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: 811-2444 The Bond Fund of America, Inc. (Exact Name of Registrant as specified in charter) 333 South Hope Street Los Angeles, California 90071 (Address of principal executive offices) Registrant's telephone number, including area code: (213) 486-9200 Date of fiscal year end: December 31, 2003 Date of reporting period: December 31, 2003 Julie F. Williams Capital Research and Management Company 333 South Hope Street Los Angeles, California 90071 (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) THE BOND FUND OF AMERICA Searching for yield and value [photo of a stack of papers on a desk near a gentleman's hand with a pen writing on paper] Annual report for the year ended December 31, 2003 THE BOND FUND OF AMERICA(SM) seeks as high a level of current income as is consistent with preservation of capital through a diversified portfolio of bonds and other fixed-income obligations. 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 Special report: Searching for yield and value 4 Investment portfolio 10 Financial statements 41 Directors and officers 52 What makes American Funds different? back cover Please see page 2 for Class A share average annual total returns with relevant sales charges deducted. Results for other share classes can be found on page 51. Please see the inside back cover for important information about other share classes. THE FUND'S 30-DAY YIELD FOR CLASS A SHARES AS OF JANUARY 31, 2004, REFLECTING THE 3.75% MAXIMUM SALES CHARGE AND CALCULATED IN ACCORDANCE WITH THE SECURITIES AND EXCHANGE COMMISSION FORMULA, WAS 3.57%. 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. 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. Investing outside the United States is subject to additional risks, such as currency fluctuations and differing securities regulations, which are detailed in the fund's prospectus. [photo of a gentleman's hands, one on a calculator the other holding a pen, an open daily planner and a stack of papers on a desk] FELLOW SHAREHOLDERS: During 2003, corporate bonds strengthened in value even as Treasury and agency debt produced only modest total returns. These trends were a stark reversal of what the market experienced the previous year. The recovery in the corporate sector lent strong support to the fund's 2003 results. For the year ended December 31, 2003, The Bond Fund of America recorded a total return of 12.2%, which was more than double the 5.0% average of its peers (199 A-rated corp. debt funds) as tallied by Lipper. For reference, the Lehman Brothers Aggregate Bond Index, a broad measure of the U.S. bond market, posted a 4.1% return for the year. The index is unmanaged and does not include expenses. During the year, shareholders received monthly dividends totaling 70.5 cents a share. Those who reinvested dividends recorded an income return of 5.69%. Those who elected to take dividends in cash recorded an income return of 5.55%. All shareholders should note that a portion of the January 2004 dividend was paid in December 2003; as a result, the December dividend was slightly larger, while the January dividend was reduced by the same amount. [Begin Sidebar] RESULTS AT A GLANCE (assuming distributions reinvested or interest compounded) AVERAGE ANNUAL TOTAL RETURNS (for periods ended December 31, 2003) 1 YEAR 5 YEARS 10 YEARS LIFETIME* The Bond Fund of America +12.2% +6.7% +6.7% +9.6% Lehman Brothers Aggregate Bond Index1 +4.1% +6.6% +6.9% +9.2% Lipper Corporate A-Rated Bond Funds Average2 +5.0% +5.5% +6.2% +8.9% *Since May 28, 1974 1 The Lehman Brothers Aggregate bond Index began on January 1, 1976. From May 31, 1974, through December 31, 1975, the Lehman Brothers Government/Credit Bond Index was used. The indexes serve as proxies for the broad U.S. investment-grade bond market and are unmanaged. 2 Source: Lipper. Lipper averages do not include the effects of sales charges. [End Sidebar] OVERVIEW: BONDS AND THE ECONOMY At the start of 2003, the bond market grappled with concerns about the impending war in Iraq and the sluggishness of the economy. Corporate bonds, especially lower investment-grade credits and high-yield issuers, were beginning to rebound from the distressed levels of the previous year. The mood was expectant, but investors were still cautious, favoring Treasuries and other high-quality debt. Spring brought an end to formal conflict in Iraq, but also increased uncertainties about the economy and new worries regarding the possibility of deflation. Interest rates -- already at 40-year lows -- moved lower, reaching pivotal levels by mid-June. On June 25, the Federal Reserve Board lowered its key lending rate to 1%, its thirteenth rate reduction since January 2001. By that time, however, the outlook for the economy had brightened considerably, and interest rates had begun to rise off their lows. In the months that followed, the bond market experienced a major correction as continued evidence of economic strength led to concerns about inflation. From June 10 to September 2, for example, the yield on the benchmark 10-year Treasury bond rose a point and a half, from 3.1% to 4.6%. Bond yields and prices move inversely, so as yields rose, bond prices fell. By early September, however, the sell-off flagged and the Treasury market began to recover some of its lost ground. Importantly, inflation remained well contained, and the Federal Reserve repeatedly vowed to keep rates low for "a considerable period." These factors provided a relatively supportive background for the bond market through the end of the year. CORPORATES RALLY, BOOST RETURNS What a difference a year makes! Only twelve months ago, corporate bonds proved to be a drag on fund results, while investments in Treasuries and other high-quality debt were the fund's pillars of strength. In 2003, that situation largely reversed, fueled by stronger economic growth, ongoing improvements to balance sheets and better corporate governance. [Begin Sidebar] Results shown are at net asset value. If the sales charge (maximum 3.75%) had been deducted, results would have been lower. [End Sidebar] During 2003, corporate bonds recorded some of the top returns in the bond market. In general, lower rated companies, particularly those in the high-yield category, posted the best results as prices for these securities steadily recovered from the distressed levels they fell to during the third quarter of 2002. Slightly more than half of the fund's portfolio is invested in corporate debt, most of which is rated A or BBB; only 8.9% of portfolio assets are rated below investment grade, and that includes some non-corporate debt. During the past year, the fund continued to add to its significant corporate exposure with investments in banks and financial services, utilities, and automotive manufacturers and suppliers -- all of which made solid contributions to this year's results. The fund's high-quality holdings, which includes U.S. Treasuries (11.4% of fund assets), federal agency debt (1.9%) and federal agency mortgage pass-throughs (9.9%) generally posted modest results. Securities such as these are most sensitive to interest rate moves. When interest rates started rising last summer, these sectors of the market surrendered most of their gains. Of the three sectors, returns on mortgages were marginally better than Treasury or agency securities. In addition to U.S. government debt, the fund has select holdings (about 5.8% of assets) in non-U.S. government obligations. Some of these holdings are bonds of developed countries, such as Germany or Canada, while others are from developing countries, such as Mexico and Russia. In general, investments in developing countries produced strong returns for the year. In addition, some of these non-U.S. obligations are denominated in foreign currencies; the weakening of the U.S. dollar against other currencies (notably the euro and the yen) over the past year further bolstered returns on those particular investments. BENEFITS FROM CHANGE AND A LONG-TERM VIEW Since the recession of 2001, investors have experienced a significant decline in the interest rate environment and major changes in the business climate. As always, the bond market grapples with these changes, and as a result, prices for various sectors of the market shift accordingly. The Bond Fund of America has been able to benefit from these changes because it is able to invest wherever opportunity appears, and the broad diversity of its holdings helps to insulate the fund against market shocks that affect particular sectors or industries. We invite you to read our special report on page 4, "Searching for yield and value," to gain a better understanding of how the fund invests. With interest rates still near 40-year lows and with corporate bonds no longer in disfavor, it will be more difficult for the fund to find opportunities for capital appreciation in the year ahead. Regardless of the direction of interest rates, we believe the fund will continue to provide its shareholders with an attractive income return. The mix of securities held by the fund -- the sheer number and variety -- afford each shareholder a broad exposure to the bond market and, more importantly, a solid foundation on which to build the fixed-income portion of any investment portfolio. We welcome the many new shareholders who have joined us in the past year. We look forward to helping you reach your long-term investment goals. Cordially, /s/ Paul G. Haaga, Jr. /s/ Abner D. Goldstine Paul G. Haaga, Jr. Abner D. Goldstine Chairman of the Board President February 12, 2004 [Begin Sidebar] THE VALUE OF A LONG-TERM PERSPECTIVE HOW A $10,000 INVESTMENT HAS GROWN There have always been reasons not to invest. You will find, however, that despite occasional stumbles, financial markets have tended to reward investors over the long term. Active management -- bolstered by experience and careful research -- can add even more value: As the chart below shows, over its lifetime, The Bond Fund of America has done demonstrably better than its relevant benchmarks. Dividends, particularly when reinvested, have accounted for virtually all of the fund's overall results. The table beneath the chart breaks down The Bond Fund of America's year-by-year total returns into their income and capital components. Fund figures reflect deduction of the maximum sales charge of 3.75% on the $10,000 investment. Thus, the net amount invested was $9,625. AVERAGE ANNUAL TOTAL RETURNS For periods ended December 31, 2003 CLASS A SHARES* reflecting 3.75% maximum sales charge 1 year +8.05% 5 years +5.93 10 years +6.27 *Results for other share classes can be found on page 51. BFA with dividends reinvested $145,335(1) Lehman Brothers Aggregate Bond Index $134,232(2) Consumer Price Index (inflation) $37,922(3) original investment $10,000 [Begin Mountain Chart] <table> <s> <c> <c> <c> Lehman Brothers Consumer Price Year ended BFA with dividends Aggregate Index(3) December 31,2003 reinvested(1) Bond Index(2) (inflation) original investment $10,000 $10,000 $10,000 1974 9,988 10,318 10,679 1975 11,254 11,587 11,420 1976 13,293 13,395 11,975 1977 13,977 13,802 12,778 1978 14,261 13,994 13,930 1979 14,710 14,264 15,782 1980 15,230 14,650 17,757 1981 16,242 15,565 19,342 1982 21,586 20,643 20,082 1983 23,628 22,368 