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: 811-66 American Balanced Fund, Inc. (Exact Name of Registrant as specified in charter) P.O. Box 7650, One Market, Steuart Tower San Francisco, California 94120 (Address of principal executive offices) Registrant's telephone number, including area code: (415) 421-9360 Date of fiscal year end: December 31, 2003 Date of reporting period: December 31, 2003 Patrick F. Quan Secretary American Balanced Fund, Inc. P.O. Box 7650, One Market, Steuart Tower San Francisco, California 94120 (name and address of agent for service) Copies to: Robert E. Carlson, Esq. Paul, Hastings, Janofsky &Walker LLP 515 South Flower Street Los Angeles, California 90071 (Counsel for the Registrant) ITEM 1 - Reports to Stockholders [logo - American Funds(R)] The right choice for the long term(R) AMERICAN BALANCED FUND SPECIAL REPORT: MANAGING YOUR FUND'S INVESTMENTS [photo of an orchard] Annual report for the year ended December 31, 2003 AMERICAN BALANCED FUND(R) seeks conservation of capital, current income and long-term growth of both capital and income by investing in stocks and fixed-income securities. The fund approaches the management of its investments as if they constituted the complete investment program of the prudent investor. This fund is one of the 29 American Funds, the nation's third-largest mutual fund family. For more than seven decades, Capital Research and Management Company,SM the American Funds adviser, has invested with a long-term focus based on thorough research and attention to risk. Contents Letter to shareholders 1 The value of a long-term perspective 2 Managing your fund's investments 4 Investment portfolio 11 Financial statements 28 Directors and officers 39 What makes American Funds different? back cover THE FUND'S 30-DAY YIELD FOR CLASS A SHARES AS OF JANUARY 31, 2004, CALCULATED IN ACCORDANCE WITH THE SECURITIES AND EXCHANGE COMMISSION FORMULA, WAS 1.70%. THE FUND'S DISTRIBUTION RATE FOR CLASS A SHARES AS OF THAT DATE WAS 1.98%. BOTH REFLECT THE 5.75% MAXIMUM SALES CHARGE. The SEC yield reflects the rate at which the fund is earning income on its current portfolio of securities while the distribution rate reflects the fund's past dividends paid to shareholders. Accordingly, the fund's SEC yield and distribution rate may differ. Results shown in this report are for Class A shares. Results for other share classes can be found on page 38. Please see the inside back cover for important information about other share classes. FIGURES SHOWN ARE PAST RESULTS AND ARE NOT PREDICTIVE OF FUTURE PERIODS. CURRENT AND FUTURE RESULTS MAY BE LOWER OR HIGHER THAN THOSE SHOWN. BECAUSE SHARE PRICES MAY DECLINE, THE VALUE OF YOUR HOLDINGS MAY DECREASE. FOR THE MOST CURRENT INFORMATION AND MONTH-END RESULTS, VISIT AMERICANFUNDS.COM. RESULTS SHOWN, UNLESS OTHERWISE INDICATED, ARE AT NET ASSET VALUE. IF A SALES CHARGE (MAXIMUM 5.75%) HAD BEEN DEDUCTED, THE RESULTS WOULD HAVE BEEN LOWER. Investing for short periods makes losses more likely. Investments are not FDIC-insured, nor are they deposits of or guaranteed by a bank or any other entity. AMERICAN BALANCED FUND RESULTS OVER THE PAST 28 YEARS* (yearly returns through December 31) Value of Income Total principal return return+ 1976 +20.0% +6.0% +26.0% 1977 -4.5 +5.2 +0.7 1978 +0.6 +5.6 +6.2 1979 +1.6 +6.0 +7.6 1980 +7.1 +7.3 +14.4 1981 -3.5 +7.9 +4.4 1982 +20.8 +8.6 +29.4 1983 +8.4 +7.7 +16.1 1984 +2.2 +7.2 +9.4 1985 +22.3 +6.8 +29.1 1986 +10.9 +6.0 +16.9 1987 -2.3 +6.3 +4.0 1988 +6.6 +6.3 +12.9 1989 +14.9 +6.6 +21.5 1990 -7.3 +5.7 -1.6 1991 +18.6 +6.1 +24.7 1992 +4.4 +5.1 +9.5 1993 +6.3 +5.0 +11.3 1994 -4.2 +4.5 +0.3 1995 +22.4 +4.7 +27.1 1996 +9.2 +4.0 +13.2 1997 +17.1 +3.9 +21.0 1998 +7.5 +3.6 +11.1 1999 -0.1 +3.6 +3.5 2000 +12.0 +3.9 +15.9 2001 +4.5 +3.7 +8.2 2002 -9.0 +2.7 -6.3 2003 +20.2 +2.6 +22.8 Average annual total return for 28 full calendar years: +12.4% *Full calendar years since Capital Research and Management Company became the fund's investment adviser on July 26, 1975. +Total return measures capital appreciation and income return, assuming reinvestment of dividends and capital gain distributions. FELLOW SHAREHOLDERS: [photo of a field] In 2003, American Balanced Fund produced a total return of 22.8%, exceeding the Lipper Balanced Funds Index, which had a total return of 19.9%. Stocks, as measured by Standard & Poor's 500 Composite Index, had a total return of 28.7%. U.S. investment-grade bonds, as measured by the Lehman Brothers Aggregate Bond Index, provided a total return of 4.1%. The latter two indexes are unmanaged. After suffering declines for the past three years, stocks rebounded strongly in 2003. Corporate earnings increased significantly in response to the economic recovery and the cost-cutting efforts begun during the recession. In addition, the dramatic weakness of the U.S. dollar also pushed earnings higher for many companies. While the dollar decline is of some concern longer term, this favorable impact on earnings should continue in 2004. The sharp recovery in stocks has brought the market to a level 43% higher than its low in October 2002. Bonds generally produced adequate returns with a lot of volatility and disparity among the sectors of the bond market. BROAD STOCK RECOVERY In 2003, American Balanced Fund benefited from a larger allocation to stocks, which we had established late in 2002, and from excellent selection within the bond portfolio. The strength in the stock market was very broadly based, with virtually all sectors showing positive returns. The fund's approximately 9% position in technology stocks helped greatly, with EMC and Intel both more than doubling in price. In addition, a variety of other stocks helped the portfolio, including Caterpillar (+82%) and J.P. Morgan Chase (+53%). FleetBoston Financial rose 80% in the wake of an agreement to be acquired by Bank of America. On the negative side, our position in pharmaceuticals hurt our results, with Merck and Johnson & Johnson showing declines. AT&T had another disappointing year, with a decline of 22%. INCREASING RETAIL HOLDINGS Within the portfolio, we substantially increased our exposure to the retail sector from 4.4% to 6.7% as high-quality stocks such as Wal-Mart and Walgreen seemed to offer attractive opportunities. Earlier in the year, we reduced our positions in both the telecommunications and energy sectors. We also increased our exposure to the mortgage finance sector. Toward the end of 2002, we reduced our holdings in government bonds, reinvesting the proceeds in corporate bonds at considerably higher yields. In 2003, spurred by the improving economy and hopes for stronger corporate balance sheets, corporate bonds rallied. Our bond investments in automobiles, media and gaming did especially well. It is American Balanced Fund's policy to have between 50% and 75% invested in common stocks at all times. The percentage will vary based on our judgment of the relative attractiveness of equities, bonds and cash. After increasing our equity exposure late in 2002, our stock and bond allocation was relatively stable throughout 2003. At year-end, it was 65% in equities, 30% in bonds and 5% in cash. Since its inception 71 years ago, the fund has approached the management of its investments as though they constituted the complete investment program of the prudent investor. Our special report on page 4 discusses how this principle affects the fund's investment strategy. We welcome our new shareholders and thank our continuing investors for their support. Cordially, /s/ Robert G. O'Donnell Robert G. O'Donnell Chairman of the Board /s/ J. Dale Harvey J. Dale Harvey President February 12, 2004 Figures shown are past results and are not predictive of future periods. Current and future results may be lower or higher than those shown. Because share prices may decline, the value of your holdings may decrease. For the most current information and month-end results, visit americanfunds.com. Results shown are at net asset value. If a sales charge (maximum 5.75%) had been deducted, the results would have been lower. [Begin Sidebar] [photo of an orchard] IT IS AMERICAN BALANCED FUND'S POLICY TO HAVE BETWEEN 50% AND 75% INVESTED IN COMMON STOCKS AT ALL TIMES. [End Sidebar] HOW AMERICAN BALANCED FUND HAS FARED WITH CAPITAL RESEARCH AND MANAGEMENT COMPANY AS INVESTMENT ADVISER Since the fund invests in both stocks and bonds, its results should be weighed against a combination of stock and bond indexes. Cumulative Average annual total retun total return for the period 7/26/1975-12/31/2003 American Balanced Fund +2,702.2% +12.4% Lipper Balanced Funds Index* +2,146.5% +11.6% Standard & Poor's 500 Composite Index +3,124.6% +13.0% Lehman Brothers Aggregate Bond Index+ +1,123.1% +9.2% Figures assume reinvestment of all distributions. The S&P 500 and the Lehman Brothers Aggregate Bond Index are unmanaged. * The Lipper Balanced Funds Index lifetime return is calculated from July 31, 1975. + The Lehman Brothers Aggregate Bond Index did not exist until December 31, 1975. For the period July 31, 1975 to December 31, 1975, Lehman Brothers Government/Credit Bond Index (formerly known as Lehman Brothers Government/Corporate Bond Index) was used. Figures shown are past results and are not predictive of future periods. Current and future results may be lower or higher than those shown. Because share prices may decline, the value of your holdings may decrease. For the most current information and month-end results, visit americanfunds.com. Results shown, unless otherwise indicated, are at net asset value. If a sales charge (maximum 5.75%) had been deducted, the results would have been lower. [Begin Sidebar] THE VALUE OF A LONG-TERM PERSPECTIVE HOW A $10,000 INVESTMENT HAS GROWN This chart shows how a $10,000 investment in American Balanced Fund grew from July 26, 1975 -- when Capital Research and Management Company became the fund's investment adviser -- to December 31, 2003. Fund figures reflect deduction of the maximum sales charge of 5.75% on the $10,000 investment. Thus, the net amount invested was $9,425.1 As you can see, the $10,000 grew to $264,029 with all distributions reinvested. Since the fund invests in both stocks and bonds, it should not be surprising that its return lies between the unmanaged stock and bond indexes tracked on the chart. The fund's year-by-year results appear under the chart. You can use this table to estimate how the value of your own holdings has grown. Let's say, for example, that you have reinvested all your distributions and want to know how your investment has done since December 31, 1993. At that time, according to the table, the value of the investment illustrated here was $91,080. Since then, it has grown to $264,029. Thus, in the same period, the value of your 1993 investment -- regardless of size -- has almost tripled. AVERAGE ANNUAL TOTAL RETURNS (based on a $1,000 investment with all distributions reinvested) for periods ended December 31, 2003 Class A shares* reflecting 5.75% maximum sales charge 1 year +15.76% 5 years +7.07% 10 years +10.57% *Results for other share classes can be found on page 38. Please see inside back cover for important information about other share classes. original investment $10,000(1) [Begin Mountain Chart] <table> <s> <c> <c> <c> American Balanced Lehman Brothers Year ended Fund with dividends S&P 500 with dividends Aggregate Bond December 31,2003 reinvested(1)(3) reinvested (2) Index(4) original investment $10,000 $10,000 $10,000 1975 9,948 10,314 10,558 1976 12,533 12,782 12,205 1977 12,620 11,867 12,576 1978 13,404 12,647 12,751 1979 14,427 15,001 12,997 1980 16,498 19,869 13,348 1981 17,224 18,891 14,182 1982 22,280 22,961 18,809 1983 25,869 28,140 20,381 1984 28,291 29,905 23,468 1985 36,527 39,393 28,655 1986 42,690 46,746 33,031 1987 44,406 49,200 33,940 1988 50,123 57,349 36,616 1989 60,915 75,489 41,937 1990 59,959 73,142 45,694 1991 74,765 95,378 53,006 1992 81,853 102,634 56,930 1993 91,080 112,956 62,480 1994 91,386 114,442 60,658 1995 116,179 157,396 71,864 1996 131,474 193,510 74,473 1997 159,131 258,048 81,663 1998 176,846 331,786 88,756 1999 182,974 401,589 88,027 2000 211,985 365,037 98,261 2001 229,339 321,685 106,558 2002 214,967 250,617 117,486 2003 264,029 322,463 122,308 [end mountain chart] Year ended Dec. 31 1975(5) 1976 1977 1978 1979 1980 Total value Dividends reinvested $305 594 657 709 800 1,050 Value at year-end1 $9,948 12,533 12,620 13,404 14,427 16,498 AMBAL total return (0.5)% 26.0 0.7 6.2 7.6 14.4 Year ended Dec. 31 1981 1982 1983 1984 1985 1986 Total value Dividends reinvested 1,303 1,474 1,724 1,852 1,911 2,202 Value at year-end1 17,224 22,280 25,869 28,291 36,527 42,690 AMBAL total return 4.4 29.4 16.1 9.4 29.1 16.9 Year ended Dec. 31 1987 1988 1989 1990 1991 1992 Total value Dividends reinvested 2,709 2,779 3,283 3,457 3,683 3,815 Value at year-end1 44,406 50,123 60,915 59,959 74,765 81,853 AMBAL total return 4.0 12.9 21.5 (1.6) 24.7 9.5 Year ended Dec. 31 1993 1994 1995 1996 1997 1998 Total value Dividends reinvested 4,072 4,132 4,336 4,685 5,168 5,780 Value at year-end1 91,080 91,386 116,179 131,474 159,131 176,846 AMBAL total return 11.3 0.3 27.1 13.2 21.0 11.1 Year ended Dec. 31 1999 2000 2001 2002 2003 Total value Dividends reinvested 6,427 7,213 7,791 6,294 5,568 Value at year-end1 182,974 211,985 229,339 214,967 264,029 AMBAL total return 3.5 15.9 8.2 (6.3) 22.8 Average annual total return for 28-1/2 years: 12.2%1,3 (1) As outlined in the prospectus, the sales charge is reduced for larger investments. There is no sales charge on dividends or capital gain distributions that are reinvested in additional shares. The maximum initial sales charge was 8.5% prior to July 1, 1988. Results shown do not take into account income or capital gain taxes. (2) S&P 500 results are calculated with monthly dividends. (3) Includes reinvested dividends of $95,773 and reinvested capital gain distributions of $85,687. (4) The Lehman Brothers Aggregate Bond Index did not exist until December 31, 1975. For the period July 31, 1975, to December 31, 1975, Lehman Brothers Government/Credit Bond Index (formerly known as Lehman Brothers Government/Corporate Bond Index) was used. (5) For the period July 26, 1975 (when Capital Research and Management Company became the fund's investment adviser) through December 31, 1975. The market indexes are unmanaged and do not reflect sales charges, commissions or expenses. The results shown are before taxes on fund distributions and sale of fund shares. [photo of Mark Macdonald, Dale Harvey and Bob O'Donnell] MANAGING YOUR FUND'S INVESTMENTS [photo of Bob O'Donnell] [Begin Photo Caption] "If this were your only investment portfolio, you would emphasize quality. Our stocks tend to be companies with earnings or clear prospects of earnings." Bob O'Donnell [End Photo Caption] American Balanced Fund has long been a popular choice for investors saving for retirement or college. One of the reasons for its popularity is that "the fund approaches the management of its investments as if they constituted the complete investment program of the prudent investor."