526, respectively, were on loan through the lending agent, JPMCB, to certain approved borrowers. JPMCB receives and maintains collateral in the form of cash and/or acceptable securities as approved by ACIM. Cash collateral is invested in authorized investments by the lending agent in a pooled account. The value of cash collateral received at period end is disclosed in the Statement of Assets and Liabilities and investments made with the cash by the lending agent are listed in the Schedule of Investments. Any deficiencies or excess of collateral must be delivered or transferred by the member firms no later than the close of business on the next business day. The total value of all collateral received, at this date, was $460,200 and $665,364, respectively. The funds' risks in securities lending are that the borrower may not provide additional collateral when required or return the securities when due. If the borrower defaults, receipt of the collateral by the funds may be delayed or limited. - ------ 25 5. BANK LINE OF CREDIT Effective December 12, 2007, the funds, along with certain other funds managed by ACIM or ACGIM, have a $500,000,000 unsecured bank line of credit agreement with Bank of America, N.A. Prior to December 12, 2007, the funds, along with certain other funds managed by ACIM or ACGIM, had a $500,000,000 unsecured bank line of credit agreement with JPMCB. The funds may borrow money for temporary or emergency purposes to fund shareholder redemptions. Borrowings under the agreement, which is subject to annual renewal, bear interest at the Federal Funds rate plus 0.40%. The funds did not borrow from the line during the year ended March 31, 2008. 6. RISK FACTORS There are certain risks involved in investing in foreign securities. These risks include those resulting from future adverse political, social, and economic developments, fluctuations in currency exchange rates, the possible imposition of exchange controls, and other foreign laws or restrictions. 7. FEDERAL TAX INFORMATION The tax character of distributions paid during the year ended March 31, 2008 and the period May 12, 2006 (fund inception) through March 31, 2007, were as follows: NT Large Company Value NT Mid Cap Value 2008 2007* 2008 2007* DISTRIBUTIONS PAID FROM Ordinary income $2,544,622 $1,121,102 $3,661,052 $805,282 Long-term capital gains $413,792 -- $655,713 -- *May 12, 2006 (fund inception) through March 31, 2007. The book-basis character of distributions made during the year from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes. These differences reflect the differing character of certain income items and net realized gains and losses for financial statement and tax purposes, and may result in reclassification among certain capital accounts on the financial statements. As of March 31, 2008, the components of distributable earnings on a tax-basis and the federal tax cost of investments were as follows: NT Large Company Value NT Mid Cap Value Federal tax cost of investments $106,143,183 $49,075,001 ============ ============ Gross tax appreciation of investments $6,865,760 $957,609 Gross tax depreciation of investments (13,750,292) (3,877,796) ------------ ------------ Net tax appreciation (depreciation) of investments $(6,884,532) $(2,920,187) ============ ============ Undistributed ordinary income $22,379 $39,728 Accumulated long-term gains $221 -- Capital loss deferrals $(117,578) $(2,443,256) The difference between book-basis and tax-basis cost and unrealized appreciation (depreciation) is attributable primarily to the tax deferral of losses on wash sales and return of capital dividends received and the realization for tax purposes of unrealized gains (losses) on certain forward foreign currency exchange contracts and on certain futures contracts. The capital loss deferrals listed above represent net capital losses incurred in the five-month period ended March 31, 2008. The funds have elected to treat such losses as having been incurred in the following fiscal year for federal income tax purposes. - ------ 26 8. RECENTLY ISSUED ACCOUNTING STANDARDS In June 2006, the Financial Accounting Standards Board (FASB) issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes -- an Interpretation of FASB Statement No. 109" (FIN 48). FIN 48 establishes a minimum threshold for financial statement recognition of the benefit of positions taken in filing tax returns (including whether an entity is taxable in a particular jurisdiction), and requires certain expanded tax disclosures. FIN 48 is effective for fiscal years beginning after December 15, 2006, and is to be applied to all open tax years as of the date of effectiveness. The adoption of FIN 48 did not materially impact the financial statements. The