20,844 1984 26,450 25,756 21,667 1985 33,488 31,449 22,490 1986 38,568 36,251 22,737 1987 39,324 37,248 23,745 1988 43,533 40,186 24,794 1989 47,942 46,026 25,947 1990 49,509 50,149 27,531 1991 59,927 58,174 28,374 1992 66,722 62,480 29,198 1993 76,155 68,571 30,000 1994 72,335 66,571 30,802 1995 85,536 78,870 31,584 1996 91,274 81,733 32,634 1997 99,709 89,624 33,189 1998 104,863 97,410 33,724 1999 107,265 96,609 34,630 2000 113,906 107,840 35,802 2001 122,051 116,947 36,358 2002 129,514 128,940 37,222 2003 145,335 134,232 39,922 </table> [End Mountain Chart] Year ended December 31 1974 1975 1976 1977 1978 1979 Total value Dividends reinvested $418 907 1,020 1,126 1,211 1,401 Value at year-end $9,988 11,254 13,293 13,977 14,261 14,710 BFA's total return (0.1)% 12.7 18.1 5.1 2.0 3.1 Year ended December 31 1980 1981 1982 1983 1984 1985 Total value Dividends reinvested 1,724 2,118 2,434 2,556 2,869 3,227 Value at year-end 15,230 16,242 21,586 23,628 26,450 33,488 BFA's total return 3.5 6.6 32.9 9.5 11.9 26.6 Year ended December 31 1986 1987 1988 1989 1990 1991 Total value Dividends reinvested 3,604 3,787 3,953 4,471 4,699 4,909 Value at year-end 38,568 39,324 43,533 47,942 49,509 59,927 BFA's total return 15.2 2.0 10.7 10.1 3.3 21.0 Year ended December 31 1992 1993 1994 1995 1996 1997 Total value Dividends reinvested 5,275 5,325 5,733 6,178 6,473 6,704 Value at year-end 66,722 76,155 72,335 85,536 91,274 99,709 BFA's total return 11.3 14.1 (5.0) 18.3 6.7 9.2 Year ended December 31 1998 1999 2000 2001 2002 2003 Total value Dividends reinvested 7,007 7,398 8,190 8,228 8,189 7,370 Value at year-end 104,863 107,265 113,906 122,051 129,514 145,335 BFA's total return 5.2 2.3 6.2 7.2 6.1 12.2 Average annual total return for 29-1/2 years: 9.47%(1) (1) Includes reinvested dividends of $128,506 and reinvested capital gain distributions of $4,573. (2) From May 31, 1974, through December 31, 1975, the Lehman Brothers Government/Credit Bond Index was used because the Lehman Brothers Aggregate Bond Index did not yet exist. Since January 1, 1976, the Lehman Brothers Aggregate Bond Index has been used. These indexes are unmanaged. (3) Computed from data supplied by the U.S. Department of Labor, Bureau of Labor Statistics. The results are shown before taxes on fund distributions and sale of fund shares. 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 more current information and month-end results, visit americanfunds.com. SEARCHING FOR YIELD AND VALUE [photo of a stack of papers on a desk near a gentleman's hand with a pen writing on paper] For the 10 years ended December 31, 2003, The Bond Fund of America has been successful in providing shareholders with a better level of income than similar funds--an average of 7.2% annually, compared to the 5.9% average for like funds, as measured by Lipper. But current income is not the fund's only objective; it also seeks to preserve shareholder principal throughout a variety of market conditions. Although bonds are typically much less volatile than stocks, they are nonetheless subject to various risks that can alter their underlying value. To evaluate these risks and help limit their impact, the fund's portfolio counselors draw on a wide pool of resources and expertise that has been developed over many decades by the fund's adviser, Capital Research and Management Company. On the following pages, we'll take a look at some of the considerations that help to shape the investment decisions made by the fund's portfolio counselors. In the process, we'll discuss some of the ways in which the fund's investment approach -- an approach based on extensive knowledge of market conditions, fundamental research and the considerable diversity of the portfolio's holdings - -- adds value for shareholders. [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 more current information and month-end results, visit americanfunds.com. [end Sidebar] SIFTING THROUGH MARKETS AND SECTORS The Bond Fund of America seeks to provide income for its shareholders and to buffer them against bond market extremes. It does this by investing in a wide variety of debt instruments -- bonds that run the gamut of credit quality, from government-guaranteed debt to the bonds of highly leveraged companies. The largest portion of portfolio holdings (about 43% currently) falls in the middle of the credit spectrum: bonds rated A or BBB, both deemed suitable for most investors by the rating agencies. These bonds generally offer somewhat more income than is normally available from the highest quality debt, but with significantly less risk than is attached to high-yield, lower rated bonds. [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 more current information and month-end results, visit americanfunds.com. Results shown are at net asset value. If the sales charge (maximum 3.75%) had been deducted, results would have been lower. [End Sidebar] [Begin Pull Quote] "This fund has the ability to move portions of the portfolio into a variety of investments at any time, wherever and whenever we find value." Abner D. Goldstine [End Pull Quote] [photo of line graph charts] The search for attractive income sources has become particularly challenging over the past year with interest rates declining to levels not seen in more than 40 years. Many investors have been reaching for bonds with higher and higher yields, often indiscriminately. "Yet many of these securities also come with correspondingly high risks," warns portfolio counselor David Barclay. "The key is to find bonds of companies that can weather difficult environments and do well when business conditions improve." Making that determination requires a good understanding of the company's business and its prospects going forward. That knowledge is essential not just for high-yield issuers, but for every debt instrument that goes into the fund's portfolio. Moreover, the search for yield and the perception of value must always be balanced by a thorough understanding of an investment's risk. In 2003, high-yield bonds were by far the strongest sector in the bond market, a result of high income and significant appreciation. On the other hand, when the economy was still in a slump the previous year, high-yield bonds posted significant losses even as high-quality debt, such as U.S. Treasuries, rose in value. It is not uncommon for different sectors of the market to produce different returns from year to year, depending on market cycles and the perceived strength of the economy. Such changes may be punishing or rewarding, depending on an investor's ability to recognize value over longer time horizons. CASTING OUR NETS WIDE, WITH CAUTION One of the most common mistakes an investor can make is to chase after income solely. There are no triple crowns in the world of investing, and as the chart on page 6 illustrates, last year's winners seldom repeat their successes the following year. Because different bond sectors and industries often respond differently to economic and business conditions, diversification within the fund's portfolio can help minimize overall risk and enhance returns. "Changing relationships among parts of the bond market can create pockets of opportunity for investors with the resources to find them," explains Abner Goldstine, portfolio counselor and president of the fund. "This fund has the ability to move portions of the portfolio into a variety of investments at any time," he adds, "wherever and whenever we find value." This flexibility fosters a diversity that not only helps the fund provide a more reliable stream of income, but also helps mitigate the effect for shareholders of a significant weakness in a particular industry or sector of the bond market. [Begin Sidebar] COVER YOURSELF FOR THE LONG TERM The following two charts depict bond market returns from best (top) to worst (bottom) over the past decade. The first chart sorts returns by major sectors of the bond market, while the second sorts returns according to credit quality. As is evident in both charts, bonds that do particularly well one year frequently are bested the following year by other types of bonds. The obvious lesson: Don't chase after returns. Instead, investors have been better off in the long run by covering themselves with a full array of sectors and credits, as are represented in The Bond Fund of America portfolio. [begin tabular graphic] BOND MARKET RETURNS BY SECTOR 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 BEST NON CORP HY HY NON HY GVT CORP NON HY : HY NON MTG CORP GVT MTG MTG MTG GVT NON : MTG GVT NON GVT CORP CORP CORP GVT CORP CORP : GVT HY CORP MTG MTG GVT NON HY MTG MTG WORST CORP MTG GVT NON HY NON HY NON HY GVT o CORP = Investment-grade corporate bonds o GVT = U.S. government (Treasury/agency) bonds o HY = High-yield bonds o MTG = Mortgage-backed pass-through securities o NON = Non-U.S. dollar denominated bonds of foreign government entities BOND MARKET RETURNS BY CREDIT QUALITY 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 BEST HY BBB HY HY AA HY AAA A AA HY : AAA A BBB BBB A AAA AA AA A BBB : BBB AA AAA AA AAA BBB A BBB AAA A : AA AAA A A BBB AA BBB AAA BBB AA WORST A HY AA AAA HY A HY HY HY AAA o AAA = Highest rated bonds o AA = High-quality bonds o A = Medium-quality bonds o BBB = Lowest tier of investment-grade bonds o HY = Bonds rated below investment grade Sources: Lehman Brothers Aggregate Bond Index, Credit Suisse First Boston High-Yield Index and Citigroup World Government Bond Index [end tabular graphic] [End Sidebar] [Begin Pull Quote] "We look at bonds over full three- to four-year cycles. We devise stress tests to see how well the bonds might hold up during several economic scenarios." Susan Tolson [End Pull Quote] Approaching the market with a long-term perspective helps the fund's portfolio counselors better assess the value of each investment. "We look at bonds over full three- to four-year cycles," explains portfolio counselor, Susan Tolson. "We devise stress tests to see how well the bonds might hold up during several economic scenarios. At the same time, we also consider, what if we're wrong? What if the market does not improve?" By taking a long-term perspective on the economy, the market and on each investment, the fund's portfolio counselors are better able to manage the mix and maturities of securities held in the portfolio and sustain attractive income for shareholders, while guarding against events that could adversely affect principal. VALUE FROM SHARED EXPERIENCE Identifying value and protecting principal may be regarded as two sides of the same coin. Both rely on the ability to appropriately evaluate an investment's risks. That ability is well served by the broad and varied investment experience of the fund's portfolio counselors. Combined, the fund's six counselors bring more than 110 years of professional experience to the investment process. Individually, they contribute credit and market specialization that helps to shed light on particular segments of the market; that expertise is enhanced by the pooling of ideas and sharing of opinions that are daily practice for the investment professionals of Capital Research. This ongoing exchange helps the fund's counselors more confidently identify opportunities and risks that emerge from the shifting cycles of the bond market. The