* *American Balanced Fund Prospectus We thought it would be a good time to discuss how this principle affects investment strategy and what it means to shareholders. We met with three portfolio counselors of American Balanced Fund to learn how the fund puts this approach into action. All three are experienced investors who have been through both bear and bull markets. They are: ROBERT G. O'DONNELL, chairman of the fund and a portfolio counselor who concentrates on stocks. Bob has 18 years of experience as a portfolio counselor in the fund and 32 years as an investment professional. J. DALE HARVEY, elected president of the fund in 2003. Dale has been a portfolio counselor in the fund for eight years and has 15 years of experience in the investment business. He focuses on stocks. MARK R. MACDONALD, a portfolio counselor and a bond investor. Mark has been a fund portfolio counselor for two years and has 18 years as an investment professional. Q: BOB, HOW DOES THE "PRUDENT INVESTOR" PRINCIPLE AFFECT THE OVERALL APPROACH OF THE FUND? BOB: First, it leads us to have more in stocks than in bonds because over the long term, stocks have had a higher return. Secondly, it encourages us to have a sizeable portion in bonds because an investor should be diversified. It is the fund's policy to have between 50% and 75% invested in common stocks at all times. The remainder is held in both bonds and cash. If you were responsible for investing the money of just one prudent investor, you wouldn't want to be swinging wildly between stocks and bonds. The percentage in stocks varies within this range based on our judgment of the relative attractiveness of stocks, bonds and cash. Q: HOW DOES THIS APPROACH AFFECT THE STOCKS THE FUND SELECTS OUT OF THE THOUSANDS OF POSSIBLE CHOICES? BOB: If this were your only investment portfolio, you would emphasize quality. Our stocks tend to be companies with earnings or clear prospects of earnings. We don't invest in untested companies. We seldom buy initial public offerings -- unless they are a spinoff from a proven, large company. We will not have more than 10% of the fund invested in non-dividend-paying stocks. In addition, we will not have more than 10% of the fund invested outside the United States. [photo of Mark Macdonald] [Begin Photo Caption] All three portfolio counselors are experienced investors who have been through both bear and bull markets. Mark Macdonald [End Photo Caption] [photo of Bob O'Donnell] [photo of trees and rolling hills] [Begin Sidebar] STRIKING A BALANCE BETWEEN RISK AND RETURN American Balanced Fund invests in a diversified mix of stocks and fixed-income securities. If we look back 10 years, as shown at right, the fund has provided higher returns than both stocks and bonds with volatility between that of bonds and stocks. During this period, it produced a higher return than the Lipper Balanced Funds Index at the same level of volatility. It is worth remembering, however, that figures shown are past results and are not predictive of future results. Future results may be lower or higher than those shown. For the 10-year period ended December 31, 2003 Average annual total returns [BEGIN SCATTER CHART] AVERAGE ANNUAL TOTAL RETURNS VOLATILITY More return, less risk AMBAL 11.23% 9.17% More return, more risk Stocks 11.06% 15.77% Less return, less risk Bonds 6.95% 3.95% Less return, less risk Lipper Balanced Funds Index 8.27% 9.24% [END SCATTER CHART] Volatility calculated by Lipper using standard deviation, a measure of how returns over time have varied from the mean; a lower number signifies lower volatility. The Lipper Balanced Funds Index is an equally weighted index of 30 U.S. balanced funds. Sources: Stocks - S&P 500; Bonds - Lehman Brothers Aggregate Bond Index. Both indexes are unmanaged. [End Sidebar] [Begin Sidebar] DOWNSIDE RESILIENCE Since 1975, there have been 10 significant declines in the stock and bond markets. American Balanced Fund has held up better than the stock market in every stock market decline, and better than the bond market in three of four declines. Figures shown below are total returns for the relevant periods. SIGNIFICANT STOCK MARKET DECLINES American Period Stock market Balanced Fund Difference 9/21/76 - 3/6/78 -13.5% 0.0% +13.5 11/28/80 - 8/12/82 -20.2 +5.5 +25.7 8/25/87 - 12/4/87 -32.8 -19.0 +13.8 7/16/90 - 10/11/90 -19.2 -12.4 +6.8 7/17/98 - 8/31/98 -19.1 -9.1 +10.0 3/24/00 - 10/09/02 -47.4 +4.2 +51.6 SIGNIFICANT BOND MARKET DECLINES American Period Bond market Balanced Fund Difference 12/31/76 - 3/31/80 -2.8% +8.2% +11.0 6/30/80 - 9/30/81 -9.0 +5.9 +14.9 4/30/83 - 5/31/84 -0.9 -3.0 -2.1 8/31/93 - 11/30/94 -3.3 +0.2 +3.5 Sources: Stocks -- S&P 500; Bonds -- Lehman Brothers Aggregate Bond Index. The indexes are unmanaged. Actual stock market declines for periods shown exceeded 15% on a principal basis, excluding dividends. Actual bond market declines exceeded 10% on a principal basis, excluding interest. Figures shown are past results and are not predictive of future periods. Current and future results may be lower or higher than those shown. Because share prices may decline, the value of your holdings may decrease. For the most current information and month-end results, visit americanfunds.com. Results shown are at net asset value. If a sales charge (maximum 5.75%) had been deducted, the results would have been lower. [End Sidebar] Q: MARK, HOW DOES THIS AFFECT AMBAL'S BOND INVESTING STRATEGY? MARK: Having "balanced fund" in the fund's title explains the role bonds play in AMBAL. They are designed to be a balance to the equity market, an anchor to protect against bad stock markets. The bond portion of AMBAL is a bond portfolio - -- not a portfolio of equities disguised as bonds. For example, high-yield bonds can behave like equities during periods of bad economic times and of credit distress like we had in 2002. To balance our equity investments, we invest in predominantly A-rated (or above) bonds. Their performance is more dependent upon changes in interest rates and less so on the credit quality of the bond market. If one of our bonds is downgraded below investment grade (the highest four rankings given bonds by independent rating agencies), we typically sell it within six months. Q: WHAT KIND OF FIXED-INCOME INVESTMENTS CAN THE FUND SELECT WITH THAT MANDATE? MARK: Our purview is wide: U.S. Treasury bonds; mortgage-backed securities; asset-backed securities including credit card receivables and automobile receivables; home equity loans; commercial mortgage-backed securities; federal agency bonds; and corporate bonds. We have a mix of all those types. No one class dominates the portfolio. In addition to being a counterweight to equities, the fund's bond portfolio generates more than half of the fund's income. So we are looking for bonds that will give us a combination of income, total return and preservation of capital. [Begin Sidebar] WHY BALANCED FUNDS HAVE ENDURED Balanced funds are one of the most durable mutual fund types. They date back to 1928 when Walter Morgan, a young investment manager, established the first balanced fund, which later became Vanguard Wellington Fund. At the time, the idea of adding bonds to a stock portfolio seemed unconventional. However, it didn't take long for other investors to see the benefits of a balanced approach. The great stock market crash wiped out 89% of stock market value from 1929 to 1932, as measured by the Dow Jones Industrial Average. Diversified portfolios with some assets in bonds and cash fared better during those bleak days. In 1932, the Commonwealth Investment Company, a balanced mutual fund, was founded. Commonwealth's management company was later acquired by another financial services company. In 1975, Capital Research and Management Company, investment adviser to American Funds, was asked to take over management of the fund and it became American Balanced Fund. It is now the largest balanced fund in the United States. Balanced funds gained popularity during the 1930s. Funds that balanced stocks with bonds and cash were less volatile and had higher total returns than funds holding only stocks. This pattern would recur many times in different periods in the years ahead. Balanced funds seldom led the pack in rising markets but gave up less ground when stock prices were retreating. Because of this aspect of managing risk through prescribed asset allocation, balanced funds have regained considerable favor in the past several years. [End Sidebar] [photo of Mark Macdonald] [Begin Photo Caption] "To balance our equity investments, we invest in predominantly A-rated (or above) bonds. Their performance is more dependent upon changes in interest rates and less so on the credit quality of the bond market." Mark Macdonald [End Photo Caption] [Begin Sidebar] Balanced funds gained popularity during the 1930s. Funds that balanced stocks with bonds and cash were less volatile and had higher total returns than funds holding only stocks. This pattern would recur many times in different periods in the years ahead. [End Sidebar] Q: DALE, HOW DOES THE MULTIPLE PORTFOLIO COUNSELOR SYSTEM HELP TO ACCOMPLISH THE GOAL OF MANAGING AMBAL? DALE: The multiple manager system is a huge advantage. The balanced investment portfolio is so diverse that I don't think one manager could do it successfully. You need a mix of portfolio counselors with different styles and experience. (Under the multiple portfolio counselor system, the AMBAL portfolio is currently divided among six portfolio counselors. In addition, a portion is assigned to research analysts. Three of the six portfolio counselors invest in stocks, two invest in bonds and the sixth has a balanced role and invests in both.) We spend a lot of time making sure that we have the right lineup of counselors in the fund and in the research portfolio. Q: IS THERE A UNIFYING THEME TO THE PORTFOLIO? DALE: The "prudent" aspect of the "complete portfolio" focuses on risk. We are careful to look at the quality of the companies in which we invest. We ask such questions as "How long have they been around? Do they pay dividends? How is the balance sheet?" We build financial models to understand the sources of future earnings, sales and cash flow. We continually meet with each company's top managers, and talk with each firm's competitors, suppliers and customers, among others. Q: HOW DIVERSE ARE THE INVESTMENT STYLES OF THE FUND'S PORTFOLIO COUNSELORS? DALE: I am a "deep discount investor." My comfort zone is investing in companies that are currently out of favor and have problems. To invest in one of these companies, I have to be able to understand why the future will be better than the recent past. If it works out that way, you can do well. But I am at one end of the spectrum. Bob O'Donnell's approach is more of a blend of growth and value investing styles in contrast to my "deep discount" value approach. The research portfolio has a bit more of a growth focus. Hilda Applbaum is the fund's balanced portfolio counselor. She invests in both stocks and bonds. She often acts as a leading indicator, pointing out to the other counselors whether stocks or bonds are currently the better value. Although we all focus on quality, we are mindful of investing at an attractive price. Q: BOB, HOW DOES A SHIFT IN THE ASSET ALLOCATION OF STOCKS VERSUS BONDS HAPPEN? BOB: If we start nearing the 75% in stocks that is our limit, we start moving money away from equity managers to bond managers. That protects us from getting too heavy in stocks at the top of the market. On the other hand, when stocks are at levels nearing 50%, we start moving assets away from bond managers to stock managers. In addition, of course, individual counselors may be changing their own allocations. Only very rarely is the fund higher than 70% in stocks or lower than 55%. Q: HOW DOES THIS APPROACH BENEFIT SHAREHOLDERS? BOB: It helps to protect us against being either too enthusiastic about the stock or bond markets when things are going well and too pessimistic when things are bleak. For example, at the end of 1999, only 56% of our assets were invested in common stocks, 34% in bonds and the rest in cash. We observed rampant speculation in some areas, with Internet stocks being only the most obvious example. We limited our exposure to some of the market's most highly valued technology and telecommunications sectors because we felt most of these stocks were overpriced. This hurt us in 1999 but it helped us dramatically during the sharp two-year decline in these stocks. By the end of 2002 with the market down 40% from its high, the fund had 64% of its assets in equities, 31% in bonds and the rest in cash. Currently the fund has about 65% in stocks, 30% in bonds and 5% in cash. [photo of Dale Harvey] [Begin Photo Caption] Dale Harvey [End Photo Caption] [Begin Sidebar] STOCKS, BONDS AND BALANCE 1976-2003 Total returns U.S. U.S. Lipper Balanced American stocks bonds Funds Index Balanced Fund 1976 23.9% 15.6% 26.0% 26.0% 1977 -7.2 3.0 -0.7 0.7 1978 6.6 1.4 4.8 6.2 1979 18.6 1.9 14.7 7.6 1980 32.5 2.7 19.7 14.4 1981 -4.9 6.2 1.9 4.4 1982 21.5 32.6 30.6 29.4 1983 22.6 8.4 17.4 16.1 1984 6.3 15.1 7.5 9.4 1985 31.7 22.1 29.8 29.1 1986 18.7 15.3 18.4 16.9 1987 5.3 2.8 4.1 4.0 1988 16.6 7.9 11.2 12.9 1989 31.6 14.5 19.7 21.5 1990 -3.1 9.0 0.7 -1.6 1991 30.4 16.0 25.8 24.7 1992 7.6 7.4 7.5 9.5 1993 10.1 9.7 12.0 11.3 1994 1.3 -2.9 -2.0 0.3 1995 37.5 18.5 24.9 27.1 1996 22.9 3.6 13.1 13.2 1997 33.4 9.7 20.3 21.0 1998 28.6 8.7 15.1 11.1 1999 21.0 -0.8 9.0 3.5 2000 -9.1 11.6 2.4 15.9 2001 -11.9 8.4 -3.2 8.2 2002 -22.1 10.3 -10.7 -6.3 2003 28.7 4.1 19.9 22.8 Average annual total returns (1/1/76-12/31/03) 13.1% 9.1% 11.6% 12.4% Volatility (1/1/76-12/31/03) 15.3 6.1 10.3 9.7 Volatility calculated by Lipper using standard deviation, a measure of how returns over time have varied from the mean; a lower number signifies lower volatility. The Lipper Balanced Funds Index is an equally weighted index of 30 U.S. balanced funds. Sources: Stocks - S&P 500; Bonds - Lehman Brothers Aggregate Bond Index. Both indexes are unmanaged. Figures shown are past results and are not predictive of future periods. Current and future results may be lower or higher than those shown. Because share prices may decline, the value of your holdings may decrease. For the most current information and month-end results, visit americanfunds.com. Results shown are at net asset value. If a sales charge (maximum 5.75%) had been deducted, the results would have been lower. [End Sidebar] [photo of Mark Macdonald and Dale Harvey] Begin Photo Caption] "We are always mindful that we are putting someone's future retirement funds or college savings on the line." Dale Harvey [End Photo Caption] Q: HOW DID THE FUND FARE DURING THE RECENT BEAR MARKET THAT BEGAN IN MARCH 2000 AND ENDED IN OCTOBER 2002? BOB: Very well. From March 24, 2000 until October 9, 2002, the stock market (as represented by the Standard & Poor's 500 Composite Index) produced a total return of -47.4%. AMBAL posted a total return of +4.2% (both figures assume reinvestment of dividends). Frankly, I can't imagine that a relative result like that will ever occur again. It can only be understood as occurring in the aftermath of perhaps the most speculative period in stock market history. As the chart on page 6 shows, the fund has held up better than the stock market in every stock market decline since 1975, the year that AMBAL joined the American Funds family. The fund has also held up better than the bond market in three of the four declines since 1975. Q: IS THIS A FUND THAT MANY INVESTORS IN RETIREMENT OR COLLEGE SAVINGS PLANS CHOOSE? DALE: Yes. We estimate that three quarters of the investors in the fund are using this fund in nontaxable accounts like retirement and college savings plans. Typically our clients have worked hard for their money, and their investment in American Balanced Fund is often a core investment. We are always mindful that we are putting someone's future retirement funds or college savings on the line. The fund represents people's hopes and dreams. It's not just a bunch of numbers. That's why approaching the management of the fund as if it were the complete investment program of the prudent investor is such an important characteristic of the fund. [Begin Sidebar] Figures shown are past results and are not predictive of future periods. Current and future results may be lower or higher than those shown. Because share prices may decline, the value of your holdings may decrease. For the most current information and month-end results, visit americanfunds.com. Results shown are at net asset value. If a sales charge (maximum 5.75%) had been deducted, the results would have been lower. [End Sidebar] [Begin Sidebar] A WEALTH OF EXPERIENCE American Balanced Fund currently has six portfolio counselors who bring together 114 years of investment experience to managing your investment. Here are the specific years of experience for these primary decision-makers for the fund: Years of investment Portfolio counselor experience Robert G. O'Donnell 32 John H. Smet 22 Mark R. Macdonald 18 Hilda L. Applbaum 17 J. Dale Harvey 15 Gregory D. Johnson 10 [End Sidebar] [photo of Bob O'Donnell] [Begin Photo Caption] "The fund has also held up better than the bond market in three of the four declines since 1975." Bob O'Donnell [End Photo Caption] INVESTMENT PORTFOLIO December 31, 2003 [begin pie chart] Percent of net INVESTMENT MIX BY SECURITY TYPE assets Common stocks 65 % Corporate bonds & notes 17 Government & other obligations 13 Short-term securities & cash equivalents 5 [end pie chart] Percent of net LARGEST COMMON STOCK HOLDINGS assets Altria Group 1.7 % General Electric 1.6 Eli