FASB issued Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" (FAS 157), in September 2006, which is effective for fiscal years beginning after November 15, 2007. FAS 157 defines fair value, establishes a framework for measuring fair value and expands the required financial statement disclosures about fair value measurements. Management is currently evaluating the impact that adopting FAS 157 will have on the financial statement disclosures. In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, "Disclosures about Derivative Instruments and Hedging Activities -- an amendment of FASB Statement No. 133" (FAS 161). FAS 161 is effective for fiscal years beginning after November 15, 2008. FAS 161 amends and expands disclosures about derivative instruments and hedging activities. FAS 161 requires qualitative disclosures about the objectives and strategies of derivative instruments, quantitative disclosures about the fair value amounts of and gains and losses on derivative instruments, and disclosures of credit-risk-related contingent features in hedging activities. Management is currently evaluating the impact that adopting FAS 161 will have on the financial statement disclosures. 9. OTHER TAX INFORMATION (UNAUDITED) The following information is provided pursuant to provisions of the Internal Revenue Code. The funds hereby designate up to the maximum amount allowable as qualified dividend income for the fiscal year ended March 31, 2008. For corporate taxpayers, NT Large Company Value and NT Mid Cap Value hereby designate $2,226,923 and $743,098, respectively, or up to the maximum amount allowable, of ordinary income distributions paid during the fiscal year ended March 31, 2008 as qualified for the corporate dividends received deduction. NT Large Company Value and NT Mid Cap Value hereby designate $413,792 and $655,713 of long-term capital gain distributions, respectively, for the fiscal year ended March 31, 2008. NT Large Company Value and NT Mid Cap Value designate $681,440 and $3,052,152 of distributions as qualified short-term capital gains, respectively, for purposes of Internal Revenue Code Section 871. - ------ 27 FINANCIAL HIGHLIGHTS NT Large Company Value For a Share Outstanding Throughout the Years Ended March 31 (except as noted) 2008 2007(1) PER-SHARE DATA Net Asset Value, Beginning of Period $11.13 $10.00 ------- -------- Income From Investment Operations Net Investment Income (Loss) 0.22 0.18 Net Realized and Unrealized Gain (Loss) (1.29) 1.14 ------- -------- Total From Investment Operations (1.07) 1.32 ------- -------- Distributions From Net Investment Income (0.22) (0.18) From Net Realized Gains (0.13) (0.01) ------- -------- Total Distributions (0.35) (0.19) ------- -------- Net Asset Value, End of Period $9.71 $11.13 ======= ======== TOTAL RETURN(2) (9.93)% 13.26% RATIOS/SUPPLEMENTAL DATA Ratio of Operating Expenses to Average Net Assets 0.62% 0.63%(3) Ratio of Net Investment Income (Loss) to Average Net Assets 2.10% 2.01%(3) Portfolio Turnover Rate 20% 18% Net Assets, End of Period (in thousands) $98,618 $71,970 (1) May 12, 2006 (fund inception) through March 31, 2007. (2) Total return assumes reinvestment of net investment income and capital gains distributions, if any. Total returns for periods less than one year are not annualized. (3) Annualized. See Notes to Financial Statements. - ------ 28 NT Mid Cap Value For a Share Outstanding Throughout the Years Ended March 31 (except as noted) 2008 2007(1) PER-SHARE DATA Net Asset Value, Beginning of Period $11.28 $10.00 -------- -------- Income From Investment Operations Net Investment Income (Loss) 0.16(2) 0.14 Net Realized and Unrealized Gain (Loss) (1.29) 1.44 -------- -------- Total From Investment Operations (1.13) 1.58 -------- -------- Distributions From Net Investment Income (0.15) (0.12) From Net Realized Gains (0.96) (0.18) -------- -------- Total Distributions (1.11) (0.30) -------- -------- Net Asset Value, End of Period $9.04 $11.28 ======== ======== TOTAL RETURN(3) (10.79)% 16.03% RATIOS/SUPPLEMENTAL DATA Ratio of Operating Expenses to Average Net Assets 0.80% 0.80%(4) Ratio of Net Investment Income (Loss) to Average Net Assets 1.48% 1.55%(4) Portfolio Turnover Rate 208% 203% Net Assets, End of Period (in thousands) $45,832 $33,375 (1) May 12, 2006 (fund inception) through March 31, 2007. (2) Computed using average shares outstanding throughout the period. (3) Total return assumes reinvestment of net investment income and capital gains distributions, if any. Total returns for periods less than one year are not annualized. (4) Annualized. See Notes to Financial Statements. - ------ 29 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Shareholders, American Century Capital Portfolios, Inc.: We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of NT Large Company Value Fund and NT Mid Cap Value Fund, two of the mutual funds constituting American Century Capital Portfolios, Inc. (the "Corporation"), as of March 31, 2008, and the related statements of operations for the year then ended, the statements of changes in net assets for the year then ended and the period May 12, 2006 (fund inception) to March 31, 2007, and the financial highlights for the year then ended and the period May 12, 2006 to March 31, 2007. These financial statements and financial highlights are the responsibility of the Corporation's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Corporation is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of March 31, 2008, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the respective financial positions of NT Large Company Value Fund and NT Mid Cap Value Fund, two of the mutual funds of American Century Capital Portfolios, Inc. as of March 31, 2008, the results of their operations for the year then ended, the changes in their net assets for the year then ended and the period May 12, 2006 (fund inception) to March 31, 2007, and the financial highlights for the year then ended and the period May 12, 2006 to March 31, 2007, in conformity with accounting principles generally accepted in the United States of America. Deloitte & Touche LLP Kansas City, Missouri May 13, 2008 - ------ 30 MANAGEMENT The individuals listed below serve as directors or officers of the funds. Each director serves until his or her successor is duly elected and qualified or until he or she retires. Mandatory retirement age for independent directors is 72. Those listed as interested directors are "interested" primarily by virtue of their engagement as directors and/or officers of, or ownership interest in, American Century Companies, Inc. (ACC) or its wholly owned, direct or indirect, subsidiaries, including the funds' investment advisor, American Century Investment Management, Inc. (ACIM); the funds' principal underwriter, American Century Investment Services, Inc. (ACIS); and the funds' transfer agent, American Century Services, LLC (ACS). The other directors (more than three-fourths of the total number) are independent; that is, they have never been employees, directors or officers of, and have no financial interest in, ACC or any of its wholly owned, direct or indirect, subsidiaries, including ACIM, ACIS and ACS. The directors serve in this capacity for seven registered investment companies in the American Century Investments family of funds. All persons named as officers of the funds also serve in similar capacities for the other 14 investment companies in the American Century Investments family of funds advised by ACIM or American Century Global Investment Management, Inc. (ACGIM), a wholly owned subsidiary of ACIM, unless otherwise noted. Only officers with policy-making functions are listed. No officer is compensated for his or her service as an officer of the funds. The listed officers are interested persons of the funds and are appointed or re-appointed on an annual basis. INTERESTED DIRECTORS JAMES E. STOWERS, JR., 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1924 POSITION(S) HELD WITH FUNDS: Director (since 1958) and Vice Chairman (since 2007) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Founder, Co-Chairman, Director and Controlling Shareholder, ACC; Co-Vice Chairman, ACC (January 2005 to February 2007); Chairman, ACC (January 1995 to December 2004); Director, ACIM, ACGIM, ACS, ACIS and other ACC subsidiaries NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66 OTHER DIRECTORSHIPS HELD BY DIRECTOR: None JONATHAN S. THOMAS, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1963 POSITION(S) HELD WITH FUNDS: Director (since 2007) and President (since 2007) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: President and Chief Executive Officer, ACC (March 2007 to present); Chief Administrative Officer, ACC (February 2006 to February 2007); Executive Vice President, ACC (November 2005 to February 2007). Also serves as: President, Chief Executive Officer and Director, ACS; Executive Vice President, ACIM and ACGIM; Director, ACIM, ACGIM, ACIS and other ACC subsidiaries. Managing Director, Morgan Stanley (March 2000 to November 2005) NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 105 OTHER DIRECTORSHIPS HELD BY DIRECTOR: None - ------ 31 INDEPENDENT DIRECTORS THOMAS A. BROWN, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1940 POSITION(S) HELD WITH FUNDS: Director (since 1980) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Managing Member, Associated Investments, LLC (real estate investment company); Managing Member, Brown Cascade