fixed-income analysts of Capital Research, who specialize in various sectors of the bond market, are vital participants in these daily dialogues and integral to honing investment decisions. The fundamental research conducted by these analysts helps the portfolio counselors make judgements about which bond or which company is best suited for the fund from among the broader field of choices that an industry or sector might present. In other words, research helps uncover bonds that offer reliable income at an attractive price, but with an acceptable level of risk. In recent market cycles, research made important contributions to the fund's returns by helping to identify opportunities among various industries out of favor with the market and by carefully evaluating companies to determine those best positioned to recover once the economy improved. Our close-up on the utility industry (see story on page 8) affords one example of how changing markets and research came together to create attractive investments for the fund. Bond by bond, over time the portfolio has grown out of a collaboration of ideas informed by experience and formulated by careful research. There is no magic to this process, only rigorous analysis, a solid understanding of the market and its cycles, a prudent acceptance of risk and, above all, a diversity that would be impossible for most investors to attain on their own. [Begin Photo Caption] [photo of Jennifer Hinman] Jennifer Hinman [End Photo Caption] [photograph of telecommunications tower, vantage point from the ground up] CLOSE-UP: UPHEAVAL IN UTILITIES Industry upheavals can create opportunities for investors with the resources and patience to analyze the situation. In recent years, deregulation converged with excess capacity, limited transmission capability and mounting debt loads to create a challenging environment for many traditional utilities. Consumers have felt the effects of this in various blackouts on both the east and west coasts and in higher electric bills. Weaknesses on corporate balance sheets and throughout the industry became pronounced during the recession of 2001. In that strained environment, high-profile instances of corporate malfeasance came to light. The troubles of companies such as Enron (an energy marketer) helped to foster suspicion and distaste among investors, creating a ripple effect that tarnished many players in the electric and gas industry. "By the spring of 2002, utilities were facing a huge credibility crisis," explains Jennifer Hinman, a fixed-income analyst who covers both high-yield and investment-grade utilities. "Several of the major players were facing liquidity problems, and the capital markets were beginning to dry up for these companies." The effect was similar to a violent storm that shakes both ripe and rotten fruit from the tree. Jennifer adds, "In all my years of utility research, I've never seen so many fallen angels -- investment-grade companies that trade at or are downgraded to high-yield levels." As dire as these conditions were --investors lost billions as several companies filed for bankruptcy -- it was also apparent to Jennifer and her colleagues that some of these battered utilities would undoubtedly survive and emerge, over the long run, as stronger and more attractive entities. But which ones? Jennifer carefully scrutinized the field of wounded companies in close concert with other utility analysts at Capital Research. "We focused our efforts on those companies that we believed could best improve their balance sheets, their liquidity in the market and their management skills," explains Jennifer. "Our equity analysts were extremely helpful," she adds, "because of their long-standing relationships with the managements of these companies and their ability to read management. We kept asking: Are they willing to make the tough decisions? A good operating manager is not necessarily a good turnaround manager. It's a different skill set." Over the past year or so, The Bond Fund of America has selectively added to its utility holdings, based upon Jennifer's recommendations. In many cases, these additions have already increased significantly in value with the economy on the mend and with companies making concerted efforts to repair balance sheets and strengthen operations. ABOUT YOUR FUND The Bond Fund of America is the oldest and largest bond fund in the American Funds family. Because it invests in such a wide variety of bonds, including corporate debt, government debt and mortgage-related securities, the fund is a suitable core holding for many investors. The majority of the fund's holdings are debt securities with a credit rating of A or better. While the fund is permitted to hold bonds rated below investment grade (high yield), it currently targets that exposure to not more than 15% of fund assets. Up to 25% of fund assets may be invested in the debt of corporations and government entities outside the United States. FUND FACTS & FIGURES as of December 31, 2003 Shareholder accounts: 892,416 Net assets: $17 billion Fund inception: May 28, 1974 Dividends paid: Monthly PORTFOLIO QUALITY SUMMARY as of December 31, 2003 [begin pie chart] U.S. government obligations* 12.9% Federal agencies 10.3 AAA 15.8 AA 6.4 A 24.1 BBB 18.9 High yield 8.9 Equity-related securities 0.7 Cash & equivalents 2.0% *Securities guaranteed by the full faith and credit of the U.S. government. [end pie chart] ASSETS AND PORTFOLIO TURNOVER (fiscal years) Fund assets at year end (billions) Portfolio turnover 2003 $17.0 60% 2002 14.5 50 2001 12.0 64 2000 9.5 62 1999 9.5 47 EXPENSE RATIOS The Bond Fund of America (Class A shares) 0.67% Lipper average of A-rated corporate debt funds 0.99 A WEALTH OF EXPERIENCE Experience helps the fund's portfolio counselors put wisdom to work and market events in perspective. The six portfolio counselors who manage The Bond Fund of America bring more than 110 years of experience to this task. Years with Capital David C. Barclay 16 Mark H. Dalzell 16 Abner D. Goldstine 37 Mark R. Macdonald 10 John H. Smet 21 Susan M. Tolson 14 WHO OWNS YOUR FUND? This fund, like every mutual fund, is collectively owned by the shareholders who invest in the fund. The fund's Board of Directors (see page 52 for details) is elected by the shareholders to represent and protect shareholder interests. To this end, they hire Capital Research and Management Company as the investment adviser and manager of the fund's portfolio holdings. INVESTMENT PORTFOLIO, December 31, 2003 [begin pie chart] Corporate bonds 51.2% U.S. Treasury notes & bonds 11.4 Cash & equivalents 2.0 Federal agency mortgage pass-through securities 9.9 Asset-backed securities 6.6 Governments & governmental bodies (Non-U.S.) 5.8 Commercial & other mortgage-backed securities 9.0 Federal agency notes & bonds 1.9 Municipal obligations 1.5 Equity-related securities 0.7% [end pie chart] Principal Market amount (000) value BONDS, NOTES & PREFERRED STOCKS - 97.31% or shares (000) COMMERCIAL BANKS - 8.53% Household Finance Corp.: 5.75% 2007 $ 10,000 $ 10,819 7.875% 2007 35,500 40,597 4.125% 2008 1,000 1,010 6.40% 2008 10,000 11,098 6.375% 2011 38,750 42,737 6.75% 2011 31,500 35,513 6.375% 2012 9,250 10,165 7.00% 2012 14,000 15,991 HSBC Capital Funding LP: (1) 8.03% noncumulative preferred (undated) Euro 20,000 30,479 Series 1, 9.547% noncumulative step-up perpetual preferred (undated) (2) $ 26,000 33,091 Series 2, 10.176% noncumulative step-up perpetual preferred (undated) (2) 32,000 47,033 Midland Bank 1.50% Eurodollar note (undated) (1) 15,000 12,896 HSBC Holdings PLC 5.25% 2012 10,000 10,259 Fuji JGB Investment LLC, Series A, 9.87% noncumulative preferred (undated)(1)(2) 71,025 80,366 IBJ Preferred Capital Co. LLC, Series A, 8.79% noncumulative preferred (undated) (1) (2) 39,700 43,471 SocGen Real Estate Co. LLC, Series A, 7.64% (undated) (1) (2) 79,250 89,622 Societe Generale 7.85% (undated) (1) (2) 17,705 19,833 HBOS PLC 5.375% (undated) (2) 37,000 37,075 HBOS Treasury Services PLC 3.75% 2008 (2) 32,500 32,562 Bank of Scotland 7.00% (undated) (1) (2) 25,000 27,688 HBOS Capital Funding LP, Series A, 6.461% non-cumulative preferred (undated) (1) Pound 3,000 5,817 Halifax Building Society 8.75% 2006 2,500 4,847 Royal Bank of Scotland Group PLC: 8.375% 2007 4,900 9,550 5.00% 2014 $ 3,000 2,979 7.648% (undated) (1) 24,000 28,746 Series 3, 7.816% (undated) 18,000 19,794 National Westminster Bank PLC: (1) 6.625% (undated) Euro 4,700 6,591 7.75% (undated) $ 17,000 19,448 RBS Capital Trust I noncumulative trust preferred 4.709% (undated) 20,910 20,038 J.P. Morgan Chase & Co.: 5.35% 2007 3,285 3,518 4.00% 2008 12,500 12,730 4.50% 2010 12,000 12,113 5.75% 2013 31,000 32,747 J.P. Morgan & Co. Inc., Series A, 6.00% 2009 2,500 2,733 UFJ Finance Aruba AEC 6.75% 2013 30,655 32,751 Tokai Preferred Capital Co. LLC, Series A, 9.98% noncumulative preferred (undated) (1) (2) 22,750 25,980 Abbey National PLC: Series 1-B, 6.69% 2005 5,000 5,410 6.70% (undated) (1) 15,000 16,604 7.35% (undated) (1) (3) 28,000 30,922 BNP U.S. Funding LLC, Series A, 7.738% noncumulative preferred (undated) (1) (2) 19,000 21,733 BNP Paribas Capital Trust 9.003% noncumulative trust preferred (undated) (2) 15,000 18,805 BNP Paribas 5.125% 2015 (2) 9,460 9,444 HVB Funding Trust III 9.00% 2031 (2) 16,490 19,959 Bayer Hypo-Vereinsbank: 6.00% 2014 Euro 10,500 14,157 8.741% 2031 (2) $ 1,500 1,775 HVB Funding Trust VIII 7.055% (undated) Euro 8,000 10,897 NB Capital Corp., Series A, 8.35% exchangeable preferred depositary shares 1,200,000 shares 33,720 National Bank of Canada 1.375% (undated) (1) $ 5,000 3,309 Standard Chartered Bank: 8.00% 2031 (2) 5,000 6,061 1.25% Eurodollar note (undated) (1) 15,000 10,955 1.40% (undated) (1) 5,000 3,756 Standard Chartered Capital Trust I 8.16% (undated) (1) Euro 10,000 14,789 Barclays Bank PLC: (1) (2) 6.86% callable perpetual core tier one notes (undated) $ 18,790 20,457 7.375% (undated) 5,375 6,263 8.55% (undated) 3,500 4,307 Development Bank of Singapore Ltd.: (2) 7.875% 2009 10,000 11,870 7.125% 2011 3,500 4,025 DBS Capital Funding Corp., Series A, 7.657% noncumulative guaranteed preference shares (undated) (1) (2) 11,250 12,976 Bank of America Corp.: 3.625% 2008 Euro 7,500 9,408 3.875% 2008 $ 2,000 2,041 4.375% 2010 10,000 10,040 4.875% 2012 2,000 2,014 BankAmerica Corp.: Series I, 7.125% 2005 1,500 1,607 7.125% 2011 1,750 2,051 Wells Fargo & Co. 3.50% 2008 21,310 21,399 Wells Fargo Financial, Inc. 6.125% 2012 5,000 5,484 Bayerische Landesbank, Series F, 2.50% 2006 26,000 26,338 AB Spintab: 6.00% 2009 SKr 73,000 10,813 7.50% (undated) (1) (2) $ 11,000 12,218 Canadian Imperial Bank of Commerce 1.375% Eurodollar note 2085 (1) 25,000 20,000 SB Treasury Co. LLC, Series A, 9.40% noncumulative preferred (undated) (1) (2) 15,821 18,257 BANK ONE CORP.: 2.625% 2008 6,000 5,776 4.90% 2015 4,000 3,924 BANK ONE, Texas, NA 6.25% 2008 7,250 8,009 Credit Suisse First Boston (USA), Inc. 6.50% 2012 15,000 16,722 Skandinaviska Enskilda Banken AB, 7.50% (undated) (1) 12,500 14,223 Comerica, Inc., Imperial Capital Trust I, Imperial Bancorp, Series B, 9.98% 2026 10,200 12,557 Unicredito Italiano SpA, Series B, 8.048% (undated) (1) Euro 7,000 10,486 United Overseas Bank Ltd. 4.50% 2013 (2) $ 10,000 9,568 State Street Capital Trust II 1.68% 2008 (1) 9,250 9,285 Bank of Nova Scotia 1.375% Eurodollar note (undated) (1) 10,000 8,076 Allfirst Preferred Capital Trust 2.65% 2029 (1) 8,000 8,015 BCI U.S. Funding Trust I 8.01% noncumulative preferred (undated) (1) (2) 6,500 7,484 Lloyds Bank, Series 2, 1.375% (undated) (1) 8,000 6,744 Allied Irish Banks Ltd. 1.688% (undated) (1) 7,000 5,809 Commerzbank AG, Series 360, 6.125% 2011 Euro 4,000 5,451 Wachovia Corp. 3.50% 2008 $ 5,000 4,984 Bergen Bank 1.313% (undated) (1) 5,000 4,035 Christiana Bank Og Kreditkasse 1.50% (undated) (1) 4,000 3,140 Zions Bancorp. 