Lilly 1.5 Microsoft 1.4 Bristol-Myers Squibb 1.3 Wal-Mart Stores 1.2 IBM 1.1 American International Group 1.1 AstraZeneca 1.1 Freddie Mac 1.1 Number of Market shares value COMMON STOCKS - 64.98% (000) RETAILING - 6.74% Albertson's, Inc. 5,200,000 $ 117,780 eBay Inc. (1) 3,472,000 224,256 J.C. Penney Co., Inc. 6,500,000 170,820 Kohl's Corp. (1) 4,750,000 213,465 Lowe's Companies, Inc. 1,950,000 108,010 May Department Stores Co. 1,500,000 43,605 Target Corp. 6,975,000 267,840 TJX Companies, Inc. 7,500,000 165,375 Walgreen Co. 8,400,000 305,592 Wal-Mart Stores, Inc. 6,300,000 334,215 1,950,958 PHARMACEUTICALS & BIOTECHNOLOGY - 5.99% Amgen Inc. (1) 1,000,000 61,800 AstraZeneca PLC (ADR) 6,505,400 314,731 Bristol-Myers Squibb Co. 12,600,000 360,360 Eli Lilly and Co. 5,950,000 418,464 Johnson & Johnson 4,200,000 216,972 Merck & Co., Inc. 3,650,000 168,630 Pfizer Inc 5,450,000 192,548 1,733,505 ENERGY - 4.96% Burlington Resources Inc. 1,000,000 55,380 Canadian Natural Resources, Ltd. 1,300,000 65,602 ChevronTexaco Corp. 2,000,000 172,780 ConocoPhillips 4,600,000 301,622 Exxon Mobil Corp. 5,100,000 209,100 Marathon Oil Corp. 1,750,000 57,907 Noble Energy, Inc. (2) 2,860,000 127,070 Royal Dutch Petroleum Co. (New York registered) 4,650,000 243,613 Schlumberger Ltd. 700,000 38,304 Valero Energy Corp. 3,500,000 162,190 1,433,568 TECHNOLOGY HARDWARE & EQUIPMENT - 4.13% Agilent Technologies, Inc. (1) 3,250,000 95,030 Cisco Systems, Inc. (1) 2,532,900 61,524 Dell Inc. (1) 2,200,000 74,712 EMC Corp. (1) 4,500,000 58,140 Hewlett-Packard Co. 10,200,000 234,294 International Business Machines Corp. 3,500,000 324,380 Motorola, Inc. 7,700,000 108,339 Nokia Corp. (ADR) 4,300,000 73,100 QUALCOMM Inc. 3,050,000 164,486 1,194,005 TELECOMMUNICATION SERVICES - 3.48% ALLTEL Corp. 3,010,000 140,206 AT&T Corp. 12,549,000 254,745 BellSouth Corp. 9,950,000 281,585 SBC Communications Inc. 3,000,000 78,210 Sprint Corp. - FON Group 15,400,000 252,868 1,007,614 SOFTWARE & SERVICES - 3.37% Automatic Data Processing, Inc. 7,525,000 298,065 Electronic Data Systems Corp. 9,000,000 220,860 Microsoft Corp. 14,675,000 404,150 Oracle Corp. (1) 4,000,000 52,800 975,875 BANKS - 3.36% Bank of America Corp. 400,000 32,172 Comerica Inc. 2,600,000 145,756 FleetBoston Financial Corp. 6,400,000 279,360 PNC Financial Services Group, Inc. 3,000,000 164,190 Socidtd Gdndrale 1,100,000 96,650 SunTrust Banks, Inc. 1,500,000 107,250 U.S. Bancorp 2,000,000 59,560 Wells Fargo & Co. 1,500,000 88,335 973,273 FOOD, BEVERAGE & TOBACCO - 3.21% Altria Group, Inc. 9,100,000 495,222 Coca-Cola Co. 2,300,000 116,725 Del Monte Foods Co. (1) 5,757,100 59,874 H.J. Heinz Co. 2,591,500 94,408 Sara Lee Corp. 3,000,000 65,130 Unilever NV (New York registered) 1,500,000 97,350 928,709 INSURANCE - 3.02% Allstate Corp. 1,000,000 43,020 American International Group, Inc. 4,800,000 318,144 Aon Corp. 6,500,000 155,610 Jefferson-Pilot Corp. 1,600,000 81,040 Lincoln National Corp. 2,000,000 80,740 Marsh & McLennan Companies, Inc. 4,050,000 193,955 872,509 AEROSPACE & DEFENSE - 2.78% General Dynamics Corp. 2,245,200 202,944 Honeywell International Inc. 3,900,000 130,377 Northrop Grumman Corp. 2,950,000 282,020 Raytheon Co. 4,385,000 131,725 United Technologies Corp. 600,000 56,862 803,928 THRIFTS & MORTGAGE FINANCE - 2.68% Fannie Mae 1,750,800 131,415 Freddie Mac 5,380,000 313,762 MGIC Investment Corp. 2,800,000 159,432 Washington Mutual, Inc. 4,250,000 170,510 775,119 INDUSTRIAL CONGLOMERATES - 2.23% General Electric Co. 14,650,000 453,857 Tyco International Ltd. 7,250,000 192,125 645,982 AUTOMOBILES & COMPONENTS - 2.18% General Motors Corp. 3,700,000 197,580 Harley-Davidson Motor Co. 2,230,000 105,992 Honda Motor Co., Ltd. 1,250,000 55,395 Johnson Controls, Inc. 1,725,000 200,307 Magna International Inc., Class A 890,000 71,245 630,519 MATERIALS - 2.14% Dow Chemical Co. 4,380,000 182,077 International Paper Co. 5,350,000 230,639 MeadWestvaco Corp. 2,750,000 81,813 Rio Tinto PLC 2,250,000 61,915 Weyerhaeuser Co. 1,000,000 64,000 620,444 MEDIA - 2.00% Comcast Corp., Class A (1) 4,000,000 131,480 Gannett Co., Inc. 1,050,000 93,618 Interpublic Group of Companies, Inc. (1) 4,235,000 66,066 Knight-Ridder, Inc. 1,902,900 147,227 Time Warner Inc. (1) 7,750,000 139,423 577,814 DIVERSIFIED FINANCIALS - 1.80% American Express Co. 3,500,000 168,805 Bank of New York Co., Inc. 2,130,000 70,546 Citigroup Inc. 1,500,000 72,810 ING Groep NV 2,339,200 54,290 J.P. Morgan Chase & Co. 4,175,000 153,348 519,799 HOTELS, RESTAURANTS & LEISURE - 1.33% Carnival Corp., units 3,200,000 127,136 Carnival PLC 4,250,000 170,613 McDonald's Corp. 3,500,000 86,905 384,654 SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT - 1.32% Applied Materials, Inc. (1) 4,500,000 101,025 Intel Corp. 5,550,000 178,710 Texas Instruments Inc. 3,500,000 102,830 382,565 UTILITIES - 1.26% American Electric Power Co., Inc. 1,200,000 36,612 Constellation Energy Group, Inc. 1,100,000 43,076 FPL Group, Inc. 3,250,000 212,615 National Grid Transco PLC 10,200,000 72,808 365,111 HEALTH CARE PROVIDERS & SERVICES - 1.05% CIGNA Corp. 2,225,000 127,938 McKesson Corp. 5,500,000 176,880 304,818 MACHINERY - 0.98% Caterpillar Inc. 400,000 33,208 Deere & Co. 1,530,000 99,526 Illinois Tool Works Inc. 1,800,000 151,038 283,772 HOUSEHOLD & PERSONAL PRODUCTS - 0.72% Avon Products, Inc. 1,600,000 107,984 Procter & Gamble Co. 1,000,000 99,880 207,864 TRANSPORTATION - 0.60% Burlington Northern Santa Fe Corp. 3,400,000 109,990 Southwest Airlines Co. 3,935,000 63,511 173,501 OTHER - 1.44% Becton, Dickinson and Co. 2,525,000 103,879 Equity Office Properties Trust 2,900,000 83,085 Equity Residential 2,100,000 61,971 IKON Office Solutions, Inc. 5,000,000 59,300 Leggett & Platt, Inc. 5,000,000 108,150 416,385 MISCELLANEOUS - 2.21% Other common stocks in initial period of acquisition 638,554 TOTAL COMMON STOCKS (cost: $15,735,646,000) 18,800,845 Number of Market shares value CONVERTIBLE SECURITIES & preferred stocks - 0.51% (000) CONVERTIBLE SECURITIES & PREFERRED STOCKS - 0.46% Equity Office Properties Trust, Series B, 5.25% convertible preferred 2008 150,000 $ 7,501 Ford Motor Co. Capital Trust II 6.50% cumulative convertible trust preferred 2032 159,600 8,914 NB Capital Corp., Series A, 8.35% exchangeable preferred depositary shares 300,000 8,430 ProLogis, Series D, 7.92% preferred 238,794 5,977 SMFG Finance (Cayman) Ltd. 2.25% mandatorily exchangeable preferred 2005, units 5,289,000,000 92,204 Swire Pacific Capital Ltd. 8.84% cumulative guaranteed perpetual capital securities (3) 370,000 9,805 132,831 MISCELLANEOUS - 0.05% Other convertible securities & preferred stocks in initial period of acquisition 14,193 TOTAL CONVERTIBLE SECURITIES & PREFERRED STOCKS (cost: $93,565,000) 147,024 Principal Market amount value CORPORATE BONDS & NOTES - 16.76% (000) (000) TELECOMMUNICATION SERVICES - 1.94% AT&T Corp.: (4) 7.00% 2006 $ 15,000 $ 16,601 7.80% 2011 55,000 63,417 AT&T Wireless Services, Inc.: 7.875% 2011 25,170 29,174 8.125% 2012 (5) 54,105 63,744 TeleCorp PCS, Inc. 10.625% 2010 4,750 5,555 British Telecommunications PLC: (4) 7.875% 2005 10,000 11,026 8.375% 2010 8,250 10,056 Cingular Wireless LLC 5.625% 2006 5,000 5,367 Deutsche Telekom International Finance BV: 8.25% 2005 (4) 11,500 12,480 3.875% 2008 5,000 5,023 8.50% 2010 (4) 2,250 2,725 5.25% 2013 30,000 30,374 France Telecom: (4) 8.45% 2006 4,000 4,471 9.00% 2011 7,250 8,722 Orange PLC 9.00% 2009 4,000 4,278 Koninklijke KPN NV: 7.50% 2005 5,000 5,423 8.00% 2010 10,500 12,581 PCCW-HKT Capital Ltd. 7.75% 2011 (3) 10,000 11,757 Singapore Telecommunications Ltd. 7.375% 2031 (3) 5,000 5,925 Sprint Capital Corp.: 7.90% 2005 10,000 10,656 6.00% 2007 10,000 10,689 6.375% 2009 6,420 6,871 7.625% 2011 52,350 58,779 8.375% 2012 11,500 13,457 6.90% 2019 3,900 3,995 6.875% 2028 5,000 4,896 Telecom Italia SpA: (3) Series A, 4.00% 2008 20,000 20,153 Series B, 5.25% 2013 11,000 11,047 Verizon Global Funding Corp. 7.25% 2010 50,500 58,242 Verizon Virginia Inc., Series A, 4.625% 2013 6,000 5,796 Verizon Wireless Capital LLC and Cellco Partnership 5.375% 2006 27,375 29,236 Vodafone Group PLC 7.75% 2010 15,000 17,805 560,321 BANKS - 1.50% AB Spintab 7.50% (undated) (3) (4) 2,600 2,888 Abbey National PLC: (4) 6.70% (undated) 5,000 5,535 7.35% (undated) 4,500 4,970 Allfirst Preferred Capital Trust 2.65% 2029 (4) 4,000 4,007 Bank of America Corp.: 4.375% 2010 6,000 6,024 5.125% 2014 5,000 4,998 Bank of Nova Scotia 1.375% Eurodollar note (undated) (4) 4,000 3,230 Bank of Scotland 7.00% (undated) (3) (4) 4,225 4,679 HBOS PLC 5.375% (undated) (3) 15,000 15,030 HBOS Treasury Services PLC 3.75% 2008 (3) 18,500 18,535 Barclays Bank PLC: (3) (4) 6.86% callable perpetual core tier one notes (undated) 3,000 3,266 7.375% (undated) 4,000 4,661 Bayer Hypo-Vereinsbank 8.741% 2031 (3) 1,200 1,420 HVB Funding Trust III 9.00% 2031 (3) 5,000 6,052 Bayerische Landesbank, Series F, 2.50% 2006 7,000 7,091 BCI U.S. Funding Trust I 8.01% noncumulative preferred (undated) (3) (4) 4,000 4,605 BNP Paribas Capital Trust 9.003% noncumulative trust preferred 6,000 7,522 (undated) (3) BNP U.S. Funding LLC, Series A, 7.738% noncumulative preferred 7,000 8,007 (undated) (3) (4) Canadian Imperial Bank of Commerce 1.375% Eurodollar note 2085 (4) 1,600 1,280 City National Corp. 5.125% 2013 7,000 6,935 Credit Suisse First Boston (USA), Inc.: 4.625% 2008 5,000 5,210 6.50% 2012 3,000 3,344 DBS Capital Funding Corp., Series A, 7.657% noncumulative guaranteed 5,500 6,344 preference shares (undated) (3) (4) Den Norske CreditBank 1.438% (undated) (4) 3,000 2,246 Fuji JGB Investment LLC, Series A, 9.87% noncumulative preferred 14,425 16,322 (undated) (3) (4) Household Finance Corp.: 6.50% 2008 7,000 7,811 6.375% 2011 17,500 19,301 6.75% 2011 5,000 5,637 6.375% 2012 17,000 18,682 7.00% 2012 5,000 5,711 HSBC Capital Funding LP: (4) 8.03% noncumulative preferred (undated) 5,000 7,620 Series 2, 10.176% noncumulative step-up perpetual preferred (undated) (3) $ 10,100 14,845 Midland Bank 1.50% Eurodollar note (undated) (4) 4,000 3,439 J.P. Morgan Chase & Co.: 4.50% 2010 15,000 15,141 5.75% 2013 4,000 4,225 JPM Capital Trust I, cumulative capital securities trust, 7.54% 2027 750 823 National Westminster Bank PLC 7.75% (undated) (4) 7,000 8,008 RBS Capital Trust I noncumulative trust preferred, 4.709% (undated) 4,500 4,312 Royal Bank of Scotland Group PLC: 7.648% (undated) (4) 6,000 7,187 Series 3, 7.816% (undated) 8,500 9,347 Popular North America, Inc., Series E, 3.875% 2008 11,000 10,991 SocGen Real Estate Co. LLC, Series A, 7.64% (undated) (3) (4) 47,750 54,000 UnionBanCal Corp. 5.25% 2013 9,000 9,107 US Bank National Association 2.85% 2006 9,000 9,050 Washington Mutual Bank, FA 6.875% 2011 5,000 5,678 Washington Mutual, Inc.: 7.50% 2006 3,000 3,353 5.625% 2007 4,750 5,123 4.375% 2008 10,000 10,290 4.00% 2009 22,000 22,063 Wells Fargo & Co. 3.50% 2008 5,000 5,021 Zions Bancorp 6.00% 2015 13,500 14,191 435,157 AUTOMOBILES & COMPONENTS - 1.29% ArvinMeritor, Inc.: 6.625% 2007 7,500 7,913 8.75% 2012 9,500 10,925 DaimlerChrysler North America Holding Corp.: 6.40% 2006 9,000 9,648 4.05% 2008 22,500 22,369 4.75% 2008 5,000 5,120 7.30% 2012 10,750 11,988 6.50% 2013 10,000 10,553 Ford Motor Co. 7.45% 2031 10,800 10,946 Ford Motor Credit Co.: 6.875% 2006 35,000 37,374 6.50% 2007 6,000 6,396 6.75% 2008 2,700 2,855 7.375% 2009 5,000 5,497 7.25% 2011 32,000 34,758 7.375% 2011 35,250 38,474 General Motors Acceptance Corp.: 7.75% 2010 15,500 17,592 6.875% 2011 49,150 53,020 7.25% 2011 5,000 5,493 7.00% 2012 41,500 44,688 8.00% 2031 14,500 16,332 General Motors Corp.: 7.20% 2011 15,000 16,515 8.80% 2021 5,000 5,908 374,364 INSURANCE - 1.18% ACE Capital Trust II 9.70% 2030 2,500 3,271 AIG SunAmerica Global Financing VII 5.85% 2008 (3) 7,750 8,453 International Lease Finance Corp.: 3.75% 2007 8,000 8,166 4.35% 2008 14,500 14,813 4.50% 2008 4,000 4,135 Series O, 4.55% 2009 5,000 4,995 5.875% 2013 12,850 13,562 Allstate Corp. 6.75% 2018 5,970 6,808 Allstate Financial Global Funding LLC: (3) 5.25% 2007 6,000 6,454 4.25% 2008 19,250 19,709 Hartford Financial Services Group, Inc. 4.70% 2007 3,750 3,943 ING Capital Funding Trust III 8.439% noncumulative preferred (undated) (4) 13,000 15,762 International Nederland Bank NV 5.125% 2015 (3) 7,500 7,491 ReliaStar Financial Corp. 8.00% 2006 9,250 10,464 Jackson National Life Global Funding, Series 2002-1, 5.25% 2007 (3) 6,000 6,440 John Hancock Global Funding II, Series 2002-G, 5.00% 2007 (3) 10,000 10,632 Lincoln National Corp.: 6.20% 2011 700 765 7.00% 2018 1,350 1,563 Mangrove Bay Pass Through Trust 6.102% 2033 (3) (4) 32,440 32,174 XL Capital Finance (Europe) PLC 6.50% 2012 3,015 3,305 MetLife, Inc. 3.911% 2005 12,385 12,741 Monumental Global Funding Trust II: (3) 2001-B, Series B, 6.05% 2006 5,000 5,374 3.45% 2007 15,000 15,094 2002-A, Series A, 5.20% 2007 21,000 22,422 Nationwide Life Insurance Co. 5.35% 2007 (3) 6,000 6,464 Nationwide Mutual Insurance Co. 7.875% 2033 (3) 5,000 5,802 PRICOA Global Funding I, Series 2003-2, 3.90% 2008 (3) 16,500 16,527 Prudential Holdings, LLC, Series C, 8.695% 2023 (3) (6) 29,500 36,521 Prudential Insurance Co. of America 6.375% 2006 (3) 3,075 3,352 Principal Life Global Funding I 4.40% 2010 (3) 15,000 15,123 Travelers Property Casualty Corp. 3.75% 2008 9,000 9,048 United Energy Distribution Pty Ltd., AMBAC insured, 4.70% 2011 (3) 10,000 10,160 341,533 CAPITAL GOODS - 0.87% BAE SYSTEMS 2001 Asset Trust, Series 2001: (3) (6) Class B, 7.156% 2011 15,583 17,019 Class G, MBIA insured, 6.664% 2013 13,117 14,505 Caterpillar Financial Services Corp.: Series F, 2.35% 2006 5,000 4,977 2.70% 2008 4,000 3,869 Deere & Co. 8.95% 2019 7,330 9,053 John Deere Capital Corp. 3.90% 2008 14,500 14,750 General Dynamics Corp. 4.50% 2010 3,000 3,071 General Electric Capital Corp., Series A: 5.00% 2007 20,000 21,320 5.375% 2007 7,000 7,535 3.50% 2008 23,000 23,046 6.00% 2012 8,000 8,690 General Electric Co. 5.00% 2013 29,000 29,382 Hutchison Whampoa Finance Ltd., Series B, 7.45% 2017 (3) 2,750 3,000 Hutchison Whampoa International Ltd.: (3) 7.00% 2011 3,500 3,852 6.50% 2013 21,500 22,438 Raytheon Co.: 6.50% 2005 8,917 9,506 4.85% 2011 15,000 15,042 Tyco International Group SA: 6.125% 2008 8,000 8,600 6.375% 2011 26,175 28,105 6.00% 2013 (3) 3,250 3,364 251,124 MEDIA - 0.78% Chancellor Media Corp. of Los Angeles 8.00% 2008 5,500 6,394 Clear Channel Communications, Inc.: 6.00% 2006 8,000 8,654 4.625% 2008 15,000 15,489 5.75% 2013 3,000 3,139 Comcast Cable Communications, Inc.: 8.375% 2007 19,000 22,048 6.875% 2009 8,000 9,031 Comcast Corp. 6.50% 2015 2,500 2,719 TCI Communications, Inc. 8.75% 2015 2,670 3,386 Cox Communications, Inc. 7.75% 2006 5,000 5,612 Cox Radio, Inc. 6.625% 2006 17,495 18,932 Gannett Co., Inc. 4.95% 2005 4,125 4,290 Liberty Media Corp.: 7.75% 2009 7,000 8,037 7.875% 2009 18,000 20,879 8.25% 2030 8,750 10,507 AOL Time Warner Inc.: 6.875% 2012 21,500 24,241 7.625% 2031 5,000 5,790 Time Warner Inc. 8.18% 2007 3,000 3,477 Univision Communications Inc.: 2.875% 2006 10,000 9,972 3.875% 2008 2,700 2,674 7.85% 2011 11,000 13,096 Viacom Inc.: 5.625% 2007 15,500 16,771 6.625% 2011 10,000 11,369 226,507 MATERIALS - 0.77% Alcan Inc. 5.20% 2014 30,480 30,868 Dow Chemical Co.: 5.00% 2007 3,000 3,164 5.75% 2008 3,100 3,327 5.75% 2009 6,250 6,700 6.00% 2012 9,700 10,228 ICI Wilmington, Inc. 5.625% 2013 17,100 17,215 Inco Ltd. 7.75% 2012 3,500 4,089 International Paper Co.: 6.75% 2011 15,000 16,702 5.85% 2012 10,000 10,436 5.50% 2014 8,000 8,045 Norske Skogindustrier ASA: (3) 6.125% 2015 24,550 24,922 7.125% 2033 10,000 10,409 Packaging Corp. of America: 4.375% 2008 4,000 4,008 5.75% 2013 13,000 13,157 SCA Coordination Center NV 4.50% 2015 (3) 18,000 16,869 Scotia Pacific Co. LLC, Series B: Class A-1, 6.55% 2028 (6) 3,522 3,313 Class A-3, 7.71% 2028 5,000 3,200 Weyerhaeuser Co.: 5.95% 2008 11,875 12,778 5.25% 2009 8,125 8,449 6.75% 2012 13,000 14,205 222,084 DIVERSIFIED FINANCIALS - 0.71% Capital One Bank: 8.25% 2005 12,000 12,985 6.875% 2006 15,000 16,235 4.875% 2008 20,000 20,603 CIT Group Inc.: 5.50% 2007 10,000 10,716 5.75% 2007 2,500 2,700 7.375% 2007 11,500 12,999 4.00% 2008 6,000 6,074 6.875% 2009 8,000 8,999 7.75% 2012 8,500 10,058 Citigroup Inc. 3.50% 2008 6,000 6,028 MBNA America Bank, National Association 7.125% 2012 7,650 8,763 MBNA Corp.: Series F, 6.125% 2013 3,500 3,765 5.00% 2015 5,000 4,861 SLM Corp., Series A: 3.625% 2008 4,000 3,987 3.95% 2008 17,500 17,692 4.00% 2009 13,000 13,104 5.00% 2015 10,000 9,887 