Properties, LLC (real estate investment company); Retired, Area Vice President, Applied Industrial Technologies NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66 OTHER DIRECTORSHIPS HELD BY DIRECTOR: None ANDREA C. HALL, PH.D., 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1945 POSITION(S) HELD WITH FUNDS: Director (since 1997) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Retired, Advisor to the President, Midwest Research Institute NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66 OTHER DIRECTORSHIPS HELD BY DIRECTOR: None JAMES A. OLSON, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1942 POSITION(S) HELD WITH FUNDS: Director (since 2007) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Member, Plaza Belmont LLC; Chief Financial Officer, Plaza Belmont LLC (September 1999 to December 2006) NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66 OTHER DIRECTORSHIPS HELD BY DIRECTOR: Director, Saia, Inc. and Entertainment Properties Trust DONALD H. PRATT, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1937 POSITION(S) HELD WITH FUNDS: Director (since 1995) and Chairman of the Board (since 2005) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chairman and Chief Executive Officer, Western Investments, Inc.; Retired Chairman of the Board, Butler Manufacturing Company NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66 OTHER DIRECTORSHIPS HELD BY DIRECTOR: None GALE E. SAYERS, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1943 POSITION(S) HELD WITH FUNDS: Director (since 2000) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: President, Chief Executive Officer and Founder, Sayers40, Inc., a technology products and services provider NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66 OTHER DIRECTORSHIPS HELD BY DIRECTOR: None M. JEANNINE STRANDJORD, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1945 POSITION(S) HELD WITH FUNDS: Director (since 1994) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Retired, formerly Senior Vice President, Sprint Corporation NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66 OTHER DIRECTORSHIPS HELD BY DIRECTOR: Director, DST Systems, Inc.; Director, Euronet Worldwide, Inc.; Director, Charming Shoppes, Inc. - ------ 32 OFFICERS BARRY FINK, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1955 POSITION(S) HELD WITH FUNDS: Executive Vice President (since 2007) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chief Operating Officer and Executive Vice President, ACC (September 2007 to present); President, ACS (October 2007 to present); Managing Director, Morgan Stanley (2000 to 2007); Global General Counsel, Morgan Stanley (2000 to 2006). Also serves as: Director, ACC, ACS, ACIS and other ACC subsidiaries MARYANNE ROEPKE, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1956 POSITION(S) HELD WITH FUNDS: Chief Compliance Officer (since 2006) and Senior Vice President (since 2000) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chief Compliance Officer, ACIM, ACGIM and ACS (August 2006 to present); Assistant Treasurer, ACC (January 1995 to August 2006); and Treasurer and Chief Financial Officer, various American Century Investments funds (July 2000 to August 2006). Also serves as: Senior Vice President, ACS CHARLES A. ETHERINGTON, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1957 POSITION(S) HELD WITH FUNDS: General Counsel (since 2007) and Senior Vice President (since 2006) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Attorney, ACC (February 1994 to present); Vice President, ACC (November 2005 to present); General Counsel, ACC (March 2007 to present). Also serves as: General Counsel, ACIM, ACGIM, ACS, ACIS and other ACC subsidiaries; and Senior Vice President, ACIM, ACGIM and ACS ROBERT LEACH, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1966 POSITION(S) HELD WITH FUNDS: Vice President, Treasurer and Chief Financial Officer (all since 2006) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Vice President, ACS (February 2000 to present) and Controller, various American Century Investments funds (1997 to September 2006) JON ZINDEL, 4500 Main Street, Kansas City, MO 64111 YEAR OF BIRTH: 1967 POSITION(S) HELD WITH FUNDS: Tax Officer (since 1998) PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chief Financial Officer and Chief Accounting Officer, ACC (March 2007 to present); Vice President, ACC (October 2001 to present); Vice President, certain ACC subsidiaries (October 2001 to August 2006); Vice President, Corporate Tax, ACS (April 1998 to August 2006). Also serves as: Chief Financial Officer, Chief Accounting Officer and Senior Vice President, ACIM, ACGIM, ACS and other ACC subsidiaries; and Chief Accounting Officer and Senior Vice President, ACIS