6.00% 2015 2,675 2,812 UnionBanCal Corp. 5.25% 2013 2,000 2,024 1,445,675 DIVERSIFIED TELECOMMUNICATION SERVICES - 4.57% Sprint Capital Corp.: 7.90% 2005 12,000 12,788 7.125% 2006 1,750 1,894 6.00% 2007 35,315 37,749 7.625% 2011 73,420 82,436 8.375% 2012 19,018 22,254 6.90% 2019 56,846 58,235 6.875% 2028 5,000 4,896 British Telecommunications PLC: (1) 8.375% 2010 43,590 53,130 8.875% 2030 22,500 29,527 France Telecom: (1) 8.45% 2006 6,050 6,762 9.00% 2011 50,000 60,152 Orange PLC 8.75% 2006 8,000 9,020 AT&T Corp.: (1) 7.00% 2006 (3) 25,000 27,667 7.80% 2011 39,750 45,833 Verizon Global Funding Corp.: 7.25% 2010 34,250 39,500 7.375% 2012 7,835 9,097 Verizon Virginia Inc., Series A, 4.625% 2013 18,000 17,387 Verizon New York Inc., Series A, 6.875% 2012 5,250 5,820 Telecom Italia SpA: Series A, 4.00% 2008 (2) 1,270 1,280 6.25% 2012 Euro 15,000 20,532 Series B, 5.25% 2013 (2) $ 34,000 34,146 Sogerim SA 7.00% 2011 Euro 1,400 1,995 Deutsche Telekom International Finance BV: 8.25% 2005 (1) $ 5,000 5,426 7.50% 2007 (1) Euro 3,500 4,918 3.875% 2008 $ 1,100 1,105 8.50% 2010 (1) 1,000 1,211 8.125% 2012 (1) Euro 3,910 6,032 9.25% 2032 (1) $ 12,750 17,559 VoiceStream Wireless Corp. 10.375% 2009 1 1 Hellenic Exchangeable Finance SCA 2.00% exchangeable bonds 2005 Euro 22,000 30,031 Qwest Services Corp.: (2) 13.00% 2007 $ 11,209 13,227 13.50% 2010 2,666 3,253 14.00% 2014 5,451 6,964 Koninklijke KPN NV 8.00% 2010 17,125 20,519 Singapore Telecommunications Ltd.: 6.375% 2011 4,575 5,066 6.375% 2011 (2) 225 249 7.375% 2031 (2) 10,000 11,850 TELUS Corp.: 7.50% 2007 8,250 9,241 8.00% 2011 5,250 6,149 PCCW-HKT Capital Ltd. 7.75% 2011 (2) 12,375 14,550 Comcast UK Cable Partners Ltd. 11.20% 2007 12,790 12,982 NTELOS, Inc. 9.00% convertible notes 2013 (2) (4) 11,915 12,136 Telefonica Europe BV 5.125% 2013 Euro 7,600 9,823 GT Group Telecom Inc., units, 0%/13.25% 2010 (2) (4) (5) (6) (7) $ 2,753 6 NTL Europe, Inc., Series A, 10.00% preferred 2023 100 shares 1 XO Communications, Inc. 14.00% preferred 2009 (8) (9) 24 - 774,399 AUTOMOBILES - 4.37% General Motors Acceptance Corp.: 7.50% 2005 $ 40,000 43,004 6.125% 2007 5,000 5,375 6.15% 2007 7,500 8,044 5.85% 2009 15,000 15,902 5.75% 2010 (2) Euro 7,000 9,043 7.75% 2010 $ 26,386 29,947 6.875% 2011 83,350 89,913 7.25% 2011 17,000 18,677 6.875% 2012 52,100 56,142 7.00% 2012 14,500 15,614 8.00% 2031 35,750 40,266 General Motors Corp.: 7.25% 2013 Euro 9,000 12,547 Series B, 5.25% convertible debentures 2032 $ 525 14,107 Ford Motor Credit Co.: 6.875% 2006 46,000 49,120 6.50% 2007 2,000 2,132 5.625% 2008 10,000 10,277 5.80% 2009 17,000 17,526 7.375% 2009 20,000 21,989 7.875% 2010 7,350 8,223 7.25% 2011 28,500 30,956 7.375% 2011 78,625 85,815 Ford Motor Co. Capital Trust II 6.50% cumulative convertible trust preferred 2032 351,600 shares 19,637 Ford Motor Co. 7.45% 2031 $ 7,100 7,196 DaimlerChrysler North America Holding Corp.: 7.75% 2005 18,462 19,875 6.40% 2006 19,000 20,368 4.05% 2008 40,400 40,165 4.75% 2008 4,800 4,916 7.75% 2011 4,000 4,581 7.30% 2012 19,750 22,024 6.50% 2013 16,750 17,677 741,058 INSURANCE - 4.08% International Lease Finance Corp.: 3.75% 2007 15,000 15,310 4.35% 2008 21,000 21,454 4.50% 2008 29,500 30,494 Series O, 4.55% 2009 18,600 18,583 5.875% 2013 9,700 10,238 AIG SunAmerica Global Financing VII 5.85% 2008 (2) 16,750 18,270 Prudential Holdings, LLC, Series C, 8.695% 2023 (2) (10) 76,875 95,172 PRICOA Global Funding I, Series 2003-2, 3.90% 2008 (2) 5,000 5,008 Prudential Insurance Co. of America 6.375% 2006 (2) 4,000 4,360 Prudential Funding LLC 6.60% 2008 (2) 3,000 3,343 ReliaStar Financial Corp.: 8.625% 2005 5,000 5,343 8.00% 2006 23,160 26,198 6.50% 2008 6,016 6,651 ING Capital Funding Trust III 8.439% noncumulative preferred (undated) (1) 19,750 23,947 Ing Verzekeringen NV 6.25% 2021 (1) Euro 3,750 5,092 ING Bank NV 5.50% 2012 3,750 5,009 International Nederland Bank NV 5.125% 2015 (2) $ 2,500 2,497 Allstate Financial Global Funding LLC: (2) 5.25% 2007 26,500 28,505 4.25% 2008 7,500 7,679 Allstate Corp. 6.75% 2018 15,000 17,105 Allstate Financing II 7.83% 2045 6,940 7,797 Monumental Global Funding Trust II: (2) 2001-B, Series B, 6.05% 2006 11,025 11,849 2002-A, Series A, 5.20% 2007 17,500 18,685 AEGON NV: 4.625% 2008 Euro 7,750 9,989 6.125% 2031 Pound 1,600 3,121 Transamerica Corp. 9.375% 2008 $ 7,500 8,922 Monumental Global Funding Ltd., Series 2001-N, 5.75% 2007 Pound 1,840 3,320 Mangrove Bay Pass Through Trust 6.102% 2033 (1) (2) $ 48,670 48,271 XL Capital Finance (Europe) PLC 6.50% 2012 6,455 7,076 Nationwide Mutual Insurance Co. 7.875% 2033 (2) 26,750 31,042 Nationwide Life Insurance Co. 5.35% 2007 (2) 4,250 4,579 MetLife, Inc. 3.911% 2005 31,730 32,641 Principal Life Global Funding I 4.40% 2010 (2) 26,600 26,817 ACE Ltd., Series C, preferred depositary shares 680,000 shares 18,741 ACE Capital Trust II 9.70% 2030 $ 2,413 3,157 ACE INA Holdings Inc. 8.875% 2029 2,450 3,068 Jackson National Life Global Funding, Series 2002-1, 5.25% 2007 (2) 23,125 24,820 Hartford Financial Services Group, Inc.: 2.375% 2006 2,000 1,991 4.70% 2007 14,250 14,983 Travelers Property Casualty Corp.: 3.75% 2008 5,500 5,529 5.00% 2013 10,000 10,025 CNA Financial Corp.: 6.75% 2006 3,000 3,200 6.60% 2008 3,458 3,645 7.25% 2023 5,850 5,871 United Energy Distribution Pty Ltd., AMBAC insured, 4.70% 2011 (2) 10,000 10,160 Lincoln National Corp.: 6.20% 2011 1,270 1,388 7.00% 2018 6,275 7,265 Munich Re Finance BV 6.75% 2023 Euro 5,850 8,164 John Hancock Global Funding II, Series 2002-G, 5.00% 2007 (2) $ 5,000 5,316 691,690 WIRELESS TELECOMMUNICATION SERVICES - 3.77% AT&T Wireless Services, Inc.: 7.875% 2011 32,775 37,989 8.125% 2012 74,590 87,878 8.75% 2031 7,025 8,698 Tritel PCS, Inc. 10.375% 2011 26,278 31,458 TeleCorp PCS, Inc. 10.625% 2010 6,046 7,070 Verizon Wireless Capital LLC and Cellco Partnership 5.375% 2006 (3) 120,815 129,027 Vodafone Group PLC: 4.25% 2009 Euro 7,000 8,872 7.75% 2010 $ 56,410 66,957 5.375% 2015 8,215 8,312 American Tower Corp.: 9.375% 2009 49,925 53,420 5.00% convertible debentures 2010 21,000 20,107 Nextel Communications, Inc.: 6.875% 2013 9,675 10,280 7.375% 2015 16,325 17,631 Dobson Communications Corp.: Series F, 6.00% convertible preferred (2) 15,400 shares 2,618 13.00% senior exchangeable preferred 2009 (8) 11,335 12,128 8.875% 2013 (2) $ 11,320 11,518 Nextel Partners, Inc.: 12.50% 2009 2,051 2,389 11.00% 2010 13,066 14,503 8.125% 2011 8,375 8,961 Cricket Communications, Inc.: (1) (6) 6.188% 2007 16,535 10,582 6.375% 2007 5,725 3,664 6.625% 2007 6,850 4,384 9.50% 2007 10,500 6,720 Centennial Cellular Corp. 10.75% 2008 18,300 19,398 Crown Castle International Corp.: 10.75% 2011 5,000 5,650 7.50% 2013 (2) 3,225 3,257 Series B, 7.50% 2013 (2) 6,200 6,262 AirGate PCS, Inc. 0%/13.50% 2009 (5) 21,000 14,910 Triton PCS, Inc.: 8.75% 2011 2,500 2,475 9.375% 2011 4,000 4,100 8.50% 2013 2,500 2,700 mmO2 6.375% 2007 Euro 6,500 8,805 Cellco Finance NV 12.75% 2005 $ 3,500 3,902 Millicom International Cellular SA 10.00% 2013 (2) 1,500 1,590 Rogers Cantel Inc. 9.75% 2016 1,250 1,512 639,727 MEDIA - 3.34% Liberty Media Corp.: 7.75% 2009 8,250 9,472 7.875% 2009 43,520 50,482 5.70% 2013 750 760 8.50% 2029 17,500 21,272 8.25% 2030 32,125 38,575 Tele-Communications, Inc.: 9.80% 2012 17,500 22,862 7.875% 2013 10,750 12,747 Comcast Cable Communications, Inc.: 8.375% 2007 7,000 8,123 6.875% 2009 7,194 8,121 Comcast Corp. 6.50% 2015 8,000 8,701 Lenfest Communications, Inc. 7.625% 2008 6,750 7,601 AOL Time Warner Inc. 6.875% 2012 40,000 45,099 Clear Channel Communications, Inc.: 6.00% 2006 7,050 7,626 6.625% 2008 5,375 5,977 7.65% 2010 10,000 11,724 Chancellor Media Corp. of Los Angeles 8.00% 2008 16,000 18,600 Viacom Inc.: 6.40% 2006 5,000 5,402 5.625% 2007 6,600 7,141 7.70% 2010 13,000 15,558 6.625% 2011 13,000 14,780 Univision Communications Inc. 7.85% 2011 30,305 36,080 Young Broadcasting Inc.: Series B, 9.00% 2006 1,528 1,534 Series B, 8.75% 2007 14,102 14,525 8.50% 2008 (2) 3,500 3,780 10.00% 2011 12,317 13,333 Antenna TV SA: 9.00% 2007 6,750 6,792 9.75% 2008 Euro 15,000 19,393 Emmis Communications Corp. 0%/12.50% 2011 (5) $ 24,213 22,548 News America Holdings Inc.: 6.625% 2008 12,900 14,361 8.625% 2014 A$ 5,150 3,912 Cinemark USA, Inc. 9.00% 2013 $ 9,925 11,215 Hollinger Participation Trust 12.125% 2010 (1) (2) (8) 8,907 10,622 Cox Radio, Inc.: 6.375% 2005 8,000 8,418 6.625% 2006 1,965 2,126 Century Communications Corp. 0% 2003 (11) 5,000 4,450 Adelphia Communications Corp.: 10.25% 2006 (6) 3,500 3,273 Series B, 13.00% preferred 2009 (9) 50,565 shares 771 FrontierVision 11.00% 2006 (6) $ 700 752 AMC Entertainment Inc. 9.50% 2009 8,250 8,539 Gannett Co., Inc. 4.95% 2005 8,000 8,321 Regal Cinemas Corp., Series B, 9.375% 2012 7,250 8,229 Carmike Cinemas, Inc., Series B, 10.375% 2009 7,675 8,097 TransWestern Publishing Co. LLC, Series F, 9.625% 2007 7,510 7,810 Telenet Group Holding NV 0%/11.50% 2014 (2) (5) 11,250 7,144 Charter Communications Holdings, LLC 0%/9.92% 2011 (5) 1,700 1,462 CCO Holdings, LLC and CCO Holdings Capital Corp. 8.75% 2013 (2) 4,000 4,090 RBS Participacoes SA 11.00% 2007 (2) 7,250 5,474 Radio One, Inc., Series B, 8.875% 2011 4,000 4,430 EchoStar DBS Corp. 9.125% 2009 2,750 3,090 Globo Comunicacoes e Participacoes Ltda., Series B: (6) 10.50% 2006 (2) 1,990 896 10.50% 2006 690 311 566,401 ELECTRIC UTILITIES - 2.52% Israel Electric Corp. Ltd.: (2) 7.75% 2009 17,000 19,227 7.95% 2011 3,250 3,679 7.70% 2018 8,500 9,337 7.875% 2026 15,000 16,124 7.75% 2027 15,545 16,236 8.10% 2096 12,000 11,923 Edison Mission Energy: 10.00% 2008 5,200 5,421 7.73% 2009 9,375 8,977 9.875% 2011 29,410 30,733 Homer City Funding LLC 8.734% 2026 (10) 20,200 21,816 Midwest Generation, LLC, Series B, 8.56% 2016 (10) 8,000 8,349 Exelon Generation Co., LLC 6.95% 2011 22,975 25,847 Commonwealth Edison Co.: Series 99, 3.70% 2008 7,125 7,161 First Mortgage Bonds, Series 102, 4.74% 2010 12,500 12,797 Series 101, 4.70% 2015 3,000 2,927 PECO Energy Co., First and Refunding Mortgage Bonds: 3.50% 2008 5,000 4,992 4.75% 2012 3,900 3,896 Exelon Corp. 6.75% 2011 6,200 6,937 Virginia Electric and Power Co.: Series 2002-A, 5.375% 2007 14,140 15,092 Series 2003-D, 4.75% 2013 22,000 21,787 Dominion Resources, Inc., Series 2002-C, 5.70% 2012 (1) 1,000 1,056 Cilcorp Inc.: 8.70% 2009 1,000 1,208 9.375% 2029 21,830 29,446 Alabama Power Co.: Series U, 2.65% 2006 20,500 20,644 4.70% 2010 2,250 2,302 Southern Power Co., Series B, 6.25% 2012 2,500 2,706 Progress Energy, Inc.: 5.85% 2008 2,500 2,684 7.10% 2011 5,000 5,643 6.85% 2012 4,000 4,466 7.00% 2031 2,500 2,686 Progress Energy Florida, Inc., First Mortgage Bonds 4.80% 2013 7,000 6,966 SP PowerAssets Ltd.: (2) 3.80% 2008 10,000 10,052 5.00% 2013 8,000 8,061 Niagara Mohawk Power Corp., Series G, 7.75% 2008 14,460 16,801 Consolidated Edison Co. of New York, Inc.: Series 2003-A, 3.625% 