USA Education, Inc. 5.625% 2007 31,995 34,698 204,154 UTILITIES - 0.68% Alabama Power Co., Series U, 2.65% 2006 7,000 7,049 Appalachian Power Co., Series G, 3.60% 2008 7,000 6,924 Cilcorp Inc.: 8.70% 2009 13,000 15,707 9.375% 2029 10,620 14,325 Consolidated Edison Co. of New York, Inc., Series 2003-A, 3.625% 2008 4,000 4,005 Constellation Energy Group, Inc. 6.125% 2009 8,750 9,622 Dominion Resources, Inc.: Series 2002-D, 5.125% 2009 6,250 6,534 Series 2002-C, 5.70% 2012 (4) 8,250 8,710 Series 2003-E, 6.30% 2033 4,000 4,068 Virginia Electric and Power Co.: Series 2002-A, 5.375% 2007 7,785 8,309 Series 2003-B, 4.50% 2010 3,500 3,534 Duke Energy Corp. First and Refunding Mortgage Bonds 4.50% 2010 2,250 2,298 Exelon Generation Co., LLC 6.95% 2011 19,520 21,960 Israel Electric Corp. Ltd.: (3) 7.75% 2009 5,000 5,655 7.75% 2027 7,500 7,833 Kern River Funding Corp. 4.893% 2018 (3) (6) 6,801 6,789 NiSource Finance Corp.: 7.625% 2005 10,000 10,930 6.15% 2013 6,000 6,463 Oncor Electric Delivery Co. 6.375% 2012 8,600 9,467 PacifiCorp, First Mortgage Bonds 5.45% 2013 5,000 5,197 Progress Energy, Inc.: 6.05% 2007 7,375 7,924 5.85% 2008 4,586 4,924 SP PowerAssets Ltd. 3.80% 2008 (3) 11,500 11,560 Tri-State Generation and Transmission Association, Inc., Series 2003-A, 6,865 7,056 6.04% 2018 (3) (6) 196,843 REAL ESTATE - 0.45% Developers Diversified Realty Corp. 4.625% 2010 15,625 15,561 EOP Operating LP: 7.75% 2007 6,500 7,458 6.75% 2008 10,495 11,684 8.10% 2010 3,750 4,416 6.75% 2012 4,125 4,563 Federal Realty Investment Trust 6.125% 2007 4,000 4,277 First Industrial, LP 6.875% 2012 8,625 9,436 Hospitality Properties Trust 6.75% 2013 13,345 14,006 Kimco Realty Corp. 6.00% 2012 2,750 2,925 ProLogis Trust: 7.05% 2006 4,000 4,456 5.50% 2013 5,000 5,151 Rouse Co. 7.20% 2012 19,500 22,016 Simon Property Group, LP 4.875% 2010 5,500 5,614 United Dominion Realty Trust, Inc. 6.50% 2009 17,375 19,171 130,734 HEALTH CARE EQUIPMENT & SERVICES - 0.38% Aetna Inc.: 7.375% 2006 26,486 29,155 7.875% 2011 14,125 16,722 Columbia/HCA Healthcare Corp. 8.85% 2007 6,000 6,789 HCA Inc.: 7.125% 2006 3,250 3,523 6.95% 2012 5,000 5,370 6.25% 2013 6,750 6,921 6.75% 2013 5,000 5,312 HCA - The Healthcare Co. 8.75% 2010 11,577 13,803 Humana Inc.: 7.25% 2006 13,250 14,486 6.30% 2018 2,500 2,638 UnitedHealth Group Inc. 7.50% 2005 4,750 5,217 109,936 OTHER INDUSTRIES - 1.47% BP Capital Markets PLC 2.75% 2006 7,000 7,016 Bristol-Myers Squibb Co. 4.00% 2008 (3) 6,000 6,102 Carnival Corp.: 3.75% 2007 (3) 5,000 5,013 6.15% 2008 3,000 3,270 Cendant Corp.: 6.875% 2006 10,835 11,896 6.25% 2008 11,750 12,831 7.375% 2013 14,000 16,081 7.125% 2015 3,000 3,394 Centex Corp. 4.75% 2008 15,000 15,490 ChevronTexaco Capital Co. 3.50% 2007 3,000 3,058 ConocoPhillips 3.625% 2007 6,000 6,054 Costco Wholesale Corp. 5.50% 2007 4,750 5,128 CVS Corp.: (3) (6) 6.117% 2013 10,553 11,361 5.789% 2026 22,000 21,984 Devon Financing Corp., ULC 6.875% 2011 10,000 11,357 Electronic Data Systems Corp.: 7.125% 2009 4,600 4,918 Series B, 6.00% 2013 (4) 63,250 62,286 Hyatt Equities, LLC 6.875% 2007 (3) 17,750 19,083 Kroger Co. 7.25% 2009 1,875 2,138 Lennar Corp. 5.95% 2013 4,000 4,194 MDC Holdings, Inc. 5.50% 2013 5,000 5,020 Motorola, Inc.: 6.75% 2006 12,000 12,935 8.00% 2011 31,820 37,699 5.22% 2097 10,314 7,792 Office Depot, Inc. 6.25% 2013 10,740 11,297 OXYMAR 7.50% 2016 (3) 4,000 4,320 Pemex Finance Ltd. 9.69% 2009 (6) 10,360 12,315 Pulte Homes, Inc.: 6.25% 2013 5,000 5,317 7.875% 2032 14,750 17,185 Schering-Plough Corp. 5.30% 2013 8,500 8,668 SUPERVALU INC 7.50% 2012 14,750 16,782 Toll Brothers, Inc. 6.875% 2012 13,750 15,187 Toys "R" Us, Inc.: 7.875% 2013 6,250 6,735 7.375% 2018 10,855 10,872 Unilever Capital Corp. 5.90% 2032 10,000 10,066 Valero Energy Corp. 6.125% 2007 1,475 1,603 Waste Management, Inc. 6.50% 2008 8,500 9,364 425,811 PRIVATE ISSUE MORTGAGE-BACKED OBLIGATIONS (6) - 2.81% Banc of America Commercial Mortgage Inc., Series 2001-1, Class A-2, 6.503% 2036 5,000 5,582 Banc of America Mortgage Securities Trust: (4) Series 2003-F, Class 2-A-1, 3.734% 2033 19,683 19,899 Series 2003-G, Class 2-A-1, 4.088% 2033 18,161 18,237 Series 2003-D, Class 2-A-1, 4.183% 2033 6,713 6,747 Bear Stearns ARM Trust: (4) Series 2003-6, Class A-2, 4.074% 2033 31,119 31,451 Series 2003-3, Class II-A-2, 4.211% 2033 5,909 5,950 Series 2003-3, Class III-A-1, 5.185% 2033 12,582 12,731 Series 2003-9, Class III-A-3, 4.457% 2034 50,951 51,476 Series 2003-9, Class III-A-2, 5.082% 2034 34,277 34,887 Bear Stearns Commercial Mortgage Securities Inc.: Series 2002-HOME, Class A, 1.77% 2013 (3) (4) 4,420 4,411 Series 2000-WF2, Class A-2, 7.32% 2032 2,000 2,330 Series 2001-TOP2, Class A-2, 6.48% 2035 6,000 6,717 Chase Commercial Mortgage Securities Corp.: Series 1998-2, Class A-2, 6.39% 2030 28,150 31,296 Series 1998-1, Class A-2, 6.56% 2030 6,000 6,670 Chase Manhattan Bank - First Union National Bank, Commercial Mortgage Trust, 3,000 3,503 Series 1999-1, Class C, 7.625% 2031 CHL Mortgage Pass-Through Trust: Series 2003-J-6, Class 2-A-1, 4.75% 2018 16,626 16,501 Series 2003-HYB3, Class 4-A-1, 3.551% 2033 (4) 11,878 11,863 Series 2003-27, Class A-1, 3.842% 2033 (4) 12,453 12,385 Series 2003-56, Class 6-A-1, 4.958% 2033 (4) 48,122 48,391 CS First Boston Mortgage Securities Corp.: Series 2003-AR20, Class 2-A-2, 4.026% 2033 (4) 8,699 8,745 Series 2001-CF2, Class A-2, 5.935% 2034 8,000 8,501 Series 2001-CF2, Class A-3, 6.238% 2034 7,000 7,690 Series 2002-CKP1, Class A-1, 4.627% 2035 3,857 3,998 Series 2002-CKN2, Class A-1, 4.637% 2037 3,847 4,000 Series 1998-C1, Class A-1B, 6.48% 2040 8,375 9,281 Series 1999-C1, Class A-1, 6.91% 2041 18,714 20,382 DLJ Commercial Mortgage Corp., Series 1999-CG1, Class A-1B, 6.46% 2032 3,750 4,171 DLJ Mortgage Acceptance Corp., Series 1996-CF2, Class A-1B, 7.29% 2021 (3) 1,515 1,556 First Union National Bank Commercial Mortgage Trust: Series 2000-C1, Class A-1, 7.739% 2032 10,569 11,825 Series 2002-C1, Class A-1, 5.585% 2034 6,783 7,256 First Union-Lehman Brothers-Bank of America Commercial Mortgage Trust, 1,990 2,090 Series 1998-C2, Class A-1, 6.28% 2035 GGP Mall Properties Trust, Series 2001-C1A, Class A-2, 5.007% 2011 (3) 7,369 7,754 GMAC Commercial Mortgage Securities, Inc., Series 1999-C3, Class F, 7.78% 2036 (4) 4,000 4,401 GS Mortgage Securities Corp. II, Series 1998-C1, Class D, 7.208% 2030 (4) 10,000 10,996 Hilton Hotel Pool Trust, Series 2000-HLT, Class A-1, 7.055% 2015 (3) 7,792 8,606 Host Marriott Pool Trust, Series 1999-HMTA, Class A, 6.98% 2015 (3) 7,539 8,170 J.P. Morgan Chase Commercial Mortgage Securities Corp., Series 2001-CIBC1, 7,010 7,627 Class A-2, 6.001% 2033 L.A. Arena Funding, LLC, Series 1, Class A, 7.656% 2026 (3) 17,545 18,472 LB Commercial Mortgage Trust, Series 1998-C1, Class A-3, 6.48% 2030 7,400 8,192 LB-UBS Commercial Mortgage Trust, Series 2000-C3, Class A-2, 7.95% 2010 3,750 4,476 Merrill Lynch Mortgage Investors, Inc.: Series 1995-C3, Class A-3, 7.117% 2025 (4) 1,977 2,020 Series 1999-C1, Class A-2, 7.56% 2031 6,750 7,659 Morgan Stanley Capital I, Inc.: Series 2003-KIDS, Class A, 1.843% 2016 (3) (4) 14,863 14,863 Series 1997-HF1, Class B, 7.33% 2029 (3) 8,656 9,684 Series 1999-FNV1, Class A-2, 6.53% 2031 10,000 11,165 Morgan Stanley Dean Witter Capital I Trust: Series 2002-HQ, Class A-1, 4.59% 2034 2,458 2,546 Series 2002-IQ2, Class A-2, 5.16% 2035 10,000 10,611 Series 2001-TOP5, Class A-3, 6.16% 2035 9,000 9,896 Series 2003-TOP9, Class A-1, 3.98% 2036 4,830 4,857 Nomura Asset Securities Corp., Series 1998-D6, Class A-1A, 6.28% 2030 6,157 6,568 Opryland Hotel Trust, Series 2001-OPRA, Class C, 2.11% 2011 (3) (4) 5,000 4,889 PNC Mortgage Securities Corp., Series 1998-10, Class 1-B1, 6.50% 2028 5,301 5,403 Prudential Mortgage Capital Funding, LLC, Series 2001-ROCK, 15,555 17,469 Class A-2, 6.605% 2034 Residential Funding Mortgage Securities I, Inc., Series 2003-S15, 37,003 36,606 Class A-1, 4.50% 2018 Salomon Brothers Commercial Mortgage Trust, Series 2001-C1, 20,000 22,234 Class A-3, 6.428% 2035 Structured Asset Securities Corp., Series 1998-RF2, Class A, 8.541% 3,537 3,908 2027 (3) (4) WaMu Mortgage Pass-Through Certificates Trust: (4) Series 2003-AR7, Class A-7, 3.84% 2033 16,032 15,740 Series 2003-AR8, Class A, 4.03% 2033 18,612 18,782 Series 2003-AR5, Class A-7, 4.21% 2033 9,386 9,411 Series 2003-AR6, Class A-1, 4.38% 2033 14,148 14,137 Wells Fargo Mortgage Backed Securities Trust: Series 2003-13, Class A-1, 4.50% 2018 19,766 19,790 Series 2003-12, Class A-1, 4.75% 2018 33,382 33,308 Series 2003-B, Class A-1, 4.15% 2033 (4) 12,599 12,686 Series 2003-K, Class I-A-1, 4.522% 2033 (4) 19,891 19,588 813,036 PRIVATE ISSUE ASSET-BACKED OBLIGATIONS (6) - 1.93% ACLC Business Loan Receivables Trust, Series 2002-1, Class A-1, 5.408% 4,608 4,658 2022 (3) America West Airlines, Inc., Series 2000-1, Class G, AMBAC insured, 3,905 4,251 8.057% 2022 American Airlines, Inc.: Series 2003-1, Class G, AMBAC insured, 3.857% 2010 8,500 8,406 Series 2001-2, Class A-2, 7.858% 2013 5,000 5,077 AmeriCredit Automobile Receivables Trust, Series 2003-CF, Class A-4, FSA 15,000 15,295 insured, 3.48% 2010 Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, 5,000 5,013 Series 2003-5, Class A-2, 2.43% 2033 Banco Itau SA, XLCA insured: (3) (4) Series 2002-2, 1.828% 2006 7,000 6,965 Series 2002, 1.878% 2007 6,750 6,716 Burlington Northern and Santa Fe Railway Co. Pass Through Trust, Series 3,750 3,940 2002-1, 5.943% 2022 California Infrastructure and Economic Development Bank, Special Purpose Trust, Series 1997-1: SCE-1, Class A-6, 6.38% 2008 3,397 3,620 PG&E-1, Class A-7, 6.42% 2008 8,781 9,345 Centex Home Equity Loan Trust: Series 2003-A, Class AF-3, 2.708% 2026 3,200 3,199 Series 2003-C, Class AF-6, 4.81% 2033 5,000 5,030 Chase Credit Card Owner Trust, Series 2003-4, Class B, 1.813% 2016 (4) 14,000 14,064 Chase Funding Trust: Series 2003-5, Class IA-6, 4.597% 2015 10,000 9,744 Series 2003-1, Class IA-3, 3.14% 2023 3,500 3,528 CIT Equipment Collateral, Series 2002-VT1: Class B, 3.97% 2009 1,474 1,489 Class C, 4.44% 2009 2,991 2,933 CitiFinancial Mortgage Securities Inc., Series 2003-3, Class AF-5, 4.553% 2033 8,000 7,888 Conseco Finance Home Equity Loan Trust, Series 2001-C, Class A-3, 5.39% 2025 341 341 Conseco Finance Manufactured Housing Contract Trust, Series 2001-3, Class 3,648 3,693 A-2, 5.16% 2033 Green Tree Financial Corp., Series 1998-4, Class A-5, 6.18% 2030 2,869 2,840 Continental Airlines, Inc.: Series 1998-1, Class A, 6.648% 2019 2,601 2,542 Series 1997-4, Class A, 6.90% 2019 2,107 2,081 Series 1999-1, Class B, 6.795% 2020 6,783 5,731 Series 1999-2, Class A-1, 7.256% 2021 2,006 2,039 CPS Auto Receivables Trust: (3) Series 2003-A, Class A-2, XLCA insured, 2.89% 2009 5,997 5,988 Series 2002-B, Class A-2, XLCA insured, 3.50% 2009 2,287 2,330 Series 2003-D, Class A-2, 3.56% 2010 10,000 10,072 Delta Air Lines, Inc.: Series 2001-1, Class A-2, 7.111% 2013 2,000 2,018 Series 2002-1, Class C, 7.779% 2013 8,297 7,094 Drive Auto Receivables Trust, Series 2002-1, Class A-4, MBIA insured, 4.09% 2008 (3) 7,000 7,214 Drivetime Auto Owner Trust, Series 2003-C, Class A-3, MBIA insured, 2.715% 2009 (3) 12,000 12,090 Duck Auto Owner Trust, Series 2002-B, Class A, XLCA insured, 2.985% 2007 (3) 1,232 1,235 Educational Enhancement Funding Corp. Tobacco Settlement Bonds, Series 2002-A, 19,225 18,340 Class A, 6.72% 2025 Financial Pacific Funding II, LLC, Series 2003-A, Class A, FSA insured, 2.29% 2009 (3) 7,121 7,121 First Investors Auto Owner Trust, Series 2003-A, Class A, MBIA insured, 2.58% 2011 (3) 20,484 20,638 Franklin Auto Trust, Series 2002-1, Class A-4, MBIA insured, 4.51% 2010 12,500 13,032 GRCT Consumer Loan Trust, Series 2001-1A, Class 2BRV, 6.251% 2020 (3) 3,484 3,575 Green Tree Home Improvement and Home Equity Loan Trust, Series 1996-C, Class 3,860 3,872 HI-B1, 7.75% 2021 Household Automotive Trust, Series 2001-3, Class A-4, 4.37% 2008 7,500 7,742 Household Private Label Credit Card Master Note Trust I, Series 2002-1, Class B, 4,000 3,959 1.713% 2011 (4) Hyundai Auto Receivables Trust, Series 2002-A, Class C, 3.91% 2009 (3) 10,500 10,659 Long Beach Acceptance Auto Receivables Trust, Series 2002-A, Class A-3, FSA 4,000 4,051 insured, 3.175% 2006 Madison Avenue Manufactured Housing Contract Trust, Series 2002-A, Class M-2, 4,000 3,545 3.391% 2032 (4) MBNA Credit Card Master Note Trust, Series 2002-C1, Class C-1, 6.80% 2014 12,500 13,611 Merrill Lynch Mortgage Investors, Inc., Series 2002-NC1: (4) Class M-1, 1.841% 2033 4,974 4,997 Class M-2, 2.341% 2033 4,000 3,982 Metris Master Trust: (4) Series 2001-1, Class A, 1.369% 2007 5,000 5,003 Series 2001-3, Class A, 1.379% 2008 12,800 12,663 MMCA Auto Owner Trust: Series 2002-2, Class A-3, 3.67% 2006 5,000 5,007 Series 2002-1, Class A-3, 4.15% 2006 526 526 Series 2001-2, Class B, 5.75% 2007 2,256 2,291 Series 2001-4, Class B, 4.84% 2008 3,436 3,446 Series 2002-4, Class A-4, 3.05% 2009 7,000 7,050 Series 2002-2, Class A-4, 4.30% 2010 13,000 13,153 Series 2002-2, Class B, 4.67% 2010 3,018 2,614 New South Motor Vehicle Trust, Series 2002-A, Class A-3, AMBAC insured, 3.03% 2010 5,000 5,080 NextCard Credit Card Master Note Trust, Series 2001-1A, Class A, 1.42% 2007 (3) (4) 39 38 Nordstrom Credit Card Master Note Trust, Series 2002-1A, Class B, 1.863% 2010 (3) (4) 5,000 5,030 Northwest Airlines, Inc.: Series 1999-3, Class G, 7.935% 2020 9,424 9,989 Series 2002-1, Class G-2, MBIA insured, 6.264% 2021 2,000 2,086 Oakwood Mortgage Investors Trust, Series 2002-B, Class A-3, 6.06% 2025 5,000 4,531 Pass-through Amortizing Credit Card Trusts, Series 2002-1A: (3) Class A-2FX, 4.685% 2012 7,504 7,578 Class A-3FX, 6.298% 2012 6,174 6,257 PF Export Receivables Master Trust, Series 2001-B, MBIA insured, 6.60% 2011 (3) 5,250 5,703 PP&L Transition Bond Co. LLC, Series 1999-1, Class A-7, 7.05% 2009 7,000 7,828 Prestige Auto Receivables Trust, Series 2003-1, Class A-2, FSA insured, 2.41% 2010 (3) 6,485 6,527 Providian Master Trust, Series 2000-1, Class C, 2.291% 2009 (3) (4) 6,000 5,915 Residential Asset Mortgage Products Trust: Series 2003-RS1, Class A-I-3, 3.495% 2028 3,700 3,736 Series 2003-RZ4, Class A-7, 4.79% 2033 8,500 8,472 Series 2003-RS11, Class A-I-7, 4.828% 2033 9,000 8,968 Series 2003-RS9, Class A-I-7, 5.06% 2033 13,381 13,454 Residential Asset Securities Corp. Trust: Series 2003-KS2, Class A-I-2, 2.15% 2024 3,000 3,000 Series 2003-KS10, Class A-I-2, 2.71% 2026 9,200 9,207 Series 2001-KS3, Class A-I-6, 5.96% 2031 12,000 12,692 Series 2001-KS6, Class A-2, 1.441% 2033 (4) 9,417 9,414 Series 2003-KS8, Class A-I-6, 4.83% 2033 8,500 8,576 Residential Funding Mortgage Securities II, Inc., AMBAC insured: Series 2001-H13, Class A-I-4, 6.09% 2015 508 508 Series 2001-HS2, Class A-4, 5.135% 2016 (4) 1,617 1,637 SeaWest Securitization LLC, Series 2003-A, Class A-2, XLCA insured, 2.84% 2009 (3) 9,915 10,034 Southern Capital Corp. Pass Through Trust, Series 2002-1, Class G, MBIA insured, 2,585 2,697 5.70% 2023 (3) Tobacco Settlement Financing Corp., Tobacco Settlement Asset-Backed Bonds, 5,169 5,058 Series 2001-A, Class A, 6.36% 2025 Triad Automobile Receivables Owner Trust, AMBAC insured: Series 2002-A, Class A-3, 2.62% 2007 5,000 5,055 Series 2002-1, Class A-3, 3.00% 2009 (3) 6,435 6,530 Union Pacific Railroad Co. Pass Through Trust, Series 2002-1, 6.061% 2023 6,775 7,328 Vanderbilt Acquisition Loan Trust, Series 2002-1, Class A-3, 5.70% 2023 6,000 6,190 WFS Financial Owner Trust, Series 2002-3, Class A-4, 3.50% 2010 5,000 5,117 World Financial Network Credit Card Master Note Trust, Series 2001-A, Class B, 4,000 4,001 1.833% 2008 (4) 557,582 TOTAL CORPORATE BONDS & NOTES 4,849,186 Principal Market amount value GOVERNMENT OBLIGATIONS - 12.17% (000) (000) U.S. TREASURY NOTES & BONDS - 9.03% 6.00% August 2004 $ 101,000 $ 104,061 7.875% November 2004 30,000 31,720 10.75% August 2005 100,000 114,625 5.75% November 2005 149,750 160,770 6.875% May 2006 40,000 44,469 3.50% November 2006 250,000 258,438 3.375% January 2007 (7) 80,864 87,594 6.25% February 2007 44,000 49,067 4.375% May 2007 100,000 105,922 6.625% May 2007 180,000 203,710 3.25% August 2007 (5) 150,000 153,024 3.00% November 2007 181,000 182,555 3.625% January 2008 (7) 123,677 136,804 3.00% February 2008 150,000 150,704 2.625% May 2008 20,000 19,700 5.625% May 2008 (5) 25,000 27,695 4.75% November 2008 20,000 21,412 10.375% November 2009 15,000 16,160 10.00% May 2010 4,500 5,010 5.75% August 2010 20,000 22,431 3.50% January 2011 (7) 47,834 53,798 5.00% February 2011 25,000 26,856 