The SAI has additional information about the funds' directors and is available without charge, upon request, by calling 1-800-345-2021. - ------ 33 ADDITIONAL INFORMATION RETIREMENT ACCOUNT INFORMATION As required by law, any distributions you receive from an IRA or certain 403(b), 457 and qualified plans [those not eligible for rollover to an IRA or to another qualified plan] are subject to federal income tax withholding, unless you elect not to have withholding apply. Tax will be withheld on the total amount withdrawn even though you may be receiving amounts that are not subject to withholding, such as nondeductible contributions. In such case, excess amounts of withholding could occur. You may adjust your withholding election so that a greater or lesser amount will be withheld. If you don't want us to withhold on this amount, you must notify us to not withhold the federal income tax. Even if you plan to roll over the amount you withdraw to another tax-deferred account, the withholding rate still applies to the withdrawn amount unless we have received notice not to withhold federal income tax prior to the withdrawal. You may notify us in writing or in certain situations by telephone or through other electronic means. You have the right to revoke your withholding election at any time and any election you make may remain in effect until revoked by filing a new election. Remember, even if you elect not to have income tax withheld, you are liable for paying income tax on the taxable portion of your withdrawal. If you elect not to have income tax withheld or you don't have enough income tax withheld, you may be responsible for payment of estimated tax. You may incur penalties under the estimated tax rules if your withholding and estimated tax payments are not sufficient. State tax will be withheld if, at the time of your distribution, your address is within one of the mandatory withholding states and you have federal income tax withheld. State taxes will be withheld from your distribution in accordance with the respective state rules. PROXY VOTING GUIDELINES American Century Investment Management, Inc., the funds' investment advisor, is responsible for exercising the voting rights associated with the securities purchased and/or held by the funds. A description of the policies and procedures the advisor uses in fulfilling this responsibility is available without charge, upon request, by calling 1-800-345-2021. It is also available on American Century's website at americancentury.com and on the Securities and Exchange Commission's website at sec.gov. Information regarding how the investment advisor voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on the "About Us" page at americancentury.com. It is also available at sec.gov. QUARTERLY PORTFOLIO DISCLOSURE The funds file their complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year on Form N-Q. The funds' Forms N-Q are available on the SEC's website at sec.gov, and may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The funds also make their complete schedule of portfolio holdings for the most recent quarter of their fiscal year available on their website at americancentury.com and, upon request, by calling 1-800-345-2021. - ------ 34 INDEX DEFINITIONS The following indices are used to illustrate investment market, sector, or style performance or to serve as fund performance comparisons. They are not investment products available for purchase. The RUSSELL 1000® INDEX is a market-capitalization weighted, large-cap index created by Frank Russell Company to measure the performance of the 1,000 largest companies in the Russell 3000 Index (the 3,000 largest publicly traded U.S. companies, based on total market capitalization). The RUSSELL 1000® GROWTH INDEX measures the performance of those Russell 1000 Index companies (the 1,000 largest of the 3,000 largest publicly traded U.S. companies, based on total market capitalization) with higher price-to-book ratios and higher forecasted growth values. The RUSSELL 1000® VALUE INDEX measures the performance of those Russell 1000 Index companies (the 1,000 largest of the 3,000 largest publicly traded U.S. companies, based on total market capitalization) with lower price-to-book ratios and lower forecasted growth values. The RUSSELL 2000® INDEX is a market-capitalization weighted index created by Frank Russell Company to measure the performance of the 2,000 smallest of the 3,000 largest publicly traded U.S. companies, based on total market capitalization. The RUSSELL 2000® GROWTH INDEX measures the performance of those Russell 2000 Index companies (the 2,000 smallest of the 3,000 largest publicly traded U.S. companies, based on total market capitalization) with higher