2008 6,000 6,007 Series B, 3.85% 2013 5,000 4,648 Series 2003-C, 5.10% 2033 1,000 908 Series 2003-A, 5.875% 2033 1,000 1,017 Oncor Electric Delivery Co. 6.375% 2012 10,700 11,778 PacifiCorp, First Mortgage Bonds: 4.30% 2008 2,500 2,556 5.45% 2013 7,500 7,796 Tri-State Generation and Transmission Association, Inc., Series 2003-A, 6.04% 2018 (2) 8,700 8,942 MidAmerican Energy Co. 5.125% 2013 7,500 7,644 E.ON International Finance BV 5.75% 2009 Euro 5,000 6,809 Wisconsin Gas Co. 5.20% 2015 $ 1,000 1,013 427,097 INDUSTRIAL CONGLOMERATES - 2.08% General Electric Capital Corp., Series A: 5.00% 2007 21,500 22,919 5.375% 2007 13,250 14,262 3.50% 2008 29,000 29,058 6.00% 2012 15,000 16,294 General Electric Co. 5.00% 2013 32,750 33,181 Hutchison Whampoa International Ltd.: (2) 7.00% 2011 33,125 36,458 6.50% 2013 47,200 49,260 6.25% 2014 20,000 20,353 Tyco International Group SA: 6.125% 2008 14,500 15,588 6.125% 2009 11,750 12,631 6.375% 2011 46,265 49,677 6.00% 2013 (2) 2,500 2,588 Swire Pacific Capital Ltd. 8.84% cumulative guaranteed perpetual capital securities (2) 1,670,000 shares 44,255 Swire Pacific Offshore Financing Ltd. 9.33% cumulative guaranteed perpetual 230,000 6,095 preferred capital securities (2) 352,619 CONSUMER FINANCE - 1.61% SLM Corp., Series A: 3.625% 2008 $ 5,500 5,482 3.95% 2008 27,500 27,801 4.00% 2009 5,000 5,040 5.375% 2013 5,450 5,602 5.00% 2015 13,000 12,853 USA Education, Inc. 5.625% 2007 45,150 48,964 Capital One Financial Corp.: 7.25% 2006 12,250 13,263 8.75% 2007 18,410 20,753 7.125% 2008 4,250 4,596 6.25% 2013 10,000 10,271 Capital One Bank: 8.25% 2005 2,000 2,164 6.875% 2006 2,000 2,165 5.75% 2010 11,500 12,182 6.50% 2013 6,000 6,302 MBNA Corp.: Series F, 7.50% 2012 8,700 10,124 5.00% 2015 7,450 7,243 MBNA Capital A, Series A, 8.278% 2026 7,500 8,175 Series B, 1.963% 2027 (1) 32,800 28,537 MBNA Europe Funding PLC 6.50% 2007 Euro 5,000 6,788 Providian Financial Corp., Series A, 9.525% 2027 (2) $ 16,750 15,787 Advanta Capital Trust I, Series B, 8.99% 2026 12,500 9,813 American Express Credit Corp. 3.00% 2008 9,060 8,876 272,781 PAPER & FOREST PRODUCTS - 1.26% Weyerhaeuser Co.: 5.95% 2008 16,125 17,351 5.25% 2009 11,875 12,348 6.75% 2012 21,250 23,219 Scotia Pacific Co. LLC, Series B: Class A-1, 6.55% 2028 (10) 783 736 Class A-2, 7.11% 2028 (10) 31,400 24,297 Class A-3, 7.71% 2028 19,143 12,252 SCA Coordination Center NV 4.50% 2015 (2) 39,500 37,017 Georgia-Pacific Corp.: 7.50% 2006 4,800 5,100 8.125% 2011 7,000 7,735 9.50% 2022 13,115 13,705 Potlatch Corp. 10.00% 2011 11,450 12,824 UPM-Kymmene Corp. 6.125% 2012 Euro 7,500 10,208 Kappa Beheer BV 0%/12.50% 2009 (5) 6,000 7,795 Packaging Corp. of America: 4.375% 2008 $ 3,500 3,507 5.75% 2013 4,000 4,048 MeadWestvaco Corp. 2.75% 2005 7,180 7,123 Norske Skogindustrier ASA 6.125% 2015 (2) 6,500 6,598 International Paper Co. 5.375% 2006 Euro 4,500 5,887 Pindo Deli Finance Mauritius Ltd. 10.25% 2002 (11) $ 6,000 1,260 Indah Kiat Finance Mauritius Ltd. 10.00% 2007 (6) 2,250 923 APP International Finance Co. BV 11.75% 2005 (6) 275 105 214,038 REAL ESTATE - 1.08% EOP Operating LP: 7.75% 2007 2,000 2,295 6.75% 2008 24,500 27,277 6.75% 2012 8,250 9,127 7.50% 2029 3,420 3,839 Equity Office Properties Trust, Series B, 5.25% convertible preferred 2008 70,400 shares 3,521 Kimco Realty Corp.: Series B, 7.68% 2005 $ 4,250 4,664 Series C, 3.95% 2008 5,000 5,014 6.00% 2012 13,500 14,358 Price REIT, Inc. 7.50% 2006 2,760 3,128 Rouse Co.: 7.20% 2012 18,450 20,831 5.375% 2013 1,000 997 Irvine Co., Class A, 7.46% 2006 (2) (4) 15,000 16,305 Irvine Apartment Communities, LP 7.00% 2007 5,000 5,446 Hospitality Properties Trust: 7.00% 2008 1,000 1,068 6.75% 2013 19,370 20,329 United Dominion Realty Trust, Inc., Series E, 4.50% 2008 19,000 19,350 Simon Property Group, LP 4.875% 2010 12,000 12,248 New Plan Realty Trust, Series D, 7.80% preferred cumulative step-up premium rate 112,500 shares 6,047 Nationwide Health Properties, Inc., Series A, 7.677% preferred cumulative 50,000 4,650 step-up premium rate ERP Operating LP 6.625% 2012 $ 2,000 2,225 182,719 DIVERSIFIED FINANCIAL SERVICES - 1.07% CIT Group Inc.: 4.125% 2006 25,000 25,883 5.75% 2007 20,500 22,138 7.375% 2007 12,500 14,129 4.00% 2008 14,000 14,173 6.875% 2009 31,000 34,873 7.75% 2012 26,875 31,801 AT&T Capital Corp., Series F, 6.60% 2005 11,750 12,364 Citigroup Inc.: 3.50% 2008 20,000 20,094 5.625% 2012 5,675 6,001 181,456 HEALTH CARE PROVIDERS & SERVICES - 0.97% HCA Inc.: 7.125% 2006 9,565 10,369 5.25% 2008 4,700 4,795 6.95% 2012 3,000 3,222 6.25% 2013 24,860 25,491 6.75% 2013 7,000 7,437 Columbia/HCA Healthcare Corp.: 6.91% 2005 14,410 15,184 7.00% 2007 5,260 5,763 8.85% 2007 5,990 6,777 7.25% 2008 5,000 5,495 8.70% 2010 1,750 2,074 7.69% 2025 5,000 5,291 HCA - The Healthcare Co. 8.75% 2010 2,725 3,249 Humana Inc.: 7.25% 2006 5,000 5,466 6.30% 2018 18,300 19,311 UnitedHealth Group Inc.: 7.50% 2005 13,000 14,278 5.20% 2007 8,000 8,567 Aetna Inc.: 7.375% 2006 14,430 15,884 7.875% 2011 4,635 5,487 164,140 OIL & GAS - 0.94% ConocoPhillips: 3.625% 2007 14,500 14,630 4.75% 2012 32,500 32,695 Pemex Finance Ltd.: 8.875% 2010 (10) 24,000 28,810 Series 1999-2, Class A-3, 10.61% 2017 (10) 11,700 15,366 Pemex Project Funding Master Trust 8.625% 2022 750 834 Western Oil Sands Inc. 8.375% 2012 9,550 10,923 Reliance Industries Ltd. 10.25% 2097 (2) 8,750 9,561 ChevronTexaco Capital Co. 3.50% 2007 7,000 7,135 Pogo Producing Co. 10.375% 2009 6,500 6,923 OXYMAR 7.50% 2016 (2) 5,500 5,940 Devon Financing Corp., ULC 6.875% 2011 4,750 5,394 Newfield Exploration Co.: 7.625% 2011 2,500 2,800 8.375% 2012 2,150 2,419 Teekay Shipping Corp. 8.875% 2011 4,250 4,845 Premcor Refining Group Inc. 7.75% 2012 (2) 2,000 2,070 Port Arthur Finance Corp. 12.50% 2009 (10) 1,388 1,655 PETRONAS Capital Ltd. 7.00% 2012 (2) 2,250 2,568 PDVSA Finance Ltd., Series 1998-1B, 6.65% 2006 (10) 2,250 2,289 Petrozuata Finance, Inc., Series B, 8.22% 2017 (2) (10) 1,850 1,711 158,568 HOTELS, RESTAURANTS & LEISURE - 0.93% Six Flags, Inc.: 9.50% 2009 3,375 3,552 8.875% 2010 11,850 12,220 9.75% 2013 10,250 10,839 Premier Parks Inc. 9.75% 2007 2,000 2,098 Carnival Corp.: 3.75% 2007 (2) 8,500 8,523 6.15% 2008 15,913 17,345 MGM Mirage, Inc. 8.50% 2010 6,850 7,895 MGM Grand, Inc. 6.95% 2005 5,000 5,225 Circus and Eldorado Joint Venture and Silver Legacy Resort Casino 10.125% 2012 12,025 12,536 International Game Technology: 7.875% 2004 8,000 8,168 8.375% 2009 2,000 2,397 Buffets, Inc. 11.25% 2010 7,500 8,081 Station Casinos, Inc. 8.375% 2008 7,000 7,534 Mandalay Resort Group, Series B, 10.25% 2007 6,175 7,163 Eldorado Resorts LLC 10.50% 2006 7,033 7,138 YUM Brands, Inc. 7.70% 2012 5,000 5,781 Perkins Family Restaurants, LP, Perkins Finance Corp., Series B, 10.125% 2007 4,793 4,913 Hilton Hotels Corp.: 7.625% 2008 1,000 1,118 7.625% 2012 2,750 3,104 Boyd Gaming Corp. 9.25% 2009 3,500 3,929 Hyatt Equities, LLC 6.875% 2007 (2) 3,185 3,424 Royal Caribbean Cruises Ltd.: 7.00% 2007 1,400 1,491 8.75% 2011 1,625 1,844 Jupiters Ltd. 8.50% 2006 3,000 3,285 Sbarro, Inc. 11.00% 2009 3,015 2,397 Horseshoe Gaming Holding Corp., Series B, 8.625% 2009 2,000 2,123 Argosy Gaming Co. 9.00% 2011 1,250 1,391 Coast Hotels and Casinos, Inc. 9.50% 2009 1,000 1,063 Starwood Hotels & Resorts Worldwide, Inc. 7.375% 2007 250 271 AMF Bowling Worldwide, Inc. 0% convertible debentures 2018 (2) (4) (6) 11,084 1 156,849 MULTILINE RETAIL - 0.87% J.C. Penney Co., Inc.: Series A, 6.50% 2007 4,000 4,265 7.60% 2007 5,350 5,932 7.375% 2008 2,000 2,233 6.875% 2015 1,425 1,505 7.65% 2016 13,300 14,647 7.95% 2017 38,575 44,024 8.25% 2022 (10) 4,547 4,723 7.40% 2037 1,625 1,773 7.625% 2097 18,055 18,619 Target Corp.: 5.95% 2006 10,000 10,815 3.375% 2008 20,830 20,841 Kmart Corp. Pass Through Trust, Series 1995 K-2, 9.78% 2020 (10) (12) 10,604 4,884 DR Securitized Lease Trust, Series 1994 K-2, 9.35% 2019 (10) (12) 7,382 4,138 Sears Roebuck Acceptance Corp. 6.70% 2012 5,000 5,522 Kohl's Corp. 7.375% 2011 1,500 1,799 Dillard's, Inc.: 6.43% 2004 150 153 6.625% 2018 1,000 960 146,833 MULTI-UTILITIES & UNREGULATED POWER - 0.75% Drax Group Ltd.: (1) (2) Class A-1, 6.066% 2015 Pound 4,603 7,655 Class B, 5.566% 2025 3,894 5,764 Drax Group Ltd., Class A-2, unit, 7.566% 2015 (1) (2) (13) 5,293 9,912 AES Trust VII 6.00% convertible preferred 2008 318,500 shares 14,651 AES Corp.: 9.50% 2009 $ 927 1,032 9.375% 2010 803 894 El Paso Corp. 7.75% 2032 18,000 15,435 Constellation Energy Group, Inc. 6.125% 2009 10,500 11,546 Baltimore Gas and Electric Co. 5.20% 2033 3,000 2,736 Old Dominion Electric Cooperative, Series 2003-A, 5.676% 2028 (10) 13,500 13,885 Duke Energy Corp.: First and Refunding Mortgage Bonds 4.50% 2010 4,500 4,597 Series D, 7.375% 2010 6,750 7,789 Veolia Environnement 4.875% 2013 Euro 8,000 9,932 NGG Finance PLC 6.125% 2011 6,980 9,545 Equitable Resources, Inc.: 5.15% 2012 $ 4,250 4,377 5.15% 2018 2,500 2,454 RWE Finance BV 5.50% 2007 Euro 4,000 5,351 127,555 COMMERCIAL SERVICES & SUPPLIES - 0.67% Cendant Corp.: 6.875% 2006 $ 16,505 18,121 6.25% 2008 7,500 8,190 7.375% 2013 26,660 30,622 PHH Corp.: 6.00% 2008 1,000 1,077 7.125% 2013 750 842 Allied Waste North America, Inc.: Series B, 7.625% 2006 3,000 3,173 8.50% 2008 8,750 9,778 Series B, 8.875% 2008 6,250 7,031 10.00% 2009 17,850 19,367 6.50% 2010 (2) 4,000 4,120 KinderCare Learning Centers, Inc., Series B, 9.50% 2009 8,000 8,160 Stericycle, Inc., Series B, 12.375% 2009 1,461 1,687 Waste Management, Inc. 7.375% 2010 1,000 1,157 113,325 ELECTRONIC EQUIPMENT & INSTRUMENTS - 0.65% Solectron Corp.: Series B, 7.375% 2006 4,775 4,966 9.625% 2009 27,875 31,220 0% LYON convertible notes 2020 85,400 48,892 SCI Systems, Inc. 3.00% convertible subordinated debentures 2007 12,000 11,400 Celestica Inc. 0% convertible debentures 2020 14,000 7,473 Flextronics International Ltd. 9.75% 2010 Euro 2,750 3,797 Jabil Circuit, Inc. 5.875% 2010 $ 2,750 2,872 110,620 METALS & MINING - 0.58% BHP Finance (USA) Ltd.: 6.69% 2006 10,000 10,985 8.50% 2012 20,000 25,555 Corporacion Nacional del Cobre de Chile: 6.375% 2012 (2) 7,625 8,266 6.375% 2012 300 325 5.50% 2013 (2) 12,000 12,205 Alcan, Inc. 5.20% 2014 13,325 13,495 Inco Ltd.: 7.75% 2012 1,700 1,986 7.20% 2032 7,750 8,499 AK Steel Corp. 7.75% 2012 6,650 5,719 Luscar Coal Ltd. 9.75% 2011 4,000 4,550 Earle M. Jorgensen Co. 9.75% 2012 3,600 4,014 Kaiser Aluminum & Chemical Corp. 12.75% 2003 (11) 7,250 1,595 Steel Dynamics, Inc. 9.50% 2009 1,250 1,394 98,588 CHEMICALS - 0.56% Dow Chemical Co.: 5.75% 2008 11,100 11,914 5.75% 2009 6,250 6,700 6.00% 2012 33,500 35,323 Equistar Chemicals, LP: 6.50% 2006 7,800 7,917 8.75% 2009 5,000 5,250 Lyondell Chemical Co.: Series A, 9.625% 2007 5,500 5,858 11.125% 2012 2,500 2,788 ICI Wilmington, Inc.: 4.375% 2008 2,185 2,179 5.625% 2013 16,965 17,079 95,008 COMMUNICATIONS EQUIPMENT - 0.56% Motorola, Inc.: 8.00% 2011 58,530 69,344 7.50% 2025 14,500 15,802 6.50% 2028 3,695 3,671 5.22% 2097 6,250 4,722 Juniper Networks, Inc. 4.75% convertible subordinated notes 2007 1,037 1,063 94,602 MACHINERY - 0.52% John Deere Capital Corp.: 3.90% 2008 30,000 30,516 5.10% 2013 15,000 15,395 Deere & Co. 8.95% 2019 5,000 6,175 Terex Corp.: 9.25% 2011 7,250 8,011 Class B, 10.375% 2011 5,725 6,441 Cummins Capital Trust I 7.00% QUIPS convertible preferred 2031 (2) 180,000 shares 11,385 Caterpillar Financial Services Corp.: Series F, 2.35% 2006 $ 5,000 4,977 2.70% 2008 