3.375% January 2012 (7) 62,515 70,026 4.375% August 2012 72,000 73,452 10.375% November 2012 8,000 10,219 11.250% February 2015 8,000 12,810 9.875% November 2015 4,000 5,968 8.125% August 2019 100,000 135,125 6.25% August 2023 88,500 100,932 6.875% August 2025 67,750 82,909 5.25% February 2029 15,000 15,134 3.375% April 2032 (7) 104,229 128,810 2,611,910 FEDERAL AGENCY: MORTGAGE PASS-THROUGH OBLIGATIONS (6) - 2.38% Fannie Mae: 4.50% 2019 20,000 20,022 5.00% 2018 - 2033 37,783 38,003 5.50% 2016 - 2034 132,948 136,333 6.00% 2013 - 2033 68,101 71,164 6.50% 2013 - 2032 21,213 22,299 7.00% 2008 - 2031 2,688 2,858 7.50% 2030 - 2031 4,351 4,669 8.50% 2027 1,065 1,164 9.00% 2016 1,342 1,457 10.50% 2022 1,436 1,664 11.00% 2018 - 2020 2,104 2,476 Freddie Mac: 4.50% 2019 24,250 24,254 5.00% 2019 - 2034 90,000 90,729 6.00% 2034 30,000 31,003 6.50% 2031 1,437 1,508 7.50% 2022 - 2024 228 245 8.50% 2008 - 2020 1,016 1,120 10.00% 2018 958 1,106 Government National Mortgage Association: 5.50% 2017 - 2034 87,785 89,215 6.00% 2014 - 2034 64,957 67,437 6.50% 2031 - 2032 19,661 20,780 7.00% 2022 - 2032 17,272 18,502 7.50% 2022 - 2032 20,794 22,436 8.00% 2023 - 2030 10,492 11,413 9.00% 2009 2,643 2,867 10.00% 2020 - 2021 2,756 3,218 687,942 FEDERAL AGENCY: NON-PASS-THROUGH OBLIGATIONS - 0.38% Federal Home Loan Bank 4.125% 2004 23,140 23,684 Freddie Mac: 4.25% 2005 64,250 66,677 5.75% 2010 Euro 3,000 4,128 6.25% 2012 $ 5,000 5,274 6.75% 2031 7,850 9,072 108,835 FEDERAL AGENCY: COLLATERALIZED MORTGAGE OBLIGATIONS (6) - 0.30% Fannie Mae: Series 2002-W7, Class A-2, 4.80% 2022 6,970 7,177 Series 2001-4, Class NA, 11.79% 2025 (4) 1,646 1,907 Series 2002-W3, Class A-5, 7.50% 2028 4,384 4,789 Series 2001-20, Class D, 11.034% 2031 (4) 299 348 Series 2003-W10, Class 1A-2B, 3.112% 2037 19,200 19,206 Series 2001-T10, Class A-1, 7.00% 2041 2,716 2,932 Series 2001-50, Class BA, 7.00% 2041 2,682 2,859 Series 2002-W1, Class 2A, 7.50% 2042 3,975 4,343 Freddie Mac: Series H009, Class A-2, 1.876% 2008 (4) 4,314 4,273 Series SF2, Class GC, 2.64% 2009 10,000 9,558 Series 2310, Class B, 9.911% 2015 (4) 645 719 Series T-041, Class 3-A, 7.50% 2032 15,601 17,093 Series T-056, Class A-2A, 2.842% 2036 8,000 8,018 Series T-042, Class A-2, 5.50% 2042 4,596 4,665 87,887 NON-U.S. GOVERNMENT OBLIGATIONS - 0.08% State of Qatar 9.75% 2030 5,000 7,075 United Mexican States Government, Global: 4.625% 2008 3,500 3,553 10.375% 2009 6,500 8,255 Eurobonds, 6.375% 2013 5,000 5,200 24,083 TOTAL GOVERNMENT OBLIGATIONS 3,520,657 Principal Market amount value OTHER OBLIGATIONS - 0.40% (000) (000) MUNICIPALS OBLIGATIONS - 0.06% State of California Dept. of Water Resources, Power Supply Revenue Bonds, Series 2002-E: 3.585% 2004 $ 10,425 $ 10,481 4.33% 2006 7,500 7,711 18,192 MISCELLANEOUS - 0.34% Other obligations in initial period of acquisition 99,246 Total other obligations 117,438 TOTAL BONDS & NOTES (cost: $8,162,570,000) 8,487,281 Principal Market amount value SHORT-TERM SECURITIES - 5.94% (000) (000) CORPORATE SHORT-TERM NOTES - 4.80% Anheuser-Busch Cos. Inc. 1.01% due 2/3/2004 (3) (5) $ 25,000 $ 24,976 Bank of America Corp. 1.10% due 3/15-4/5/2004 (5) 36,500 36,404 Receivables Capital Corp. 1.10% due 2/6/2004 (3) 36,357 36,316 BellSouth Corp. 1.01% due 2/2/2004 (3) 50,000 49,954 ChevronTexaco Corp. 1.02% due 1/23/2004 (5) 22,400 22,385 Citicorp 1.07% due 1/5/2004 (5) 50,000 49,992 Clorox Co. 1.02% due 1/13/2004 40,000 39,985 Coca-Cola Co. 1.02%-1.03% due 3/8-3/10/2004 50,700 50,597 E.I. DuPont de Nemours & Co. 1.03%-1.07% due 1/14-2/20/2004 121,200 121,090 Edison Asset Securitization LLC 1.09% due 1/22-2/5/2004 (3) 71,700 71,639 FCAR Owner Trust I 1.09%-1.10% due 1/6-2/3/2004 50,000 49,969 Gannett Co. 1.03% due 1/27/2004 (3) 15,300 15,288 Harley-Davidson Funding Corp. 1.03% due 1/7/2004 (3) 15,000 14,997 Household Finance Corp. 1.08% due 1/13-1/26/2004 41,300 41,269 IBM Credit Corp. 1.01%-1.02% due 1/6-1/16/2004 32,900 32,890 Medtronic Inc. 1.02%-1.03% due 1/13-1/22/2004 (3) 47,400 47,376 Merck & Co. Inc. 1.01% due 1/21/2004 50,000 49,971 Motiva Enterprises LLC 1.03%-1.04% due 1/7-1/12/2004 45,000 44,988 New Center Asset Trust 1.07% due 1/20-1/22/2004 47,400 47,370 Park Avenue Receivables Corp. 1.09% due 1/12-1/15/2004 (3) 44,500 44,482 Pfizer Inc 1.01%-1.04% due 1/9-2/13/2004 (3) 115,100 115,019 Preferred Receivables Funding Corp. 1.08%-1.09% due 1/21-3/1/2004 (3) 108,800 108,683 Private Export Funding Corp. 1.05%-1.08% due 2/12-4/1/2004 (3) 63,000 62,882 Procter & Gamble Co. 1.01%-1.02% due 1/9-1/15/2004 (3) 30,700 30,692 SBC International Inc. 1.05% due 1/14/2004 (3) 25,000 24,990 Triple-A One Funding Corp. 1.09% due 1/7-1/8/2004 (3) 50,209 50,198 United Parcel Service Inc. 0.92% due 1/21/2004 25,000 24,985 USAA Capital Corp. 1.03%-1.05% due 1/15-2/17/2004 53,900 53,857 Verizon Network Funding Corp. 1.03% due 2/20/2004 25,000 24,963 1,388,207 U.S. TREASURIES - 0.43% U.S. Treasury Bills 0.895%-0.96% due 1/2-3/18/2004 (5) 124,600 124,463 CERTIFICATES OF DEPOSIT - 0.42% Wells Fargo & Co. 1.04%-1.05% due 1/20-2/17/2004 120,500 120,499 FEDERAL AGENCY DISCOUNT NOTES - 0.29% Federal Farm Credit Banks 1.00% due 2/23/2004 25,000 24,962 International Bank for Reconstruction and Development 1.00% due 2/13/2004 34,600 34,558 Student Loan Marketing Assn. 0.963% due 6/17/2004 (4) 25,000 24,975 84,495 TOTAL SHORT-TERM SECURITIES (cost: $1,717,671,000) 1,717,664 TOTAL INVESTMENT SECURITIES (cost: $25,709,452,000) 29,152,814 Other assets less liabilities (220,934) NET ASSETS $28,931,880 (1) Security did not produce income during the last 12 months. (2) The fund owns 5.04% of the outstanding voting securities of Noble Energy, Inc. and thus is considered an affiliate of this company under the Investment Company Act of 1940. (3) Purchased in a private placement transaction; resale may be limited to qualified institutional buyers; resale to the public may require registration. (4) Coupon rate may change periodically. (5) This security, or a portion of this security, has been segregated to cover funding requirements on investment transactions settling in the future. (6) Pass-through securities backed by a pool of mortgages or other loans on which principal payments are periodically made. Therefore, the effective maturities are shorter than the stated maturities. (7) Index-linked bond whose principal amount moves with a government retail price index. ADR = American Depositary Receipts See Notes to Financial Statements EQUITY SECURITIES APPEARING IN THE PORTFOLIO SINCE JUNE 30, 2003 Amgen Bank of America Bank of New York BellSouth Burlington Resources Citigroup Fannie Mae FPL Group Freddie Mac Harley-Davidson Motor Illinois Tool Works Jefferson-Pilot Knight-Ridder Magna International Marsh & McLennan Companies McKesson Procter & Gamble QUALCOMM Rio Tinto SBC Communications Southwest Airlines SunTrust Banks U.S. Bancorp Wall-Mart Stores EQUITY SECURITIES ELIMINATED FROM THE PORTFOLIO SINCE JUNE 30, 2003 Aetna Analog Devices CenturyTel Chubb Crompton Duke Energy Exelon Flextronics International Halliburton Imperial Oil Kerr-McGee Kingfisher Linear Technology Millennium Chemicals National City NIKE NiSource Royal & Sun Alliance Insurance Group Schering-Plough TXU FINANCIAL STATEMENTS STATEMENT OF ASSETS AND LIABILITIES (dollars and shares in thousands, at December 31, 2003 except per-share amounts) ASSETS: Investment securities at market: Unaffiliated issuers (cost: $25,605,292) $29,025,744 Affiliated issuers (cost: $104,160) 127,070 $29,152,814 Cash 705 Receivables for: Sales of investments 110,208 Sales of fund's shares 135,857 Dividends and interest 129,940 376,005 29,529,524 LIABILITIES: Payables for: Purchases of investments 545,752 Repurchases of fund's shares 32,847 Investment advisory services 5,979 Services provided by affiliates 11,956 Deferred Directors' compensation 908 Other fees and expenses 202 597,644 NET ASSETS AT DECEMBER 31, 2003 $28,931,880 NET ASSETS CONSIST OF: Capital paid in on shares of capital stock $25,502,322 Undistributed net investment income 7,508 Accumulated net realized loss (21,403) Net unrealized appreciation 3,443,453 NET ASSETS AT DECEMBER 31, 2003 $28,931,880 TOTAL AUTHORIZED CAPITAL STOCK - 2,500,000 SHARES, $.001 PAR VALUE Net assets Shares outstanding Net asset value per share (1) Class A $19,951,146 1,153,959 $17.29 Class B 3,343,443 193,884 17.24 Class C 2,967,980 172,190 17.24 Class F 658,912 38,115 17.29 Class 529-A 389,211 22,522 17.28 Class 529-B 137,321 7,948 17.28 Class 529-C 192,854 11,162 17.28 Class 529-E 26,558 1,537 17.28 Class 529-F 6,703 388 17.27 Class R-1 16,422 952 17.24 Class R-2 293,177 17,004 17.24 Class R-3 562,735 32,616 17.25 Class R-4 258,429 14,957 17.28 Class R-5 126,989 7,341 17.30 (1) Maximum offering price and redemption price per share were equal to the net asset value per share for all share classes, except for classes A and 529-A, for which the maximum offering prices per share were $18.34 and $18.33, respectively. See Notes to Financial Statements STATEMENT OF OPERATIONS for the year ended December 31, 2003 (dollars in thousands) INVESTMENT INCOME: Income: Dividends (net of non-U.S. withholding tax of $3,304; also includes $455 from affiliates $324,078 Interest 322,134 $646,212 Fees and expenses: Investment advisory services 55,043 Distribution services 88,954 Transfer agent services 22,746 Administrative services 8,032 Reports to shareholders 841 Registration statement and prospectus 1,437 Postage, stationery and supplies 2,807 Directors' compensation 309 Auditing and legal 76 Custodian 393 State and local taxes 1 Other 69 Total expenses before reimbursement 180,708 Reimbursement of expenses 418 180,290 Net investment income 465,922 NET REALIZED GAIN AND UNREALIZED APPRECIATION ON INVESTMENTS AND NON-U.S. CURRENCY: Net realized gain (loss) on: Investments 154,255 Non-U.S. currency transactions (710) 153,545 Net unrealized appreciation on: Investments 3,961,627 Non-U.S. currency translations 42 3,961,669 Net realized gain and unrealized appreciation on investments and non-U.S. currency 4,115,214 NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $4,581,136 See Notes to Financial Statements STATEMENT OF CHANGES IN NET ASSETS (dollars in thousands) Year ended December 31 2003 2002 OPERATIONS: Net investment income $465,922 $365,757 Net realized gain (loss) on investments and non-U.S. currency transactions 153,545 (171,397) Net unrealized appreciation (depreciation) on investments and non-U.S. currency translations 3,961,669 (1,185,492) Net increase (decrease) in net assets resulting from operations 4,581,136 (991,132) DIVIDENDS AND DISTRIBUTIONS PAID TO SHAREHOLDERS: Dividends from net investment income (469,461) (376,231) Distributions from net realized gain on investments - (17,049) Total dividends and distributions paid to shareholders (469,461) (393,280) CAPITAL SHARE TRANSACTIONS 8,395,553 7,776,719 TOTAL INCREASE IN NET ASSETS 12,507,228 6,392,307 NET ASSETS: Beginning of year 16,424,652 10,032,345 End of year (including undistributed net investment income: $7,508 and $7,282, respectively) $28,931,880 $16,424,652 See Notes to Financial Statements NOTES TO FINANCIAL STATEMENTS 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION - American Balanced Fund, Inc. (the "fund") is registered under the Investment Company Act of 1940 as an open-end, diversified management investment company. The fund seeks conservation of capital, current income and long-term growth of both capital and income by investing in stocks and fixed-income securities. The fund offers 14 share classes consisting of four retail share classes, five CollegeAmerica savings plan share classes and five retirement plan share classes. The CollegeAmerica savings plan share classes (529-A, 529-B, 529-C, 529-E and 529-F) are sponsored by the Commonwealth of Virginia and can be utilized to save for college education. The five retirement plan share classes (R-1, R-2, R-3, R-4 and R-5) are sold without any sales charges and do not carry any conversion rights. The fund's share classes are described below: - --------------------------------------------------------------------------------------------------------- Share class Initial sales charge Contingent deferred sales Conversion feature charge upon redemption - --------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------- Classes A and 529-A Up to 5.75% None (except 1% for None certain redemptions within one year of purchase without an initial sales charge) - --------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------- Classes B and 529-B None Declines from 5% to zero Classes B and 529-B convert to for redemptions within classes A and 529-A, six years of purchase respectively, after eight years - --------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------- Class C None 1% for redemptions within Class C converts to Class F one year of purchase after 10 years - --------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------- Class 529-C None 1% for redemptions within None one year of purchase - --------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------- Class 529-E None None None - --------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------- Classes F and 529-F None None None - --------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------- Classes R-1, R-2, R-3, None None None R-4 and R-5 - --------------------------------------------------------------------------------------------------------- Holders of all share classes have equal pro rata rights to assets, dividends and liquidation. Each share class has identical voting rights, except for the exclusive right to vote on matters affecting only its class. Share classes have different fees and expenses ("class-specific fees and expenses"), primarily due to different arrangements for distribution, administrative and shareholder services. Differences in class-specific fees and expenses will result in differences in net investment income and, therefore, the payment of different per-share dividends by each class. SIGNIFICANT ACCOUNTING POLICIES - The financial statements have been prepared to comply with accounting principles generally accepted in the United States of America. These principles require management to make estimates and assumptions that affect reported amounts and disclosures. Actual results could differ from those estimates. The following is a summary of the significant accounting policies followed by the fund: SECURITY VALUATION - Equity securities are valued at the official closing price of, or the last reported sale price on, the exchange or market on which such securities are traded, as of the close of business on the day the securities are being valued or, lacking any sales, at the last available bid price. Prices for each security are taken from the principal exchange or market in which the security trades. Fixed-income securities are valued at prices obtained from an independent pricing service, when such prices are available. However, where the investment adviser deems it appropriate, such securities will be valued at the mean quoted bid and asked prices or at prices for securities of comparable maturity, quality and type. Short-term securities maturing within 60 days are valued at amortized cost, which approximates market value. The ability of the issuers of the debt securities held by the fund to meet their obligations may be affected by economic developments in a specific industry, state or region. Securities and other assets for which representative market quotations are not readily available are fair valued as determined in good faith by authority of the fund's Board of Directors. Various factors may be reviewed in order to make a good faith determination of a security's fair value. These factors include, but are not limited to, the type and cost of the security; contractual or legal restrictions on resale of the security; relevant financial or business developments of the issuer; actively traded similar or related securities; conversion or exchange rights on the security; related corporate actions; significant events occurring after the close of trading in the security; and changes in overall market conditions. SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME - Security transactions are recorded by the fund as of the date the trades are executed with brokers. Realized gains and losses from security transactions are determined based on the specific identified cost of the securities. In the event a security is purchased with a delayed payment date, the fund will segregate liquid assets sufficient to meet its payment obligations. Dividend income is recognized on the ex-dividend date and interest income is recognized on an accrual basis. Market discounts, premiums and original issue discounts on fixed-income securities are amortized daily over the expected life of the security. CLASS ALLOCATIONS - Income, fees and expenses (other than class-specific fees and expenses) and realized and unrealized gains and losses are allocated daily among the various share classes based on their relative net assets. Class-specific fees and expenses, such as distribution, administrative and shareholder services, are charged directly to the respective share class. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS - Dividends and distributions paid to shareholders are recorded on the ex-dividend date. NON-U.S. CURRENCY TRANSLATION - Assets and liabilities, including investment securities, denominated in non-U.S. currencies are translated into U.S. dollars at the exchange rates in effect at the end of the reporting period. Purchases and sales of investment securities and income and expenses are translated into U.S. dollars at the exchange rates on the dates of such transactions. In the accompanying financial statements, the effects of changes in non-U.S. exchange rates on investment securities are included with the net realized gain or loss and net unrealized appreciation or depreciation on investments. The realized gain or loss and unrealized appreciation or depreciation resulting from all other transactions denominated in non-U.S. currencies are disclosed separately. MORTGAGE DOLLAR ROLLS - The fund may enter into mortgage dollar roll transactions in which the fund sells a mortgage-backed security to a counterparty and simultaneously enters into an agreement with the same counterparty to buy back a similar security on a specific future date at a predetermined price. Each mortgage dollar roll is treated as a financing transaction, therefore, any realized gain or loss is deferred until the roll reaches completion. Risks may arise due to the delayed payment date and the potential inability of counterparties to complete the transaction. Income is generated as consideration for entering into these transactions and is included in interest income in the accompanying financial statements. 2. NON-U.S. INVESTMENTS INVESTMENT RISK - The risks of investing in securities of non-U.S. issuers may include, but are not limited to, investment and repatriation restrictions; revaluation of currencies; adverse political, social and economic developments; government involvement in the private sector; limited and less reliable investor information; lack of liquidity; certain local tax law considerations; and limited regulation of the securities markets. TAXATION - Dividend and interest income is recorded net of non-U.S. taxes paid. 3. FEDERAL INCOME TAXATION AND DISTRIBUTIONS The fund complies with the requirements under Subchapter M of the Internal Revenue Code applicable to mutual funds and intends to distribute substantially all of its net taxable income and net capital gains each year. The fund is not subject to income taxes to the extent such distributions are made. DISTRIBUTIONS - Distributions paid to shareholders are based on net investment income and net realized gains determined on a tax basis, which may differ from net investment income and net realized gains for financial reporting purposes. These differences are due primarily to differing treatment for items such as non-U.S. currency gains and losses; short-term capital gains and losses; capital losses related to sales of securities within 30 days of purchase; unrealized appreciation of certain investments in non-U.S. securities; deferred expenses; cost of investments sold; paydowns on investments; and net capital losses. The fiscal year in which amounts are distributed may differ from the year in which the net investment income and net realized gains are recorded by the fund. As of December 31, 2003, the cost of investment securities for federal income tax purposes was $25,710,965,000. During the year ended December 31, 2003, the fund reclassified $3,765,000 from accumulated net realized loss to undistributed net investment income to align financial reporting with tax reporting. As of December 31, 2003, the components of distributable earnings on a tax basis were as follows: (dollars in thousands) Undistributed net investment income and currency gains $9,231 Loss deferrals related to non-U.S. currency that were realized during the period November 1, (67) 2003 through December 31, 2003 Capital loss carryforward expiring in 2010 (20,638) Gross unrealized appreciation on investment securities 3,792,797 Gross unrealized depreciation on investment securities (350,948) Capital gains realized during the year ended December 31, 2003, were offset by capital losses of $126,876,000, which were realized during the period November 1, 2002 through December 31, 2002, and the utilization of a capital loss carryforward of $22,893,000. The remaining capital loss carryforward will be used to offset any capital gains realized by the fund in future years through the expiration date. The fund will not make distributions from capital gains while a capital loss carryforward remains. The tax character of distributions paid to shareholders was as follows (dollars in thousands): YEAR ENDED DECEMBER 31, 2003 Distributions from Distributions from ordinary income long-term capital gains Total distributions paid Share class Class A $ 364,606 - $ 364,606 Class B 39,762 - 39,762 Class C 31,736 - 31,736 Class F 10,466 - 10,466 Class 529-A 6,048 - 6,048 Class 529-B 1,347 - 1,347 Class 529-C 1,852 - 1,852 Class 529-E 338 - 338 Class 529-F 57 - 57 Class R-1 133 - 133 Class R-2 2,551 - 2,551 Class R-3 5,528 - 5,528 Class R-4 2,648 - 2,648 Class R-5 2,389 - 2,389 Total $ 469,461 - $ 469,461 YEAR ENDED DECEMBER 31, 2002(1) Distributions from Distributions from Share class ordinary income long-term capital gains Total distributions paid Class A Class B $ 316,029 $ 14,753 $ 330,782 Class C 27,444 1,200 28,644 Class F 21,424 882 22,306 Class 529-A 6,630 212 6,842 Class 529-B 2,132 2 2,134 Class 529-C 493 -* 493 Class 529-E 733 -* 733 Class 529-F 102 - 102 Class R-1 2 - 2 Class R-2 15 - 15 Class R-3 253 - 253 Class R-4 513 - 513 Class R-5 132 - 132 Total 329 - 329 $ 376,231 $ 17,049 $ 393,280 * Amount less than one thousand. (1) Class 529-A, 529-B, 529-C, 529-E and 529-F shares were offered beginning February 15, 2002. Class R-1, R-2, R-3, R-4 and R-5 shares were offered beginning May 15, 2002. 4. FEES AND TRANSACTIONS WITH RELATED PARTIES Capital Research and Management Company ("CRMC"), the fund's investment adviser, is the parent company of American Funds Service Company ("AFS"), the fund's transfer agent, and American Funds Distributors, Inc. ("AFD"), the principal underwriter of the fund's shares. INVESTMENT ADVISORY SERVICES - The Investment Advisory and Service Agreement with CRMC provides for monthly fees accrued daily. These fees are based on a declining series of annual rates beginning with 0.420% on the first $500 million of daily net assets and decreasing to 0.232% on such assets in excess of $27 billion. For the year ended December 31, 2003, the investment advisory services fee was $55,043,000, which was equivalent to an annualized rate of 0.259% of average daily net assets. CLASS-SPECIFIC FEES AND EXPENSES - Expenses that are specific to individual share classes are accrued directly to the respective share class. The principal class-specific fees and expenses are described below: DISTRIBUTION SERVICES - The fund has adopted plans of distribution for all share classes, except Class R-5. Under the plans, the Board of Directors approves certain categories of expenses that are used to finance activities primarily intended to sell fund shares. The plans provide for annual expenses, based on a percentage of average daily net assets, ranging from 0.25% to 1.00% as noted on the following page. In some cases, the Board of Directors has approved expense amounts lower than plan limits. ------------------------------------------------ ----------------------------- ----------------------------- Share class Currently approved limits Plan limits ------------------------------------------------ ----------------------------- ----------------------------- ------------------------------------------------ ----------------------------- ----------------------------- Class A 0.25% 0.25% ------------------------------------------------ ----------------------------- ----------------------------- ------------------------------------------------ ----------------------------- ----------------------------- Class 529-A 0.25 0.50 ------------------------------------------------ ----------------------------- ----------------------------- ------------------------------------------------ ----------------------------- ----------------------------- Classes B and 529-B 1.00 1.00 ------------------------------------------------ ----------------------------- ----------------------------- ------------------------------------------------ ----------------------------- ----------------------------- Classes C, 529-C and R-1 1.00 1.00 ------------------------------------------------ ----------------------------- ----------------------------- ------------------------------------------------ ----------------------------- ----------------------------- Class R-2 0.75 1.00 ------------------------------------------------ ----------------------------- ----------------------------- ------------------------------------------------ ----------------------------- ----------------------------- Classes 529-E and R-3 0.50 0.75 ------------------------------------------------ ----------------------------- ----------------------------- ------------------------------------------------ ----------------------------- ----------------------------- Classes F, 529-F and R-4 0.25 0.50 ------------------------------------------------ ----------------------------- ----------------------------- All share classes may use up to 0.25% of average daily net assets to pay service fees, or to compensate AFD for paying service fees, to firms that have entered into agreements with AFD for providing certain shareholder services. Expenses in excess of these amounts, up to approved limits, may be used to compensate dealers and wholesalers for shares sold. For classes A and 529-A, the Board of Directors has also approved the reimbursement of dealer and wholesaler commissions paid by AFD for certain shares sold without a sales charge. Each class reimburses AFD for amounts billed within the prior 15 months but only to the extent that the overall annual expense limit of 0.25% is not exceeded. As of December 31, 2003, unreimbursed expenses subject to reimbursement totaled $14,613,000 for Class A. There were no unreimbursed expenses subject to reimbursement for Class 529-A. TRANSFER AGENT SERVICES - The fund has a transfer agent agreement with AFS for classes A and B. Under this agreement, these share classes compensate AFS for transfer agent services including shareholder recordkeeping, communications and transaction processing. AFS is also compensated for certain transfer agent services provided to all other share classes from the administrative services fees paid to CRMC described below. ADMINISTRATIVE SERVICES - The fund has an administrative services agreement with CRMC to provide transfer agent and other related shareholder services for all classes of shares other than classes A and B. Each relevant class pays CRMC annual fees of 0.15% (0.10% for Class R-5) based on its respective average daily net assets. Each relevant class also pays AFS additional amounts for certain transfer agent services. CRMC and AFS may use these fees to compensate third parties for performing these services. During the start-up period for classes R-1, R-2 and R-3, CRMC has voluntarily agreed to pay a portion of these fees. Each 529 share class is subject to an additional annual administrative services fee of 0.10% of its respective average daily net assets; this fee is payable to the Commonwealth of Virginia for the maintenance of the CollegeAmerica plan. Although these amounts are included with administrative services fees in the accompanying financial statements, the Commonwealth of Virginia is not considered a related party. Administrative services fees are presented gross of any payments made by CRMC. Expenses under the agreements described above for the year ended December 31, 2003, were as follows (dollars in thousands): -------------------------------------------------------------------------------------------------------------- Share class Distribution Transfer agent Administrative services services services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- CRMC Transfer agent Commonwealth of administrative services Virginia services administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class A $38,148 $19,613 Not applicable Not applicable Not applicable -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class B 24,294 3,133 Not applicable Not applicable Not applicable -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class C 19,954 Included $2,993 $842 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class F 1,111 Included 667 72 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class 529-A 292 Included 377 44 $251 in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class 529-B 919 Included 138 43 92 in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class 529-C 1,234 Included 185 43 123 in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class 529-E 85 Included 25 3 17 in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class 529-F 7 Included 4 -* 3 in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class R-1 86 Included 13 8 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class R-2 1,194 Included 239 839 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class R-3 1,347 Included 404 330 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class R-4 283 Included 170 14 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class R-5 Not applicable Included 91 2 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Total $88,954 $22,746 $5,306 $2,240 $486 -------------------------------------------------------------------------------------------------------------- * Amount less than one thousand. DEFERRED DIRECTORS' COMPENSATION - Since the adoption of the deferred compensation plan in 1993, Directors who are unaffiliated with CRMC may elect to defer the cash payment of part or all of their compensation. These deferred amounts, which remain as liabilities of the fund, are treated as if invested in shares of the fund or other American Funds. These amounts represent general, unsecured liabilities of the fund and vary according to the total returns of the selected funds. Directors' compensation in the accompanying financial statements includes $193,000 in current fees (either paid in cash or deferred) and a net increase of $116,000 in the value of the deferred amounts. AFFILIATED OFFICERS AND DIRECTORS - Officers and certain Directors of the fund are or may be considered to be affiliated with CRMC, AFS and AFD. No affiliated officers or Directors received any compensation directly from the fund. 5. CAPITAL SHARE TRANSACTIONS Capital share transactions in the fund were as follows (dollars and shares in thousands): Reinvestments of dividends Share class Sales(1) dividends and distributions Amount Shares Amount Shares Year ended December 31, 2003 Class A $ 6,685,693 428,711 $ 347,356 22,523 Class B 1,275,567 82,397 37,767 2,452 Class C 1,377,511 87,810 29,706 1,926 Class F 335,973 21,445 9,442 609 Class 529-A 184,592 11,785 6,048 390 Class 529-B 65,096 4,213 1,347 87 Class 529-C 97,757 6,243 1,852 120 Class 529-E 13,195 844 338 22 Class 529-F 5,632 357 57 4 Class R-1 13,694 883 133 8 Class R-2 268,105 17,435 2,548 162 Class R-3 493,130 31,459 5,527 351 Class R-4 241,670 15,289 2,648 166 Class R-5 102,322 6,998 2,340 149 Total net increase (decrease) $ 11,159,937 715,869 $ 447,109 28,969 Year ended December 31, 2002(2) Class A $ 6,783,079 447,156 $ 315,045 20,870 Class B 1,468,184 96,537 27,147 1,813 Class C 1,306,014 85,679 20,945 1,401 Class F 312,781 20,616 6,155 411 Class 529-A 169,551 11,236 2,134 145 Class 529-B 57,835 3,854 494 33 Class 529-C 81,746 5,414 733 50 Class 529-E 10,545 707 102 7 Class 529-F 461 32 2 -* Class R-1 2,176 153 15 1 Class R-2 46,107 3,238 253 17 Class R-3 86,856 6,118 511 36 Class R-4 25,170 1,743 132 9 Class R-5 27,932 1,852 280 19 Total net increase (decrease) $ 10,378,437 684,335 $ 373,948 24,812 Share class Repurchases(1) Net increase Amount Shares Amount Shares Year ended December 31, 2003 Class A $ (2,407,191) (157,596) $ 4,625,858 293,638 Class B (228,752) (15,035) 1,084,582 69,814 Class C (270,580) (17,675) 1,136,637 72,061 Class F (94,200) (6,161) 251,215 15,893 Class 529-A (11,389) (723) 179,251 11,452 Class 529-B (2,565) (162) 63,878 4,138 Class 529-C (8,455) (537) 91,154 5,826 Class 529-E (552) (34) 12,981 832 Class 529-F (70) (5) 5,619 356 Class R-1 (1,334) (85) 12,493 806 Class R-2 (53,929) (3,494) 216,724 14,103 Class R-3 (73,072) (4,663) 425,585 27,147 Class R-4 (34,748) (2,198) 209,570 13,257 Class R-5 (24,656) (1,592) 80,006 5,555 Total net increase (decrease) $ (3,211,493) (209,960) $ 8,395,553 534,878 Year ended December 31, 2002(2) Class A $ (2,509,940) (169,986) $ 4,588,184 298,040 Class B (182,620) (12,719) 1,312,711 85,631 Class C (181,313) (12,625) 1,145,646 74,455 Class F (77,496) (5,336) 241,440 15,691 Class 529-A (4,394) (311) 167,291 11,070 Class 529-B (1,098) (77) 57,231 3,810 Class 529-C (1,823) (128) 80,656 5,336 Class 529-E (127) (9) 10,520 705 Class 529-F (1) -* 462 32 Class R-1 (113) (8) 2,078 146 Class R-2 (4,971) (354) 41,389 2,901 Class R-3 (9,807) (685) 77,560 5,469 Class R-4 (736) (52) 24,566 1,700 Class R-5 (1,227) (85) 26,985 1,786 Total net increase (decrease) $ (2,975,666) (202,375) $ 7,776,719 506,772 * Amount less than one thousand. (1) Includes exchanges between share classes of the fund. (2) Class 529-A, 529-B, 529-C, 529-E and 529-F shares were offered beginning February 15, 2002. Class R-1, R-2, R-3, R-4 and R-5 shares were offered beginning May 15, 2002. 