price-to-book ratios and higher forecasted growth values. The RUSSELL 2000® VALUE INDEX measures the performance of those Russell 2000 Index companies (the 2,000 smallest of the 3,000 largest publicly traded U.S. companies, based on total market capitalization) with lower price-to-book ratios and lower forecasted growth values. The RUSSELL MIDCAP® INDEX measures the performance of the 800 smallest of the 1,000 largest publicly traded U.S. companies, base d on total market capitalization. The RUSSELL MIDCAP® GROWTH INDEX measures the performance of those Russell Midcap Index companies (the 800 smallest of the 1,000 largest publicly traded U.S. companies, based on total market capitalization) with higher price-to-book ratios and higher forecasted growth values. The RUSSELL MIDCAP® VALUE INDEX measures the performance of those Russell Midcap Index companies (the 800 smallest of the 1,000 largest publicly traded U.S. companies, based on total market capitalization) with lower price-to-book ratios and lower forecasted growth values. The S&P 500 INDEX is a market value-weighted index of the stocks of 500 publicly traded U.S. companies chosen for market size, liquidity, and industry group representation that are considered to be leading firms in dominant industries. Each stock's weight in the index is proportionate to its market value. Created by Standard & Poor's, it is considered to be a broad measure of U.S. stock market performance. - ------ 35 NOTES - ------ 36 [back cover] [american century investments logo and text logo ®] Contact Us americancentury.com Automated Information Line . . . . . . . . . . . . 1-800-345-8765 Investor Services Representative . . . . . . . . . 1-800-345-2021 or 816-531-5575 Business, Not-For-Profit, Employer-Sponsored Retirement Plans . . . . . . . . . . . . . . . . . 1-800-345-3533 Banks and Trust Companies, Broker-Dealers, Financial Professionals, Insurance Companies . . . 1-800-345-6488 Telecommunications Device for the Deaf . . . . . . 1-800-634-4113 American Century Capital Portfolios, Inc. Investment Advisor: American Century Investment Management, Inc. Kansas City, Missouri This report and the statements it contains are submitted for the general information of our shareholders. The report is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. American Century Investment Services, Inc., Distributor ©2008 American Century Proprietary Holdings, Inc. All rights reserved. 0805 CL-ANN-60035N
ITEM 2. CODE OF ETHICS. a. The registrant has adopted a Code of Ethics for Senior Financial Officers that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer, and persons performing similar functions. b. No response required. c. None. d. None. e. Not applicable. f. The registrant's Code of Ethics for Senior Financial Officers was filed as Exhibit 12 (a)(1) to American Century Asset Allocation Portfolios, Inc.'s Annual Certified Shareholder Report on Form N-CSR, File No. 811-21591, on September 29, 2005, and is incorporated herein by reference. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. (a)(1) The registrant's board has determined that the registrant has at least one audit committee financial expert serving on its audit committee. (a)(2) Thomas A. Brown and Gale E. Sayers are the registrant's designated audit committee financial experts. They are "independent" as defined in Item 3 of Form N-CSR. (a)(3) Not applicable. (b) No response required. (c) No response required. (d) No response required. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. (a) Audit Fees. The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were as follows: FY 2007: $138,928 FY 2008: $157,806 (b) Audit-Related Fees. The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item were as follows: For services rendered to the registrant: FY 2007: $0 FY 2008: $0 Fees required to be approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X (relating to certain engagements for non-audit services with the registrant's investment adviser and its affiliates): FY 2007: $0 FY 2008: $0 (c) Tax Fees. The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were as follows: For services rendered to the registrant: FY 2007: $8,788* FY 2008: $1,498* * This amount has been restated as certain prior year services related to review of federal and state income tax forms and federal excise tax forms that were paid in advance were refunded as management changed service providers. Some of the 2007 fiscal year end services were received in fiscal year 2008. Fees required to be approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X (relating to certain engagements for non-audit services with the registrant's investment adviser and its affiliates): FY 2007: $0 FY 2008: $0 (d) All Other