6,345 6,137 89,037 FOOD & STAPLES RETAILING - 0.49% CVS Corp.: (2) 6.117% 2013 (10) 31,959 34,405 5.789% 2026 15,500 15,489 SUPERVALU INC 7.50% 2012 11,510 13,096 Wal-Mart Stores, Inc. 3.375% 2008 12,000 11,903 Delhaize America, Inc.: 7.375% 2006 1,500 1,620 9.00% 2031 3,000 3,660 Pathmark Stores, Inc. 8.75% 2012 1,850 1,943 Great Atlantic & Pacific Tea Co., Inc. 9.125% 2011 300 276 9.375% QUIBS preferred 2039 18,500 shares 436 82,828 SPECIALTY RETAIL - 0.48% Toys "R" Us, Inc.: 7.875% 2013 $ 19,410 20,915 7.375% 2018 28,195 28,238 Office Depot, Inc.: 10.00% 2008 6,500 7,768 6.25% 2013 5,445 5,728 Lowe's Companies, Inc. 8.25% 2010 8,450 10,309 PETCO Animal Supplies, Inc. 10.75% 2011 5,375 6,316 Gap, Inc. 6.90% 2007 1,300 1,441 80,715 AEROSPACE & DEFENSE - 0.47% BAE SYSTEMS 2001 Asset Trust, Series 2001: (2) (10) Class B, 7.156% 2011 34,596 37,785 Class G, MBIA insured, 6.664% 2013 32,693 36,153 General Dynamics Corp. 4.50% 2010 5,000 5,118 79,056 IT SERVICES - 0.46% Electronic Data Systems Corp.: 7.125% 2005 (2) 9,500 9,979 7.125% 2009 15,395 16,458 Series B, 6.00% 2013 (1) 52,800 51,995 78,432 ROAD & RAIL - 0.43% Union Pacific Railroad Co. Pass Through Trust: (10) Series 2001-1, 6.63% 2022 8,000 9,044 Series 2002-1, 6.061% 2023 17,500 18,929 Series 2003-1, 4.698% 2024 5,378 5,182 Burlington Northern and Santa Fe Railway Co. Pass-Through Trust: (10) Series 1996-B, 6.96% 2009 2,745 2,855 Series 2002-2, 5.14% 2021 12,500 12,352 Series 2002-1, 5.943% 2022 10,500 11,031 Southern Capital Corp. Pass Through Trust, Series 2002-1, Class G, MBIA insured, 9,473 9,882 5.70% 2023 (2) (10) TFM, SA de CV: 11.75% 2009 1,855 1,915 12.50% 2012 2,145 2,456 73,646 THRIFTS & MORTGAGE FINANCE - 0.39% Washington Mutual, Inc.: 7.50% 2006 12,000 13,414 5.625% 2007 11,000 11,864 4.375% 2008 12,500 12,862 4.00% 2009 5,000 5,014 Washington Mutual Bank, FA 6.875% 2011 10,000 11,357 Washington Mutual Finance 8.25% 2005 10,000 10,912 65,423 AUTO COMPONENTS - 0.38% ArvinMeritor, Inc. 8.75% 2012 11,685 13,438 Meritor Automotive, Inc. 6.80% 2009 6,500 6,858 Visteon Corp. 8.25% 2010 15,440 17,136 Delphi Trust II, trust preferred securities, 6.197% 2033 (1) 8,750 8,842 Delphi Corp. 6.50% 2013 4,000 4,208 Tenneco Automotive Inc., Series B, 11.625% 2009 7,000 7,595 Lear Corp., Series B, 8.11% 2009 3,580 4,229 Dura Operating Corp., Series B, 8.625% 2012 1,500 1,605 63,911 SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT - 0.34% Conexant Systems, Inc. 4.00% convertible subordinated notes 2007 14,700 14,075 Micron Technology, Inc. 6.50% 2005 (2) 11,000 10,945 Hyundai Semiconductor America, Inc. 8.625% 2007 (2) 10,150 9,340 ON Semiconductor Corp. 13.00% 2008 (1) 5,750 6,713 Fairchild Semiconductor Corp. 10.50% 2009 4,675 5,236 Amkor Technology, Inc.: 9.25% 2008 500 570 7.75% 2013 3,750 4,041 TriQuint Semiconductor, Inc. 4.00% convertible subordinated notes 2007 3,650 3,522 Cypress Semiconductor Corp. 3.75% convertible subordinated notes 2005 2,994 2,994 57,436 FOOD PRODUCTS - 0.32% Nabisco, Inc.: 7.05% 2007 6,500 7,317 7.55% 2015 5,105 6,122 6.375% 2035 (1) 12,300 12,840 Kraft Foods Inc. 6.25% 2012 945 1,032 Burns Philp Capital Pty Ltd.: (2) 10.75% 2011 1,500 1,643 9.75% 2012 17,125 18,409 Cadbury Schweppes US Finance LLC 5.125% 2013 (2) 4,750 4,728 Fage Dairy Industry SA 9.00% 2007 2,500 2,566 54,657 CONTAINERS & PACKAGING - 0.24% Owens-Illinois, Inc.: 8.10% 2007 5,750 6,088 7.35% 2008 5,250 5,414 7.50% 2010 2,250 2,320 Owens-Brockway Glass Container Inc. 8.875% 2009 3,000 3,304 Jefferson Smurfit Corp. (US) 8.25% 2012 10,375 11,309 Stone Container Corp. 9.75% 2011 3,250 3,608 Longview Fibre Co. 10.00% 2009 5,500 6,064 Smurfit Capital Funding PLC 6.75% 2005 2,000 2,080 Temple-Inland Inc. 7.875% 2012 400 465 40,652 HOUSEHOLD DURABLES - 0.22% Toll Brothers, Inc. 6.875% 2012 9,875 10,907 Pulte Homes, Inc. 7.625% 2017 7,500 8,775 Centex Corp. 4.75% 2008 8,000 8,261 MDC Holdings, Inc. 5.50% 2013 3,000 3,012 Lennar Corp. 7.625% 2009 2,000 2,310 Ryland Group, Inc. 9.75% 2010 2,000 2,280 Boyds Collection, Ltd., Series B, 9.00% 2008 1,501 1,524 37,069 PHARMACEUTICALS - 0.20% Schering-Plough Corp. 5.30% 2013 16,750 17,081 Bristol-Myers Squibb Co.: (2) 4.00% 2008 12,695 12,911 5.25% 2013 2,000 2,066 Wyeth 5.50% 2014 1,750 1,773 33,831 INTERNET & CATALOG RETAIL - 0.19% Amazon.com, Inc. 6.875% PEACS convertible subordinated notes 2010 Euro 25,975 32,563 GAS PRODUCTION & DISTRIBUTION - 0.14% Kern River Funding Corp. 4.893% 2018 (2) (10) $ 10,687 10,668 NiSource Finance Corp. 7.625% 2005 7,000 7,651 TGT Pipeline, LLC 5.20% 2018 4,250 3,989 Southern California Gas Co., First Mortgage Bonds, Series II, 4.375% 2011 1,500 1,502 23,810 AIRLINES - 0.14% Northwest Airlines, Inc.: 7.625% 2005 1,100 1,078 8.875% 2006 875 798 9.875% 2007 10,000 9,150 American Airlines, Inc., Series 2001-2, Class B, 8.608% 2012 9,000 8,201 Continental Airlines, Inc., MBIA insured, 2.08% 2009 (1) 2,000 2,010 Delta Air Lines, Inc. 10.375% 2022 2,577 1,872 United Air Lines, Inc. 9.00% 2003 (11) 2,000 250 Jet Equipment Trust: (2) (6) Series 1994-A, 11.79% 2013 4,000 120 Series 1995-B, 10.91% 2014 5,000 50 Series 1995-D, 11.44% 2014 10,000 50 23,579 WATER UTILITIES - 0.06% Anglian Water Services Financing PLC 4.625% 2013 Euro 8,250 10,140 OFFICE ELECTRONICS - 0.01% Xerox Capital (Europe) PLC 5.875% 2004 $ 1,000 1,015 INTERNET SOFTWARE & SERVICES - 0.00% Exodus Communications, Inc. 11.625% 2010 (6) (10) 1,172 18 MORTGAGE-BACKED OBLIGATIONS PRIVATE ISSUE COMMERCIAL MORTGAGE-BACKED SECURITIES - 4.04% (10) Chase Commercial Mortgage Securities Corp.: Series 1998-1, Class A-1, 6.34% 2030 1,515 1,542 Series 1998-2, Class A-2, 6.39% 2030 44,550 49,529 Series 1998-1, Class A-2, 6.56% 2030 16,565 18,414 Series 2000-2, Class A-1, 7.543% 2032 (3) 18,951 21,049 Series 2000-1, Class A-1, 7.656% 2032 10,807 11,207 Morgan Stanley Capital I, Inc.: Series 2003-KIDS, Class A, 1.843% 2016 (1) (2) 26,754 26,754 Series 1998-HF1, Class A-1, 6.19% 2030 3,347 3,402 Series 1998-WF2, Class A-1, 6.34% 2030 3,835 4,045 Series 1998-HF2, Class A-2, 6.48% 2030 17,000 18,942 Series 1999-FNV1, Class A-1 6.12% 2031 7,218 7,695 Series 1999-FNV1, Class A-2, 6.53% 2031 10,000 11,165 CS First Boston Mortgage Securities Corp.: Series 2001-CK6, Class A-1, 4.393% 2006 3,525 3,619 Series 2002-FL2, Class A-2, 1.50% 2010 (1) (2) 12,045 12,039 Series 2001-CF2, Class A-2, 5.935% 2034 13,000 13,814 Series 2001-CF2, Class A-3, 6.238% 2034 9,000 9,887 Series 2001-CK6, Class A-2, 6.103% 2036 20,000 21,888 Series 2002-CKN2, Class A-1, 4.637% 2037 4,617 4,800 Bear Stearns Commercial Mortgage Securities Inc.: Series 2002-HOME, Class A, 1.77% 2013 (1) (2) 7,365 7,349 Series 2002-HOME, Class C, 2.57% 2013 (1) (2) 10,000 9,931 Series 1999-WF2, Class X, interest only, 0.258% 2019 (1) 285,932 4,991 Series 1998-C1, Class A-1, 6.34% 2030 4,830 5,183 Series 1999-C1, Class X, interest only, 1.036% 2031 (1) (2) 159,356 7,978 Series 2000-WF2, Class A-2, 7.32% 2032 16,480 19,203 GMAC Commercial Mortgage Securities, Inc.: Series 1997-C1, Class A-3, 6.869% 2029 20,000 22,132 Series 1997-C1, Class D, 6.997% 2029 8,300 9,186 Series 1997-C2, Class E, 7.624% 2029 (1) 10,000 9,869 Series 1998-C2, Class C, 6.50% 2035 9,000 10,012 L.A. Arena Funding, LLC, Series 1, Class A, 7.656% 2026 (2) 43,470 45,767 Morgan Stanley Dean Witter Capital I Trust: Series 2002-HQ, Class A-1, 4.59% 2034 9,077 9,401 Series 2001-TOP5, Class A-3, 6.16% 2035 17,468 19,208 Series 2003-TOP9, Class A-1, 3.98% 2036 9,659 9,714 GS Mortgage Securities Corp. II, Series 1998-C1: (1) Class D, 7.208% 2030 3,750 4,123 Class E, 7.208% 2030 31,076 32,249 Chase Manhattan Bank - First Union National Bank, Commercial Mortgage Trust, Series 1999-1: Class A-2, 7.439% 2031 5,000 5,821 Class B, 7.619% 2031 17,125 20,016 Class C, 7.625% 2031 5,000 5,838 First Union National Bank Commercial Mortgage Trust: Series 2000-C1, Class A-1, 7.739% 2032 17,645 19,742 Series 2001-C4, Class A-1, 5.673% 2033 4,495 4,825 DLJ Commercial Mortgage Corp.: Series 1998-CF1, Class A-1A, 6.14% 2031 9,118 9,487 Series 1999-CG1, Class A-1B, 6.46% 2032 10,000 11,122 Prudential Securities Secured Financing Corp., Series 1999-NRF1, Class C, 6.746% 2031 18,000 20,219 DLJ Mortgage Acceptance Corp.: Series 1996-CF2, Class A-1B, 7.29% 2021 (2) 2,524 2,594 Series 1996-CF1, Class A-2, 7.89% 2028 (1) (2) 5,620 5,712 Series 1998-CF1, Class A-1B, 6.41% 2031 10,000 11,058 GGP Mall Properties Trust, Series 2001-C1A, Class A-2, 5.007% 2011 (2) 15,475 16,284 Banc of America Commercial Mortgage Trust, Series 2001-1, Class A-2, 6.503% 2036 14,450 16,133 LB-UBS Commercial Mortgage Trust, Series 2000-C3, Class A-2, 7.95% 2010 10,000 11,935 Commercial Mortgage, Series 2000-FL3A, Class D, 2.493% 2012 (1) (2) 13,776 11,850 Salomon Brothers Commercial Mortgage Trust, Series 2000-C3, Class A-2, 6.592% 2033 8,750 9,820 First Union-Lehman Brothers-Bank of America Commercial Mortgage Trust, Series 1998-C2, 6,024 6,326 Class A-1, 6.28% 2035 Nomura Asset Securities Corp., Series 1998-D6, Class A-1A, 6.28% 2030 5,565 5,937 Commercial Mortgage Acceptance Corp.: Series 1998-C2, Class A-1, 5.80% 2030 1,653 1,713 Series 1998-C1, Class A-1, 6.23% 2031 3,937 4,154 Opryland Hotel Trust, Series 2001-OPRA, Class C, 2.11% 2011 (1) (2) 5,000 4,889 GE Capital Commercial Mortgage Corp.: Series 2001-1, Class A-1, 6.079% 2033 471 509 Series 2001-3, Class A-1, 5.56% 2038 4,078 4,344 Merrill Lynch Mortgage Investors, Inc.: (1) Series 1995-C2, Class D, 7.511% 2021 243 262 Series 1995-C3, Class A-3, 7.117% 2025 3,742 3,824 Mortgage Capital Funding, Inc., Series 1998-MC1, Class A-1, 6.417% 2030 3,803 3,996 684,497 COLLATERALIZED MORTGAGE OBLIGATIONS - 3.82% (10) WaMu Mortgage Pass-Through Certificates Trust: (1) Series 2003-AR3, Class A-2, 2.828% 2033 769 769 Series 2003-AR3, Class A-3, 3.567% 2033 11,500 11,534 Series 2003-AR7, Class A-7, 3.842% 2033 76,377 74,984 Series 2003-AR8, Class A, 4.03% 2033 13,959 14,086 Series 2003-AR5, Class A-7, 4.21% 2033 15,398 15,439 Series 2003-AR6, Class A-1, 4.38% 2033 56,754 56,709 Bear Stearns ARM Trust: (1) Series 2003-2, Class A-3, 3.703% 2033 (2) 10,433 10,486 Series 2003-6, Class A-2, 4.074% 2033 71,267 72,028 Series 2003-3, Class II-A-2, 4.211% 2033 37,076 37,335 Series 2003-3, Class III-A-1, 5.185% 2033 16,933 17,134 Series 2003-9, Class III-A-2, 5.082% 2034 9,794 9,968 Series 2003-8, Class III-A-1, 5.245% 2034 10,993 11,103 Banc of America Mortgage Securities Trust: (1) Series 2003-F, Class 2-A-1, 3.734% 2033 65,330 66,047 Series 2003-G, Class 2-A-1, 4.088% 2033 18,161 18,237 Series 2003-D, Class 2-A-1, 4.183% 2033 15,105 15,180 Series 2003-I, Class 3-A-1, 4.573% 2033 19,538 19,553 Merrill Lynch Mortgage Investors, Inc.: (1) Series 2003-A6, Class II-A, 4.31% 2033 9,910 9,943 Series 2003-A4, Class II-A, 4.61% 2033 40,754 41,272 CHL Mortgage Pass-Through Trust: (1) Series 2003-HYB3, Class 4-A-1, 3.551% 2033 11,878 11,863 Series 2003-27, Class A-1, 3.842% 2033 32,793 32,613 CS First Boston Mortgage Securities Corp.: (1) Series 2003-AR20, Class II-A-2, 4.026% 2033 13,114 13,184 Series 2003-AR12, Class II-A-2, 4.378% 2033 5,803 5,808 Series 2003-AR28, Class II-A-1, 4.628% 2033 9,570 9,678 Wells Fargo Mortgage Backed Securities Trust, Series 2003-K, Class I-A-1, 4.522% 2033 (1) 22,378 22,037 Citigroup Mortgage Loan Trust, Inc., Series 2004-HYB1, Class II-A-1, 4.55% 2014 (1) 17,500 17,680 