6. RESTRICTED SECURITIES The fund has invested in certain securities for which resale may be limited to qualified buyers or which are otherwise restricted. These securities are identified in the investment portfolio. As of December 31, 2003, the total value of restricted securities was $1,613,564,000, which represented 5.58% of the net assets of the fund. 7. INVESTMENT TRANSACTIONS AND OTHER DISCLOSURES The fund made purchases and sales of investment securities, excluding short-term securities, of $14,097,366,000 and $6,390,502,000, respectively, during the year ended December 31, 2003. The fund receives a reduction in its custodian fee equal to the amount of interest calculated on certain cash balances held at the custodian bank. For the year ended December 31, 2003, the custodian fee of $393,000 included $42,000 that was offset by this reduction, rather than paid in cash. FINANCIAL HIGHLIGHTS (1) Income (loss) from investment operations (2) Net Net asset gains(losses) value, Net on securities Total from beginning investment (both realized investment of period income and unrealized) operations Class A: Year ended 12/31/2003 $14.42 $.37 $2.87 $3.24 Year ended 12/31/2002 15.85 .42 (1.40) (.98) Year ended 12/31/2001 15.47 .51 .73 1.24 Year ended 12/31/2000 14.42 .57 1.62 2.19 Year ended 12/31/1999 15.76 .56 (.04) .52 Class B: Year ended 12/31/2003 14.38 .25 2.86 3.11 Year ended 12/31/2002 15.82 .31 (1.41) (1.10) Year ended 12/31/2001 15.46 .39 .73 1.12 Period from 3/15/2000 to 12/31/2000 13.65 .33 2.41 2.74 Class C: Year ended 12/31/2003 14.38 .24 2.87 3.11 Year ended 12/31/2002 15.82 .30 (1.41) (1.11) Period from 3/15/2001 to 12/31/2001 15.47 .30 .63 .93 Class F: Year ended 12/31/2003 14.42 .36 2.88 3.24 Year ended 12/31/2002 15.85 .42 (1.40) (.98) Period from 3/15/2001 to 12/31/2001 15.50 .40 .62 1.02 Class 529-A: Year ended 12/31/2003 14.41 .37 2.87 3.24 Period from 2/15/2002 to 12/31/2002 15.82 .37 (1.33) (.96) Class 529-B: Year ended 12/31/2003 14.41 .23 2.87 3.10 Period from 2/15/2002 to 12/31/2002 15.82 .26 (1.33) (1.07) Class 529-C: Year ended 12/31/2003 14.41 .23 2.87 3.10 Period from 2/19/2002 to 12/31/2002 15.62 .26 (1.12) (.86) Class 529-E: Year ended 12/31/2003 14.41 .31 2.87 3.18 Period from 3/5/2002 to 12/31/2002 16.14 .31 (1.76) (1.45) Class 529-F: Year ended 12/31/2003 14.41 .35 2.86 3.21 Period from 9/17/2002 to 12/31/2002 14.18 .13 .21 .34 Class R-1: Year ended 12/31/2003 14.39 .24 2.86 3.10 Period from 5/29/2002 to 12/31/2002 15.93 .19 (1.56) (1.37) Class R-2: Year ended 12/31/2003 14.39 .24 2.87 3.11 Period from 5/21/2002 to 12/31/2002 15.97 .20 (1.60) (1.40) Class R-3: Year ended 12/31/2003 14.40 .31 2.85 3.16 Period from 6/4/2002 to 12/31/2002 15.70 .22 (1.32) (1.10) Class R-4: Year ended 12/31/2003 14.41 .36 2.88 3.24 Period from 6/21/2002 to 12/31/2002 15.32 .24 (.93) (.69) Class R-5: Year ended 12/31/2003 14.43 .41 2.87 3.28 Period from 5/15/2002 to 12/31/2002 16.07 .30 (1.71) (1.41) Dividends and distributions Dividends (from net Distributions Total Net asset investment (from capital dividends and value, end income) gains) distributions of period Class A: Year ended 12/31/2003 $(.37) $ - $(.37) $17.29 Year ended 12/31/2002 (.43) (.02) (.45) 14.42 Year ended 12/31/2001 (.56) (.30) (.86) 15.85 Year ended 12/31/2000 (.56) (.58) (1.14) 15.47 Year ended 12/31/1999 (.56) (1.30) (1.86) 14.42 Class B: Year ended 12/31/2003 (.25) - (.25) 17.24 Year ended 12/31/2002 (.32) (.02) (.34) 14.38 Year ended 12/31/2001 (.46) (.30) (.76) 15.82 Period from 3/15/2000 to 12/31/2000 (.35) (.58) (.93) 15.46 Class C: Year ended 12/31/2003 (.25) - (.25) 17.24 Year ended 12/31/2002 (.31) (.02) (.33) 14.38 Period from 3/15/2001 to 12/31/2001 (.32) (.26) (.58) 15.82 Class F: Year ended 12/31/2003 (.37) - (.37) 17.29 Year ended 12/31/2002 (.43) (.02) (.45) 14.42 Period from 3/15/2001 to 12/31/2001 (.41) (.26) (.67) 15.85 Class 529-A: Year ended 12/31/2003 (.37) - (.37) 17.28 Period from 2/15/2002 to 12/31/2002 (.43) (.02) (.45) 14.41 Class 529-B: Year ended 12/31/2003 (.23) - (.23) 17.28 Period from 2/15/2002 to 12/31/2002 (.32) (.02) (.34) 14.41 Class 529-C: Year ended 12/31/2003 (.23) - (.23) 17.28 Period from 2/19/2002 to 12/31/2002 (.33) (.02) (.35) 14.41 Class 529-E: Year ended 12/31/2003 (.31) - (.31) 17.28 Period from 3/5/2002 to 12/31/2002 (.28) - (.28) 14.41 Class 529-F: Year ended 12/31/2003 (.35) - (.35) 17.27 Period from 9/17/2002 to 12/31/2002 (.11) - (.11) 14.41 Class R-1: Year ended 12/31/2003 (.25) - (.25) 17.24 Period from 5/29/2002 to 12/31/2002 (.17) - (.17) 14.39 Class R-2: Year ended 12/31/2003 (.26) - (.26) 17.24 Period from 5/21/2002 to 12/31/2002 (.18) - (.18) 14.39 Class R-3: Year ended 12/31/2003 (.31) - (.31) 17.25 Period from 6/4/2002 to 12/31/2002 (.20) - (.20) 14.40 Class R-4: Year ended 12/31/2003 (.37) - (.37) 17.28 Period from 6/21/2002 to 12/31/2002 (.22) - (.22) 14.41 Class R-5: Year ended 12/31/2003 (.41) - (.41) 17.30 Period from 5/15/2002 to 12/31/2002 (.23) - (.23) 14.43 Ratio of Ratio of Net assets, expenses net income Total end of period to average to average return(3) (in millions) net assets net assets Class A: Year ended 12/31/2003 22.82% $19,951 .67% 2.38% Year ended 12/31/2002 (6.27) 12,405 .70 2.79 Year ended 12/31/2001 8.19 8,915 .68 3.26 Year ended 12/31/2000 15.85 6,042 .69 3.93 Year ended 12/31/1999 3.47 5,981 .66 3.59 Class B: Year ended 12/31/2003 21.90 3,344 1.42 1.62 Year ended 12/31/2002 (7.04) 1,784 1.46 2.07 Year ended 12/31/2001 7.34 608 1.44 2.46 Period from 3/15/2000 to 12/31/2000 20.52 38 1.44 (5) 3.02 (5) Class C: Year ended 12/31/2003 21.84 2,968 1.48 1.55 Year ended 12/31/2002 (7.08) 1,440 1.51 2.03 Period from 3/15/2001 to 12/31/2001 6.08 406 1.54 (5) 2.36 (5) Class F: Year ended 12/31/2003 22.79 659 .69 2.34 Year ended 12/31/2002 (6.29) 320 .72 2.81 Period from 3/15/2001 to 12/31/2001 6.64 104 .75 (5) 3.15 (5) Class 529-A: Year ended 12/31/2003 22.87 389 .67 2.36 Period from 2/15/2002 to 12/31/2002 (6.19) 160 .72 (5) 2.91 (5) Class 529-B: Year ended 12/31/2003 21.74 137 1.58 1.44 Period from 2/15/2002 to 12/31/2002 (6.85) 55 1.60 (5) 2.04 (5) Class 529-C: Year ended 12/31/2003 21.76 193 1.57 1.46 Period from 2/19/2002 to 12/31/2002 (5.63) 77 1.59 (5) 2.05 (5) Class 529-E: Year ended 12/31/2003 22.37 27 1.05 1.97 Period from 3/5/2002 to 12/31/2002 (9.02) 10 1.06 (5) 2.60 (5) Class 529-F: Year ended 12/31/2003 22.63 7 .80 2.16 Period from 9/17/2002 to 12/31/2002 2.36 - (4) .23 .87 Class R-1: Year ended 12/31/2003 21.77 16 1.48 (6) 1.50 Period from 5/29/2002 to 12/31/2002 (8.61) 2 1.48 (5,6) 2.23 (5) Class R-2: Year ended 12/31/2003 21.83 293 1.44 (6) 1.54 Period from 5/21/2002 to 12/31/2002 (8.79) 42 1.45 (5,6) 2.30 (5) Class R-3: Year ended 12/31/2003 22.27 563 1.05 (6) 1.94 Period from 6/4/2002 to 12/31/2002 (7.04) 79 1.06 (5,6) 2.67 (5) Class R-4: Year ended 12/31/2003 22.81 258 .68 2.28 Period from 6/21/2002 to 12/31/2002 (4.52) 25 .71 (5,6) 3.13 (5) Class R-5: Year ended 12/31/2003 23.16 127 .38 2.62 Period from 5/15/2002 to 12/31/2002 (8.77) 26 .39 (5) 3.27 (5) Year ended December 31 2003 2002 2001 2000 1999 Portfolio turnover rate for all classes of shares 32% 41% 50% 51% 48% (1) Based on operations for the period shown (unless otherwise noted) and, accordingly, may not be representative of a full year. (2) Year ended 1999 is based on shares outstanding on the last day of the year; all other periods are based on average shares outstanding. (3) Total returns exclude all sales charges, including contingent deferred sales charges. (4) Amount less than 1 million. (5) Annualized. (6) During the start-up period for this class, CRMC voluntarily agreed to pay a portion of the fees relating to transfer agent services. Had CRMC not paid such fees, expense ratios would have been 1.52% and 1.70% for classes R-1 and R-2, respectively, during the year ended December 31, 2003, and 1.83%, 1.54%, 1.08% and .75% for classes R-1, R-2, R-3 and R-4, respectively, during the period ended December 31, 2002. The expense ratio for Class R-3 was not affected by any payments made by CRMC during the year ended December 31, 2003. INDEPENDENT AUDITORS' REPORT TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF AMERICAN BALANCED FUND, INC.: We have audited the accompanying statement of assets and liabilities of American Balanced Fund, Inc. (the "Fund"), including the investment portfolio, as of December 31, 2003, 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 Fund'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 auditing standards generally accepted in the United States of America. 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2003, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. 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 American Balanced Fund, Inc. as of December 31, 2003, 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 Los Angeles, California February 5, 2004 TAX INFORMATION (UNAUDITED) We are required to advise you within 60 days of the fund's fiscal year-end regarding the federal tax status of certain distributions received by shareholders during such fiscal year. As a result of recent tax legislation, individual shareholders are now eligible for reduced tax rates on qualified dividend income received during the year. For purposes of computing the dividends eligible for reduced tax rates, 67% of the dividends paid by the fund from net investment income are considered qualified dividend income. Corporate shareholders may exclude up to 70% of qualifying dividends received during the year. For purposes of computing this exclusion, 61% of the dividends paid by the fund from net investment income represent qualifying dividends. Certain states may exempt from income taxation that portion of the dividends paid from net investment income that was derived from direct U.S. government obligations. For purposes of computing this exclusion, 9% of the dividends paid by the fund from net investment income were derived from interest on direct U.S. government obligations. Dividends and distributions received by retirement plans such as IRAs, Keogh-type plans and 403(b) plans need not be reported as taxable income. However, many retirement plan trusts may need this information for their annual information reporting. SHAREHOLDERS SHOULD REFER TO THEIR FORM 1099-DIV OR OTHER TAX INFORMATION WHICH WAS MAILED IN JANUARY 2004 TO DETERMINE THE AMOUNTS TO BE INCLUDED ON THEIR 2003 TAX RETURNS. SHAREHOLDERS SHOULD CONSULT THEIR TAX ADVISERS. OTHER SHARE CLASS RESULTS (UNAUDITED) CLASS B, CLASS C, CLASS F AND CLASS 529 Returns for periods ended December 31, 2003: 1 year Life of class CLASS B SHARES Reflecting applicable contingent deferred sales charge (CDSC), maximum of 5%, payable only if shares are sold within six years of purchase +16.90% +10.00%(1) Not reflecting CDSC +21.90% +10.60%(1) CLASS C SHARES Reflecting CDSC, maximum of 1%, payable only if shares are sold within one year of purchase +20.84% +6.77%(2) Not reflecting CDSC +21.84% +6.77%(2) CLASS F SHARES(3) Not reflecting annual asset-based fee charged by sponsoring firm +22.79% +7.59%(2) CLASS 529-A SHARES Reflecting 5.75% maximum sales charge +15.80% +4.51%(4) Not reflecting maximum sales charge +22.87% +7.88%(4) CLASS 529-B SHARES Reflecting applicable CDSC, maximum of 5%, payable only if shares are sold within six years of purchase +16.74% +4.91%(4) Not reflecting CDSC +21.74% +6.94%(4) CLASS 529-C SHARES Reflecting CDSC, maximum of 1%, payable only if shares are sold within one year of purchase +20.76% +7.74%(5) Not reflecting CDSC +21.76% +7.74%(5) CLASS 529-E SHARES(3) +22.37% +6.06%(6) CLASS 529-F SHARES(3) Not reflecting annual asset-based fee charged by sponsoring firm +22.63% +19.31%(7) Figures shown are past results and are not predictive of future periods. Current and future results may be lower or higher than those shown. Because share prices may decline, the value of your holdings may decrease. For the most current information and month-end results, visit americanfunds.com. (1) Average annual total return from March 15, 2000, when Class B shares were first sold. (2) Average annual total return from March 15, 2001, when Class C and Class F shares were first sold. (3) These shares are sold without any initial or contingent deferred sales charge. (4) Average annual total return from February 15, 2002, when Class 529-A and Class 529-B shares were first sold. (5) Average annual total return from February 19, 2002, when Class 529-C shares were first sold. (6) Average annual total return from March 5, 2002, when Class 529-E shares were first sold. (7) Average annual total return from September 17, 2002, when Class 529-F shares were first sold. BOARD OF DIRECTORS AND OFFICERS "NON-INTERESTED" DIRECTORS YEAR FIRST ELECTED A DIRECTOR NAME AND AGE OF THE FUND(1) PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS ROBERT A. FOX, 66 1976-1978 Managing General Partner, Fox Investments LP; 1982 former Professor, University of California; retired President and CEO, Foster Farms (poultry producer) LEONADE D. JONES, 56 1993 Co-founder, VentureThink LLC (developed and managed e-commerce businesses) and Versura Inc. (education loan exchange); former Treasurer, The Washington Post Company JOHN M. LILLIE, 67 2003 Business consultant; former President, Sequoia Associates LLC (investment firm specializing in medium-size buyouts); former Vice Chairman of the Board, Gap, Inc. (specialty apparel retailing) JOHN G. MCDONALD, 66 1975-1978 The IBJ Professor of Finance, Graduate School of Business, 1988 Stanford University JAMES K. PETERSON, 62 1999 Managing Director, Oak Glen Consultancy LLC (consulting services to charitable organizations, pension funds and other financial management companies) HENRY E. RIGGS, 69 1989 Chairman of the Board and President Emeritus, Keck Graduate Institute of Applied Life Sciences ISAAC STEIN, 574 2004 President, Waverley Associates (private investment fund); Managing Director, Technogen Associates L.P (venture capital partnership); Chairman of the Board of Trustees, Stanford University PATRICIA K. WOOLF, PH.D., 69 1988 Private investor; corporate director; lecturer, Department of Molecular Biology, Princeton University "NON-INTERESTED" DIRECTORS NUMBER OF BOARDS WITHIN THE FUND COMPLEX(2) ON WHICH NAME AND AGE DIRECTOR SERVES OTHER DIRECTORSHIPS(3) HELD BY DIRECTOR ROBERT A. FOX, 66 7 Crompton Corporation LEONADE D. JONES, 56 6 None JOHN M. LILLIE, 67 2 None JOHN G. MCDONALD, 66 8 iStar Financial, Inc.; Plum Creek Timber Co.; Scholastic Corporation; Varian, Inc. JAMES K. PETERSON, 62 2 None HENRY E. RIGGS, 69 4 None ISAAC STEIN, 574 2 None PATRICIA K. WOOLF, PH.D., 69 6 Crompton Corporation; First Energy Corporation; National Life Holding Co. "INTERESTED" DIRECTORS(5) YEAR FIRST ELECTED A DIRECTOR OR PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS NAME, AGE AND OFFICER AND POSITIONS HELD WITH AFFILIATED ENTITIES OR THE POSITION WITH FUND OF THE FUND(1) PRINCIPAL UNDERWRITER OF THE FUND ROBERT G. O'DONNELL, 59 1990 Senior Vice President and Director, Chairman of the Board and Capital Research and Management Company Principal Executive Officer PAUL G. HAAGA, JR., 55 1994 Executive Vice President and Director, Capital Research and Management Company; Director, The Capital Group Companies, Inc.;(6) Director, American Funds Distributors, Inc.