Fees. The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item were as follows: For services rendered to the registrant: FY 2007: $0 FY 2008: $0 Fees required to be approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X (relating to certain engagements for non-audit services with the registrant's investment adviser and its affiliates): FY 2007: $0 FY 2008: $0 (e)(1) In accordance with paragraph (c)(7)(i)(A) of Rule 2-01 of Regulation S-X, before the accountant is engaged by the registrant to render audit or non-audit services, the engagement is approved by the registrant's audit committee. Pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, the registrant's audit committee also pre-approves its accountant's engagements for non-audit services with the registrant's investment adviser, its parent company, and any entity controlled by, or under common control with the investment adviser that provides ongoing services to the registrant, if the engagement relates directly to the operations and financial reporting of the registrant. (e)(2) All services described in each of paragraphs (b) through (d) of this Item were pre-approved before the engagement by the registrant's audit committee pursuant to paragraph (c)(7)(i)(A) of Rule 2-01 of Regulation S-X. Consequently, none of such services were required to be approved by the audit committee pursuant to paragraph (c)(7)(i)(C). (f) The percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was less than 50%. (g) The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant were as follows: FY 2007: $212,310* FY 2008: $39,525 * This amount has been restated as certain prior year services related to review of federal and state income tax forms and federal excise tax forms that were paid in advance were refunded as management changed service providers. Some of the 2007 fiscal year end services were received in fiscal year 2008. (h) The registrant's investment adviser and accountant have notified the registrant's audit committee of all non-audit services that were rendered by the registrant's accountant to the registrant's investment adviser, its parent company, and any entity controlled by, or under common control with the investment adviser that provides services to the registrant, which services were not required to be pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X. The notification provided to the registrant's audit committee included sufficient details regarding such services to allow the registrant's audit committee to consider the continuing independence of its principal accountant. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable. ITEM 6. INVESTMENTS. (a) The schedule of investments is included as part of the report to stockholders filed under Item 1 of this Form. (b) Not applicable. 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. During the reporting period, there were no material changes to the procedures by which shareholders may recommend nominees to the registrant's board. ITEM 11. CONTROLS AND PROCEDURES. (a) The registrant's principal executive officer and principal financial officer have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) are effective based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report. (b) There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the registrant's second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 12. EXHIBITS. (a)(1) Registrant's Code of Ethics for Senior Financial Officers, which is the subject of the disclosure required by Item 2 of Form N-CSR, was filed as Exhibit 12(a)(1) to American Century Asset Allocation Portfolios, Inc.'s Certified Shareholder Report on Form N-CSR, File No. 811-21591, on September 29, 2005. (a)(2) Separate certifications by the registrant's principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2(a) under the Investment Company Act of 1940, are filed and attached hereto as Exhibit 99.302CERT. (a)(3) Not applicable. (b) A certification by the registrant's chief executive officer and chief financial officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, is furnished and attached hereto as Exhibit 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 CENTURY CAPITAL PORTFOLIOS, INC. /s/ Jonathan S. Thomas By: ---------------------------------------- Name: Jonathan S. Thomas Title: President Date: May 30, 2008 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. /s/ Jonathan S. Thomas By: ---------------------------------------- Name: Jonathan S. Thomas Title: President (principal executive officer) Date: May 30, 2008 /s/ Robert J. Leach By: ---------------------------------------- Name: Robert J. Leach Title: Vice President, Treasurer, and Chief Financial Officer (principal financial officer) Date: May 30, 2008