PNC Mortgage Securities Corp., Series 1998-10, Class 1-B1, 6.50% 2028 8,493 8,656 Structured Asset Securities Corp., Series 2003-17A, Class 3-A1, 4.01% 2033 (1) 7,098 7,164 Security National Mortgage Loan Trust: (2) Series 2001-3A, Class A-2, 5.37% 2014 1,670 1,694 Series 2000-1, Class A-2, 8.75% 2024 4,336 4,610 Ocwen Residential MBS Corp., Series 1998-R1, Class AWAC, 4.969% 2040 (2) (1) 5,416 5,145 First Nationwide Trust, Series 1999-2, Class 1PA-1, 6.50% 2029 1,716 1,782 Travelers Mortgage Securities Corp., Series 1, Class Z-2, 12.00% 2014 1,360 1,380 Financial Asset Securitization, Inc., Series 1997-NAM1, Class B-1, 7.75% 2027 1,282 1,281 GS Mortgage Securities Corp., Series 1998-2, Class M, 7.75% 2027 (2) 980 1,083 Nationsbanc Montgomery Funding Corp., Series 1998-5, Class A-1, 6.00% 2013 224 226 Bear Stearns Structured Securities Inc., Series 1997-2, Class AWAC, 20.612% 2036 (1) (2) 170 204 647,895 OTHER - 1.11% Realkredit Danmark AS, Class 23-D, 5.00% 2035 (10) DKr 511,434 83,258 Structured Asset Securities Corp., Class A: (1) (2) (10) Series 1998-RF2, 8.541% 2027 $ 15,959 17,632 Series 1998-RF1, 8.712% 2027 5,638 6,232 Series 1999-RF1, 7.897% 2028 3,749 4,059 Arena BV, Series 2000-I, Class A, 6.133% 2062 (1) (10) Euro 15,500 21,419 CHL Mortgage Pass-Through Trust, Series 2003-J6, Class 2-A-1, 4.75% 2018 (10) $ 20,783 20,627 Wells Fargo Mortgage Backed Securities Trust, Series 2003-13, Class A-1, 4.5% 2018 (10) 19,766 19,790 Hypothekenbank in Essen AG 5.25% 2008 Euro 6,000 8,032 Rheinische Hypothekenbank Eurobond 4.25% 2008 5,000 6,445 First Boston Mortgage Securities Corp., Series D: (10) principal only, 0% 2017 $ 235 218 interest only, 10.965% 2017 235 52 187,764 AGENCY PASS-THROUGHS (10) FREDDIE MAC - 3.92% 4.50% 2019 86,500 86,514 5.00% 2019 - 2034 84,000 85,083 6.00% 2017 - 2034 473,019 488,697 8.00% 2008 - 2026 495 536 8.25% 2007 278 295 8.50% 2007 - 2027 2,469 2,675 8.75% 2008 384 411 11.00% 2018 298 347 664,558 FANNIE MAE - 3.52% 3.82% 2033 (1) 6,985 6,999 4.50% 2019 20,000 20,022 5.00% 2018 - 2033 70,794 72,073 5.50% 2016 - 2034 273,473 279,633 5.533% 2026 (1) 2,185 2,270 6.00% 2016 - 2034 99,197 103,183 6.50% 2016 - 2032 85,291 90,050 7.00% 2009 - 2032 10,182 10,834 7.50% 2009 - 2031 5,870 6,297 8.00% 2023 - 2031 955 1,034 8.50% 2009 - 2027 413 439 9.00% 2018 - 2022 551 607 9.50% 2009 65 71 10.00% 2018 1,147 1,327 11.268% 2020 (1) 1,120 1,325 12.00% 2019 1,123 1,344 597,508 GOVERNMENT NATIONAL MORTGAGE ASSN. - 1.45% 5.50% 2034 26,025 26,379 6.00% 2034 111,975 115,999 6.50% 2008 - 2031 1,940 2,058 7.00% 2008 - 2031 44,373 47,563 7.50% 2007 - 2032 17,578 18,969 8.00% 2017 - 2030 18,343 19,987 8.50% 2020 - 2029 2,057 2,267 9.00% 2009 - 2022 2,729 3,008 9.50% 2009 - 2020 2,163 2,395 10.00% 2020 - 2021 5,694 6,617 245,242 AGENCY (10) COLLATERALIZED MORTGAGE OBLIGATIONS - 0.97% Fannie Mae: Series 90-93, Class G, 5.50% 2020 110 113 Series 93-247, Class Z, 7.00% 2023 224 224 Series 2001-4, Class GA, 10.198% 2025 (1) 1,987 2,280 Series 2001-4, Class NA, 11.79% 2025 (1) 10,347 11,987 Series 1998-W5, Class B3, 6.50% 2028 (2) 4,235 4,151 Series 2002-W3, Class A-5, 7.50% 2028 17,465 19,081 Series 2003-T3, Class 2A-3, 2.869% 2029 6,650 6,663 Series 2002-W7, Class A-5, 7.50% 2029 2,395 2,616 Series 2001-20, Class E, 9.587% 2031 (1) 400 450 Series 2001-20, Class C, 11.884% 2031 (1) 461 544 Series 2003-W10, Class 1A-2B, 3.112% 2037 19,200 19,206 Series 2001-T10, Class A-1, 7.00% 2041 24,713 26,682 Series 2001-50, Class BA, 7.00% 2041 8,449 9,004 Series 2002-W1, Class 2-A, 7.50% 2042 19,570 21,381 Freddie Mac: Series H009, Class A-2, 1.876% 2008 (1) 9,492 9,400 Series 2310, Class A, 10.568% 2017 (1) 2,544 2,854 Series 41, Class F, 10.00% 2020 429 430 Series 178, Class Z, 9.25% 2021 371 372 Series T-056, Class A-2A, 2.842% 2036 19,750 19,794 Series T-042, Class A-2, 5.50% 2042 7,878 7,997 165,229 ASSET-BACKED OBLIGATIONS (10) AUTO LOAN - 2.06% MMCA Auto Owner Trust: Series 2000-2, Class B, 7.42% 2005 7,000 7,153 Series 2000-1, Class B, 7.55% 2005 14,750 15,048 Series 2001-3, Class A-3, 1.413% 2006 (1) 2,767 2,759 Series 2002-1, Class A-3, 4.15% 2006 970 972 Series 2001-2, Class B, 5.75% 2007 4,061 4,124 Series 2001-3, Class B, 2.113% 2008 (1) 10,114 10,043 Series 2002-4, Class B, 3.82% 2009 7,289 7,240 Series 2002-2, Class A-4, 4.30% 2010 24,600 24,890 Series 2002-2, Class B, 4.67% 2010 1,509 1,307 CPS Auto Receivables Trust, XLCA insured: (2) Series 2003-A, Class A-2, 2.89% 2009 42,515 42,449 Series 2002-B, Class A-2, 3.50% 2009 3,812 3,883 Series 2002-C, Class A-2, 3.52% 2009 1,960 1,976 AmeriCredit Automobile Receivables Trust: Series 2003-A-M, Class A-3-A, MBIA insured, 2.37% 2007 17,000 17,029 Series 2003-A-M, Class A-4-A, MBIA insured, 3.10% 2009 2,000 2,003 Series 2002-C, Class A-4, FSA insured, 3.55% 2009 4,000 4,074 Series 2003-CF, Class A-4, FSA insured, 3.48% 2010 15,500 15,805 First Investors Auto Owner Trust, MBIA insured: (2) Series 2002-A, Class A, 3.46% 2008 4,307 4,358 Series 2003-A, Class A, 2.58% 2011 33,321 33,571 Prestige Auto Receivables Trust, FSA insured: (2) Series 2001-1A, Class A, 5.26% 2009 2,651 2,713 Series 2003-1, Class A-2, 2.41% 2010 18,557 18,678 Triad Automobile Receivables Owner Trust, AMBAC insured: Series 2002-A, Class A-3, 2.62% 2007 10,000 10,109 Series 2002-1, Class A-3, 3.00% 2009 (2) 10,595 10,751 Household Automotive Trust, Series 2001-3, Class A-4, 4.37% 2008 16,000 16,516 WFS Financial Owner Trust, Series 2002-3, Class A-4, 3.50% 2010 15,000 15,351 AESOP Funding II LLC, Series 2003-2, Class A-1, MBIA insured, 2.74% 2007 (2) 12,000 12,004 Drive Auto Receivables Trust, MBIA insured: (2) Series 2000-1, Class A, 6.672% 2006 1,129 1,143 Series 2003-1, Class A-3, 2.41% 2007 5,000 5,034 Series 2001-2, Class A, 3.91% 2007 4,275 4,361 Chase Manhattan Auto Owner Trust, Series 2002-B, 4.24% 2009 9,210 9,443 Harley-Davidson Motorcycle Trust: Series 2001-3, Class B, 3.72% 2009 1,010 1,026 Series 2001-3, Class A-2, 4.04% 2009 5,000 5,108 Series 2002-2, Class B, 2.84% 2010 2,974 2,988 Drivetime Auto Owner Trust, Series 2003-A, Class A-3, XLCA insured, 2.524% 2008 (2) 8,000 8,064 New South Motor Vehicle Trust, Series 2002-A, Class A-3, AMBAC insured, 3.03% 2010 7,000 7,112 SeaWest Securitization, LLC, XLCA insured: (2) Series 2002-A, Class A-2, 2.58% 2008 1,009 1,011 Series 2002-A, Class A-3, 3.58% 2008 3,000 3,045 Series 2003-A, Class A-2, 2.84% 2009 1,487 1,505 Continental Auto Receivables Owner Trust, Series 2000-B, Class CTFS, MBIA insured, 7.11% 2007 (2) 5,261 5,378 Hyundai Auto Receivables Trust: (2) Series 2001-A, Class C, 5.57% 2006 2,380 2,474 Series 2002-A, Class C, 3.91% 2009 2,000 2,030 Chevy Chase Auto Receivables Trust, Series 2001-2, Class A-4, 4.44% 2007 4,000 4,096 World Omni Auto Receivables Trust, Series 2001-B, Class B, 4.14% 2008 1,410 1,439 350,063 AIRPLANE EQUIPMENT TRUST CERTIFICATES-SINGLE LESSEE - 1.16% Continental Airlines, Inc.: Series 1998-3, Class C-2, 7.25% 2005 12,000 11,452 Series 1997-1, Class A, 7.461% 2016 10,949 10,707 Series 1996-2, Class D, 11.50% 2016 1,981 1,584 Series 2001-1, Class B, 7.373% 2017 2,916 2,535 Series 1998-1, Class A, 6.648% 2019 23,405 22,881 Series 1997-4, Class A, 6.90% 2019 28,980 28,623 Series 1999-1, Class B, 6.795% 2020 16,473 13,918 Series 1999-2, Class A-1, 7.256% 2021 1,604 1,631 Series 2000-1, Class A-1, 8.048% 2022 4,399 4,509 Delta Air Lines, Inc.: Series 2003-1, Class G, AMBAC insured, 1.911% 2008 (1) 15,745 15,843 Series 2001-1, Class A-2, 7.111% 2013 5,000 5,045 Series 2002-1, Class C, 7.779% 2013 12,446 10,641 Series 1992-A2, 9.20% 2014 11,500 8,510 1991 Equipment trust certificates, Series J, 10.00% 2014 (2) 5,000 3,600 1990 Equipment trust certificates, Series F, 10.79% 2014 (2) 1,700 1,224 American Airlines, Inc.: Series 2001-2, Class A-1, 6.978% 2012 3,547 3,587 Series 1991-C2, 9.73% 2014 6,410 4,654 Series 2001-1, Class B, 7.377% 2019 8,346 6,027 Southwest Airlines Co., Series 2001-1: Class A-2, 5.496% 2006 5,000 5,333 Class B, 6.126% 2006 7,500 7,988 AIR 2 US, Series A, 8.027% 2020 (2) 9,805 8,346 Northwest Airlines, Inc., Series 2002-1, Class G-2, MBIA insured, 6.264% 2021 8,000 8,342 United Air Lines, Inc., Series 2000-1, Class A-2, 7.73% 2012 9,000 7,452 Jet Equipment Trust: (2) Series 1995-B, Class A, 7.63% 2015 (6) 3,625 1,269 Series 1995-B, Class C, 9.71% 2015 5,500 323 Series 1995-A, Class C, 10.69% 2015 2,750 275 USAir, Inc. Pass Through Trust, Series 1993-A3, 10.375% 2013 (6) 2,126 680 196,979 HOME EQUITY - 1.13% Residential Asset Securities Corp. Trust: Series 2003-KS2, Class A-I-2, 2.15% 2024 5,200 5,199 Series 2002-KS4, Class A-1-3, AMBAC insured, 4.59% 2026 4,000 4,051 Series 2003-KS2, Class A-I-3, 2.66% 2028 16,750 16,685 Series 1999-KS3, Class A-I-7, 7.505% 2030 3,816 4,033 Series 2001-KS3, Class A-I-6, 5.96% 2031 24,400 25,807 Residential Asset Mortgage Products Trust: Series 2003-RS1, Class A-I-2, 2.871% 2023 8,750 8,777 Series 2003-RS1, Class A-I-3, 3.495% 2028 4,000 4,039 Series 2003-RZ4, Class A-7, 4.79% 2033 10,000 9,967 Series 2003-RS11, A-I-7, 4.828% 2033 9,000 8,968 Centex Home Equity Loan Trust, Series 2003-A, Class AF-3, 2.708% 2026 22,400 22,396 Chase Funding Trust: Series 2003-5, Class IA-6, 4.597% 2015 4,300 4,190 Series 2003-5, Class IA-2, 2.451% 2018 10,325 10,296 Series 2003-1, Class IA-3, 3.14% 2023 3,500 3,528 Series 1999-1, Class IIM-2, 1.721% 2028 (1) 2,013 2,014 Series 1999-3, Class IIM-1, 1.791% 2029 (1) 1,741 1,745 Long Beach Mortgage Loan Trust, Series 2000-1, Class M-2, 2.249% 2031 (1) 20,000 19,973 CitiFinancial Mortgage Securities Inc., Series 2003-1, Class AF-2, 2.948% 2033 11,000 11,091 New Century Home Equity Loan Trust, Series 2001-NC2, Class M-1, 1.969% 2031 (1) 9,000 9,035 Residential Funding Mortgage Securities II, Inc., AMBAC insured: Series 2001-HS2, Class A-4, 5.135% 2016 (1) 2,110 2,135 Series 2001-HI4, Class A-4, 5.64% 2016 6,081 6,104 IndyMac Home Equity Mortgage Loan Asset-backed Trust, Series SPMD 2001-A, Class 5,000 5,227 AF-6, 6.537% 2030 Advanta Mortgage Loan Trust, Series 1999-2, Class A-6, AMBAC insured, 6.82% 2029 3,750 3,916 Option One Mortgage Loan Trust, Series 2002-1, Class M-1, 1.891% 2032 (1) 2,000 1,986 CS First Boston Mortgage Securities Corp., Series 2001-HE16, Class A, interest only, 5.64% 2004 4,801 103 Asset Backed Securities Corp. Home Equity Loan Trust, Series 2001-HE3, 14,785 81 Class A-IO, interest only, 3.60% 2031 (1) 191,346 CREDIT CARD - 0.71% Pass-through Amortizing Credit Card Trusts, Series 2002-1A: (2) Class A-2FX, 4.685% 2012 7,291 7,363 Class A-3FX, 6.298% 2012 23,205 23,518 MBNA Credit Card Master Note Trust, Series 2002-1, Class B-1, 5.15% 2009 17,000 17,967 MBNA Master Credit Card Trust II, Series 1999-B: Class A, 5.90% 2011 3,000 3,310 Class B, 6.20% 2011 3,750 4,108 Metris Master Trust: (1) Series 2000-1, Class A, 1.449% 2008 5,000 4,892 Series 2000-3, Class A, 1.409% 2009 3,500 3,376 Series 2001-2, Class A, 1.469% 2009 13,000 12,351 NextCard Credit Card Master Note Trust: (1) (2) Series 2000-1, Class B, 1.963% 2006 14,125 11,583 Series 2001-1A, Class A, 1.42% 2007 27 27 Consumer Credit Reference Index Securities Program Trust, Series 2002-2A, 8,250 8,685 Class FX, 10.421% 2007 (2) Nordstrom Credit Card Master Note Trust, Series 2002-1A, Class B, 1.863% 2010 (1) (2) 8,000 8,049 First USA Credit Card Master Trust, Series 1997-4, Class C, 2.12% 2010 (1) (2) 