(6) "INTERESTED" DIRECTORS(5) NUMBER OF BOARDS WITHIN THE FUND COMPLEX(2) NAME, AGE AND ON WHICH POSITION WITH FUND DIRECTOR SERVES OTHER DIRECTORSHIPS(3) HELD BY DIRECTOR ROBERT G. O'DONNELL, 59 3 None Chairman of the Board and Principal Executive Officer PAUL G. HAAGA, JR., 55 17 None THE STATEMENT OF ADDITIONAL INFORMATION INCLUDES ADDITIONAL INFORMATION ABOUT FUND DIRECTORS AND IS AVAILABLE WITHOUT CHARGE UPON REQUEST BY CALLING AMERICAN FUNDS SERVICE COMPANY AT 800/421-0180. THE ADDRESS FOR ALL DIRECTORS AND OFFICERS OF THE FUND IS 333 SOUTH HOPE STREET, LOS ANGELES, CA 90071, ATTENTION: FUND SECRETARY. (1) Directors and officers of the fund serve until their resignation, removal or retirement. (2) Capital Research and Management Company manages the American Funds, consisting of 29 funds. Capital Research and Management Company also manages American Funds Insurance Series,(R) which serves as the underlying investment vehicle for certain variable insurance contracts; and Endowments, whose shareholders are limited to certain nonprofit organizations. (3) This includes all directorships (other than those in the American Funds) that are held by each Director as a director of a public company or a registered investment company. (4) Elected effective February 18, 2004. (5) "Interested persons" within the meaning of the 1940 Act on the basis of their affiliation with the fund's investment adviser, Capital Research and Management Company, or affiliated entities (including the fund's principal underwriter). (6) Company affiliated with Capital Research and Management Company. OTHER OFFICERS YEAR FIRST ELECTED PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS NAME, AGE AND AN OFFICER AND POSITIONS HELD WITH AFFILIATED ENTITIES OR POSITION WITH FUND OF THE FUND(1) THE PRINCIPAL UNDERWRITER OF THE FUND J. DALE HARVEY, 38 1997 Vice President, Capital Research and Management President Company ABNER D. GOLDSTINE, 74 1990 Senior Vice President and Director, Senior Vice President Capital Research and Management Company JOHN H. SMET, 47 2000 Senior Vice President, Capital Research and Senior Vice President Management Company HILDA L. APPLBAUM, 43 1999 Senior Vice President, Capital Research Company(2) Vice President GREGORY D. JOHNSON, 40 2003 Senior Vice President, Capital Research Company(2) Vice President JEFFREY T. LAGER, 35 2002 Vice President, Capital Research Company(2) Vice President MARK R. MACDONALD, 44 2003 Senior Vice President, Capital Research and Vice President Management Company PATRICK F. QUAN, 45 1986 Vice President-- Fund Business Management Secretary Group, Capital Research and Management Company DAYNA G. YAMABE, 36 2000 Vice President-- Fund Business Management Treasurer Group, Capital Research and Management Company R. MARCIA GOULD, 49 1994 Vice President -- Fund Business Management Assistant Treasurer Group, Capital Research and Management Company (1) Directors and officers of the fund serve until their resignation, removal or retirement. (2) Company affiliated with Capital Research and Management Company. OFFICES OFFICE OF THE FUND One Market Steuart Tower, Suite 1800 Mailing address: P.O. Box 7650 San Francisco, CA 94120-7650 INVESTMENT ADVISER Capital Research and Management Company 333 South Hope Street Los Angeles, CA 90071-1406 135 South State College Boulevard Brea, CA 92821-5823 TRANSFER AGENT FOR SHAREHOLDER ACCOUNTS American Funds Service Company (Please write to the address nearest you.) P.O. Box 25065 Santa Ana, CA 92799-5065 P.O. Box 659522 San Antonio, TX 78265-9522 P.O. Box 6007 Indianapolis, IN 46206-6007 P.O. Box 2280 Norfolk, VA 23501-2280 CUSTODIAN OF ASSETS JPMorgan Chase Bank 270 Park Avenue New York, NY 10017-2070 COUNSEL Paul, Hastings, Janofsky & Walker LLP 515 South Flower Street Los Angeles, CA 90071-2228 INDEPENDENT AUDITORS Deloitte & Touche LLP Two California Plaza 350 South Grand Avenue Los Angeles, CA 90071-3462 PRINCIPAL UNDERWRITER American Funds Distributors, Inc. 333 South Hope Street Los Angeles, CA 90071-1406 There are several ways to invest in American Balanced Fund. Class A shares are subject to a 5.75% maximum up-front sales charge that declines for accounts (and aggregated investments) of $25,000 or more. Other share classes, which are generally not available for certain employer-sponsored retirement plans, have no up-front sales charges but are subject to additional annual expenses and fees. Annual expenses for Class B shares were 0.75 percentage points higher than for Class A shares; Class B shares convert to Class A shares after eight years of ownership. If redeemed within six years, Class B shares may also be subject to a contingent deferred sales charge ("CDSC") of up to 5% that declines over time. Class C shares were subject to annual expenses 0.81 percentage points higher than those for Class A shares and a 1% CDSC if redeemed within the first year after purchase. Class C shares convert to Class F shares after 10 years. Class F shares, which are available only through certain fee-based programs offered by broker-dealer firms and registered investment advisers, had higher annual expenses (by 0.02 percentage points) than did Class A shares, and an annual asset-based fee charged by the sponsoring firm. Expenses are deducted from income earned by the fund. As a result, dividends and investment results will differ for each share class. INVESTORS SHOULD CONSIDER THE INVESTMENT OBJECTIVES, RISKS, CHARGES AND EXPENSES OF AMERICAN BALANCED FUND AND COLLEGEAMERICA CAREFULLY. THIS AND OTHER IMPORTANT INFORMATION IS CONTAINED IN THE PROSPECTUS, WHICH CAN BE OBTAINED FROM YOUR FINANCIAL ADVISER AND SHOULD BE READ CAREFULLY BEFORE INVESTING. YOU MAY ALSO CALL AMERICAN FUNDS SERVICE COMPANY AT 800/421-0180 OR VISIT THE AMERICAN FUNDS WEBSITE AT AMERICANFUNDS.COM. "AMERICAN FUNDS PROXY VOTING GUIDELINES" -- WHICH DESCRIBES HOW WE VOTE PROXIES RELATING TO PORTFOLIO SECURITIES -- IS AVAILABLE UPON REQUEST, FREE OF CHARGE, BY CALLING AMERICAN FUNDS SERVICE COMPANY, VISITING THE AMERICAN FUNDS WEBSITE OR ACCESSING THE U.S. SECURITIES AND EXCHANGE COMMISSION WEBSITE AT WWW.SEC.GOV. This report is for the information of shareholders of American Balanced Fund, but it may also be used as sales literature when preceded or accompanied by the current prospectus, which gives details about charges, expenses, investment objectives and operating policies of the fund. If used as sales material after March 31, 2004, this report must be accompanied by an American Funds statistical update for the most recently completed calendar quarter. [logo - American Funds(R)] The right choice for the long term(R) WHAT MAKES AMERICAN FUNDS DIFFERENT? For more than 70 years, we have followed a consistent philosophy that we firmly believe is in our investors' best interests. The range of opportunities offered by our family of just 29 carefully conceived, broadly diversified funds has attracted over 25 million shareholder accounts. OUR UNIQUE COMBINATION OF STRENGTHS INCLUDES THESE FIVE FACTORS: A LONG-TERM, VALUE-ORIENTED APPROACH Rather than follow fads, we pursue a consistent strategy, focusing on each investment's long-term potential. AN UNPARALLELED GLOBAL RESEARCH EFFORT American Funds draws on one of the industry's most globally integrated research networks. THE MULTIPLE PORTFOLIO COUNSELOR SYSTEM Every American Fund is divided among a number of portfolio counselors. Each takes responsibility for a portion independently, within each fund's objectives; in most cases, research analysts manage a portion as well. Over time this method has contributed to a consistency of results and continuity of management. EXPERIENCED INVESTMENT PROFESSIONALS The recent market decline was not the first for most of the portfolio counselors who serve the American Funds. Nearly 70% of them were in the investment business before the sharp market decline of 1987. A COMMITMENT TO LOW OPERATING EXPENSES American Funds' operating expenses are among the lowest in the mutual fund industry. Our portfolio turnover rates are low as well, keeping transaction costs and tax consequences contained. 29 MUTUAL FUNDS, CONSISTENT PHILOSOPHY, CONSISTENT RESULTS o GROWTH FUNDS Emphasis on long-term growth through stocks AMCAP Fund(R) EuroPacific Growth Fund(R) The Growth Fund of America(R) The New Economy Fund(R) New Perspective Fund(R) New World Fund(SM) SMALLCAP World Fund(R) o GROWTH-AND-INCOME FUNDS Emphasis on long-term growth and dividends through stocks American Mutual Fund(R) Capital World Growth and Income Fund(SM) Fundamental Investors(SM) The Investment Company of America(R) Washington Mutual Investors Fund(SM) o EQUITY-INCOME FUNDS Emphasis on above-average income and growth through stocks and/or bonds Capital Income Builder(R) The Income Fund of America(R) o BALANCED FUND Emphasis on long-term growth and current income through stocks and bonds > American Balanced Fund(R) o BOND FUNDS Emphasis on current income through bonds American High-Income Trust(SM) The Bond Fund of America(SM) Capital World Bond Fund(R) Intermediate Bond Fund of America(R) U.S. Government Securities Fund(SM) o TAX-EXEMPT BOND FUNDS Emphasis on tax-free current income through municipal bonds American High-Income Municipal Bond Fund(R) Limited Term Tax-Exempt Bond Fund of America(SM) The Tax-Exempt Bond Fund of America(R) STATE-SPECIFIC TAX-EXEMPT FUNDS The Tax-Exempt Fund of California(R) The Tax-Exempt Fund of Maryland(R) The Tax-Exempt Fund of Virginia(R) o MONEY MARKET FUNDS The Cash Management Trust of America(R) The Tax-Exempt Money Fund of America(SM) The U.S. Treasury Money Fund of America(SM) THE CAPITAL GROUP COMPANIES American Funds Capital Research and Management Capital International Capital Guardian Capital Bank and Trust Lit. No. MFGEAR-911-0204 Litho in USA AGD/L/8050 Printed on recycled paper ITEM 2 - Code of Ethics This Registrant has adopted a Code of Ethics that applies to its Principal Executive Officer and Principal Financial Officer. The Registrant undertakes to provide to any person without charge, upon request, a copy of the Code of Ethics. Such request can be made to American Funds Service Company at 800/421-0180 or to the Secretary of the Registrant, 333 South Hope Street, Los Angeles, California 90071. ITEM 3 - Audit Committee Financial Expert The Registrant's Board has determined that James K. Peterson, a member of the Registrant's Audit Committee, is an "audit committee financial expert" and "independent," as such terms are defined in this Item. This designation will not increase the designee's duties, obligations or liability as compared to his duties, obligations and liability as a member of the Audit Committee and of the Board; nor will it reduce the responsibility of the other Audit Committee members. There may be other individuals who, through education or experience, would qualify as "audit committee financial experts" if the Board had designated them as such. Most importantly, the Board believes each member of the Audit Committee contributes significantly to the effective oversight of the Registrant's financial statements and condition. ITEM 4 - Principal Accountant Fees and Services Fees paid to the registrant's auditors for each of the last two fiscal years, including fees for non-audit services billed to the adviser and affiliates for engagements that relate directly to the operations and financial reporting of the registrant, and a description of the nature of the services comprising the fees, are listed below: Registrant: a) Audit Fees: 2002 $50,000 2003 $49,000 b) Audit- Related Fees: 2002 none 2003 none c) Tax Fees: 2002 $5,000 2003 $5,000 The tax fees consist of professional services relating to the preparation of the fund's tax returns. d) All Other Fees: 2002 none 2003 none Adviser and affiliates (includes only fees for non-audit services billed to the adviser and affiliates for engagements that relate directly to the operations and financial reporting of the registrant and were subject to the pre-approval policies described below): b) Audit- Related Fees: 2002 $318,000 2003 $305,000 The audit-related fees consist of assurance and related services relating to the examination of the fund's transfer agency conducted in accordance with Statement on Auditing Standards Number 70 issued by the American Institute of Certified Public Accountants. c) Tax Fees: 2002 none 2003 none d) All Other Fees: 2002 none 2003 none The registrant's Audit Committee will pre-approve all audit and permissible non-audit services that the Committee considers compatible with maintaining the auditors' independence. The pre-approval requirement will extend to all non-audit services provided to the registrant, the investment adviser, and any entity controlling, 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. The Committee will not delegate its responsibility to pre-approve these services to the investment adviser. The Committee may delegate to one or more Committee members the authority to review and pre-approve audit and permissible non-audit services. Actions taken under any such delegation will be reported to the full Committee at its next meeting. The pre-approval requirement is waived with respect to non-audit services if certain conditions are met. The pre-approval requirement was not waived for any of the services listed above under paragraphs b, c and d. Aggregate non-audit fees paid to the registrant's auditors, including fees for all services billed to the adviser and affiliates were $360,000 for fiscal year 2002 and $315,000 for fiscal year 2003. The non-audit services represented by these amounts were brought to the attention of the Committee and considered to be compatible with maintaining the auditors' independence. ITEM 5 - Audit Committee Disclosure for Listed Companies Not applicable. ITEM 6 - Reserved ITEM 7 - Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies Not applicable to this Registrant, insofar as the Registrant is not a closed-end management investment company. ITEM 8 - Reserved ITEM 9 - Controls and Procedures (a) The officers providing the certifications in this report in accordance with rule 30a-2 under the Investment Company Act of 1940 have concluded, based on their evaluation of the Registrant's disclosure controls and procedures (as such term is defined in such rule), that such controls and procedures are adequate and reasonably designed to achieve the purposes described in paragraph (c) of such rule. (b) There were no changes in the Registrant's internal controls over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the Registrant's last fiscal half-year (the Registrant's second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting. ITEM 10 - Exhibits (a) The Code of Ethics that is the subject of the disclosure required by Item 2 is attached as an exhibit hereto. (b) The certifications required by Rule 30a-2 of the Investment Company Act of 1940, as amended, and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 are attached as exhibits hereto. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. AMERICAN BALANCED FUND, INC. By /s/ Robert G. O'Donnell ---------------------------------------- Robert G. O'Donnell, Chairman and PEO Date: March 10, 2004 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By /s/ Robert G. O'Donnell -------------------------------------------------- Robert G. O'Donnell, Chairman and PEO Date: March 10, 2004 By /s/ Dayna G. Yamabe ------------------------------------------------- Dayna G. Yamabe, Treasurer Date: March 10, 2004