6,630 6,596 Capital One Multi-asset Execution Trust, Series 2003-1, Class A, 1.553% 2009 (1) 6,000 6,030 CompuCredit Credit Card Master Note Business Trust, Series 2001-One, Class B, 1,500 1,473 2.643% 2008 (1) (2) Capital One Master Trust, Series 2002-1A, Class B, 1.763% 2011 (1) 1,000 1,005 120,333 ASSET BACKED SECURITIES - 0.53% Educational Enhancement Funding Corp. Tobacco Settlement Bonds, Series 2002-A, 6.72% 2025 30,414 29,015 Tobacco Settlement Financing Corp., Tobacco Settlement Asset-backed Bonds, Series 2001-A, 27,146 26,564 Class A, 6.36% 2025 Banco Itau SA, Series 2002, XLCA insured, 1.878% 2007 (1) (2) 14,900 14,826 PF Export Receivables Master Trust, Series 2001-B, MBIA insured, 6.60% 2011 (2) 10,000 10,864 Garanti Trade Payment Rights Master Trust, Series 1999-B, Class 1, 10.81% 2004 (2) 4,987 5,038 NPF XII, Inc.: (2) (4) Series 1999-3, Class B, 2.389% 2003 (1) (11) 3,000 30 Series 2001-1A, Class A, 1.989% 2004 (1) (6) 7,000 840 Series 2001-3, Class A, 5.52% 2007 (6) 16,000 1,920 89,097 MANUFACTURED HOUSING - 0.42% Green Tree Financial Corp.: Series 1993-2, Class B, 8.00% 2018 2,250 2,204 Series 1995-3, Class B-2, 8.10% 2025 (6) 5,000 2,300 Series 1995-8, Class B-2, 7.65% 2026 (6) 8,197 1,639 Series 1995-6, Class B-2, 8.00% 2026 (6) 2,785 836 Series 1996-6, Class B-2, 8.35% 2027 (6) 10,174 2,137 Series 1996-5, Class B-2, 8.45% 2027 (6) 6,567 1,379 Series 1996-10, Class A-6, 7.30% 2028 6,962 7,326 Series 1997-8, Class B-2, 7.75% 2028 (6) 3,074 615 Series 1997-6, Class A-7, 7.14% 2029 13,228 13,726 Series 1997-6, Class B-2, 7.75% 2029 (6) 4,958 992 Series 1998-4, Class B-2, 8.11% 2030 (6) 12,988 2,598 Conseco Finance Manufactured Housing Contract Trust, Series 2001-3: Class A-2, 5.16% 2033 6,311 6,387 Class A-3, 5.79% 2033 5,000 5,015 Conseco Finance Home Equity Loan Trust, Series 2002-B: Class M-1, 2.913% 2033 (1) 4,500 4,580 Class A-2, 5.31% 2033 6,527 6,581 Madison Avenue Manufactured Housing Contract Trust, Series 2002-A: (1) Class M-1, 2.591% 2032 4,000 3,840 Class M-2, 3.391% 2032 11,000 9,750 71,905 STRANDED ASSET - 0.31% PP&L Transition Bond Co. LLC, Series 1999-1, Class A-7, 7.05% 2009 15,000 16,774 PECO Energy Transition Trust, Series 1999-A, Class A-7, 6.13% 2009 14,250 15,746 California Infrastructure and Economic Development Bank, Special Purpose Trust, Series 1997-1: SCE-1, Class A-6, 6.38% 2008 3,623 3,861 PG&E-1, Class A-7, 6.42% 2008 10,975 11,680 West Penn Funding LLC, Series 1999-A, Class A-4, 6.98% 2008 4,500 5,097 53,158 FRANCHISE EQUIPMENT - 0.26% CNL Funding, Series 2000-AA, Class A-2, MBIA insured, 8.044% 2017 (2) 13,800 14,772 GRCT Consumer Loan Trust, Series 2001-1A, Class 2BRV, 6.251% 2020 (2) 9,945 10,206 ACLC Business Loan Receivables Trust, Series 2002-1, Class A-2, 7.462% 2022 (2) 8,988 9,074 Financial Pacific Funding II, LLC, Series 2003-A, Class A, FSA insured, 2.29% 2009 (2) 6,398 6,398 CIT Equipment Collateral, Series 2002-VT1, Class B, 3.97% 2009 1,843 1,861 Green Tree Recreational, Equipment & Consumer Trust, Series 1997-D, 7.25% 2029 8,500 1,705 44,016 GOVERNMENT OBLIGATIONS U.S. GOVERNMENT U.S. TREASURY NOTES & BONDS - 11.42% 6.00% August 2004 106,000 109,213 11.625% November 2004 (3) 30,000 32,686 6.75% May 2005 101,775 109,074 5.75% November 2005 111,000 119,168 5.875% November 2005 20,000 21,522 6.875% May 2006 (3) 194,000 215,674 3.375% January 2007 (3) (14) 228,871 247,920 6.25% February 2007 110,225 122,919 4.375% May 2007 32,500 34,425 6.625% May 2007 40,000 45,269 6.125% August 2007 25,000 27,988 3.00% November 2007 70,500 71,106 3.625% January 2008 (14) 108,790 120,337 2.625% May 2008 20,000 19,700 5.625% May 2008 40,000 44,312 4.75% November 2008 40,000 42,825 9.125% May 2009 18,000 18,529 6.00% August 2009 (3) 72,920 82,616 10.375% November 2009 12,500 13,467 10.00% May 2010 5,000 5,567 5.75% August 2010 20,000 22,431 3.50% January 2011 (14) 74,409 83,685 5.00% February 2011 25,000 26,856 Principal Strip 0% August 2011 11,320 8,293 5.00% August 2011 3,250 3,479 10.375% November 2012 (3) 24,500 31,295 12.00% August 2013 (3) 10,000 13,819 Principal Strip 0% November 2013 18,200 11,623 9.875% November 2015 18,000 26,854 7.50% November 2016 87,000 110,802 8.875% August 2017 10,000 14,172 6.875% August 2025 63,500 77,708 1,935,334 NON-PASS-THROUGH AGENCY SECURITIES FANNIE MAE BONDS & NOTES - 0.90% 7.00% 2005 90,000 97,189 6.00% 2012 25,000 25,813 7.25% 2030 23,750 29,020 152,022 FREDDIE MAC BONDS & NOTES - 0.63% 4.25% 2005 27,250 28,280 5.75% 2010 Euro 12,000 16,514 4.75% 2012 $ 20,000 19,744 6.25% 2012 15,000 15,823 6.75% 2031 22,650 26,176 106,537 FEDERAL HOME LOAN BANKS BONDS & NOTES - 0.37% 4.875% 2004 10,250 10,360 4.50% 2012 31,500 31,352 5.50% 2018 21,750 21,690 63,402 GOVERNMENTS & GOVERNMENTAL BODIES (NON U.S.) NON-U.S. GOVERNMENT OBLIGATIONS - 5.75% Japanese Government: 0.10% 2004 Yen 1,220,000 11,369 0.90% 2008 11,030,000 104,365 0.50% 2013 10,330,000 89,382 Bundesobligation Eurobond: 5.00% 2005 Euro 4,000 5,217 4.50% 2006 21,300 27,872 Deutschland Republic 4.50% 2009 55,000 71,786 Bundesrepublik 5.25% 2010 64,340 86,883 Canadian Government: 9.00% 2004 C$ 10,000 8,177 4.25% 2026 (14) 65,345 63,300 United Mexican States Government Eurobonds, Global: 4.625% 2008 $ 11,000 11,165 8.375% 2011 1,800 2,142 11.375% 2016 18,658 26,494 8.30% 2031 8,220 9,289 7.50% 2033 9,000 9,338 French Government O.A.T. Eurobond: 4.00% 2009 Euro 15,900 20,326 5.00% 2011 5,050 6,712 Principal Strip 0% 2019 14,000 8,264 5.50% 2029 14,610 19,868 Hungarian Government: 8.50% 2006 HUF 4,500,000 20,786 6.25% 2007 5,305,000 22,856 6.25% 2008 300,000 1,278 6.75% 2013 2,270,000 9,851 Polish Government: 8.50% 2006 PLZ 54,000 15,112 6.00% 2010 80,750 20,834 5.25% 2014 $ 11,760 11,789 Norwegian Government: 6.75% 2007 NOK 75,000 12,316 5.50% 2009 115,500 18,468 6.00% 2011 100,000 16,368 Kingdom of Denmark 6.00% 2009 DKr 190,000 35,479 United Kingdom: 5.00% 2008 Pound 6,960 12,612 5.00% 2012 8,220 14,904 6.00% 2028 1,800 3,824 Swedish Government: 6.00% 2005 SKr 107,000 15,336 5.25% 2011 110,000 15,997 Russian Federation: 8.25% 2010 (2) $ 3,300 3,697 8.25% 2010 1,080 1,210 5.00% 2030 (1) 20,550 19,882 5.00% 2030 (1) (2) 145 140 Italian Government BTPS Eurobond 6.00% 2007 Euro 16,204 22,304 New South Wales Treasury Corp. 8.00% 2008 A$ 26,000 21,208 State of Qatar 9.75% 2030 $ 14,720 20,829 Hellenic Republic: 8.60% 2008 Euro 6,510 9,803 7.50% 2013 1,820 2,831 Netherlands Government Eurobond 5.00% 2012 6,320 8,407 Banque Centrale de Tunisie 7.375% 2012 $ 6,250 7,047 Panama (Republic of): Interest Reduction Bond 1.938% 2014 (1) 3,700 3,497 10.75% 2020 210 253 9.375% 2023 713 781 8.875% 2027 250 264 9.375% 2029 675 763 Spanish Government 6.15% 2013 Euro 2,800 4,023 Chile (Republic of) 7.125% 2012 $ 3,000 3,432 Brazil (Federal Republic of): Bearer 8.00% 2014 (8) 752 744 8.875% 2024 1,375 1,348 12.25% 2030 425 531 11.00% 2040 610 674 Bulgaria (Republic of) 8.25% 2015 2,065 2,446 New Zealand Government 4.50% 2016 (14) NZ$ 3,468 2,444 Dominican Republic 9.50% 2006 (2) $ 2,135 1,804 Guatemala (Republic of) 10.25% 2011 (2) 1,000 1,168 Peru (Republic of): 9.125% 2012 432 484 Past Due Interest Eurobond 5.00% 2017 (1) 409 380 Venezuela (Republic of) 9.25% 2027 915 837 Turkey (Republic of) 12.375% 2009 500 643 Argentina (Republic of): (12) Series E, 0% 2003 1,000 240 7.00%/15.50% 2008 (5) 725 199 11.75% 2009 60 17 12.25% 2018 (8) 80 20 12.00% 2031 (8) 53 13 974,122 DEVELOPMENT AUTHORITIES - 0.09% International Bank for Reconstruction & Development, Series C, 0% 2031 40,000 8,743 Corporacion Andina de Fomento 6.875% 2012 5,895 6,553 15,296 MUNICIPAL OBLIGATIONS MUNICIPAL OBLIGATIONS - 1.50% Golden State Tobacco Securitization Corp., Tobacco Settlement Asset-backed Bonds, Series 2003-A1: 5.00% 2021 10,000 9,969 6.25% 2033 64,975 62,238 Tobacco Settlement Financing Corp., Tobacco Settlement Asset-backed Bonds: Series 2003, 4.375% 2019 6,000 5,688 Series 2003, 6.125% 2024 27,290 26,120 Series 2002, 5.75% 2032 32,310 29,705 Badger Tobacco Asset Securitization Corp., Tobacco Settlement Asset-backed Bonds, 6.125% 2027 43,095 42,201 State of California Dept. of Water Resources, Power Supply Revenue Bonds, Series 2002-E: 3.975% 2005 10,000 10,196 4.33% 2006 12,500 12,852 California Maritime Infrastructure Authority, Taxable Lease Revenue Bonds (San Diego Unified Port District-South Bay Plant Acquisition), Series 1999, 6.63% 2009 (2) (10) 12,509 13,477 Los Angeles County Metropolitan Transportation Auth., General Rev. Ref. Bonds (Workers' Compensation Funding Program), Series 2003, AMBAC insured: 3.83% 2008 5,000 5,046 4.56% 2010 5,000 5,082 Tobacco Settlement Auth., Asset-backed Bonds, Series 2001-B, 5.50% 2030 10,000 8,715 Chugach Electric Association, Inc., Series 2001-A, MBIA insured, 6.55% 2011 7,500 8,438 Tobacco Settlement Rev. Management Auth., Tobacco Settlement Asset-backed Bonds, Series 2001-B, 6.00% 2022 6,410 6,077 Dormitory Auth., City University System Consolidated Third General Resolution Rev. Bonds, Series 2003-2, 2.38% 2005 4,500 4,523 Housing Fin. Agcy., State Personal Income Tax Rev. Bonds (Econ. Dev. and Housing), Series B: 2.88% 2007 2,000 1,995 3.09% 2007 2,200 2,189 254,511 Principal Market amount (000) value EQUITY-RELATED SECURITIES - 0.67% or shares (000) STOCKS & WARRANTS - 0.67% (9) SpectraSite, Inc. (2) (4) 1,530,688 shares $45,213 NTELOS, Inc. (2) (4) (14) 1,020,970 20,562 Dobson Communications Corp., Class A (2) 2,432,959 15,985 ZiLOG, Inc. (15) 2,555,000 13,286 ZiLOG, Inc. - MOD III Inc., units (4) (15) 2,555 1,369 Wilshire Financial Services Group, Inc. (15) 1,601,967 9,596 DigitalGlobe, Inc. (2) (4) 3,984,039 3,984 VersaTel Telecom International NV 779,280 1,692 NTL Inc. (2) (4) 15,500 973 Clarent Hospital Corp. (15) 331,291 538 Protection One, Inc., warrants, expire 2005 (2) (4) 54,400 7 113,205 MISCELLANEOUS - 0.00% Other equity-related securities in initial period of acquisition 78 TOTAL BONDS, NOTES, PREFERRED STOCKS & equity-related securities (cost: $15,683,247,000) 16,607,663 Principal Market amount value SHORT-TERM SECURITIES - 6.76% (000) (000) CORPORATE SHORT-TERM NOTES - 5.29% Procter & Gamble Co.: (2) 1.01% due 1/13/2004 55,200 55,180 1.01% due 1/15/2004 25,000 24,989 1.01% due 1/20/2004 25,000 24,986 Pfizer Inc: (2) 1.02% due 1/23/2004 (3) 11,000 10,993 1.03% due 2/3/2004 (3) 50,000 49,951 1.04% due 2/6/2004 18,000 17,981 1.04% due 2/18/2004 18,000 17,974 Preferred Receivables Funding Corp.: (2) 1.09% due 1/15/2004 8,000 7,996 1.08% due 1/20/2004 12,000 11,993 1.08% due 1/22/2004 (3) 33,800 33,778 1.07% due 1/28/2004 23,300 23,281 Park Avenue Receivables Corp.: (2) (3) 1.09% due 1/6/2004 50,000 49,991 1.09% due 1/13/2004 25,087 25,077 E.I. DuPont de Nemours & Co.: 1.05% due 1/8/2004 9,200 9,198 1.03% due 1/14/2004 (3) 21,000 20,991 1.05% due 2/23/2004 (3) 26,637 26,595 1.06% due 3/2/2004 (3) 16,300 16,270 Receivables Capital Corp.: (2) 1.07% due 1/12/2004 26,925 26,915 1.10% due 3/1/2004 40,000 39,927 FCAR Owner Trust I 1.08% due 1/27/2004 (3) 59,700 59,652 CAFCO, LLC: (2) 1.09% due 1/15/2004 (3) 24,500 24,489 1.09% due 1/23/2004 7,800 7,795 Gannett Co. 1.06% due 1/16/2004 (2) 31,000 30,985 SBC International Inc. 1.05% due 1/14/2004 (2) 30,000 29,988 New Center Asset Trust 1.07% due 1/16/2004 (3) 30,000 29,985 Medtronic Inc. 1.02% due 1/20/2004 (2) 30,000 29,983 Private Export Funding Corp. 1.08% due 5/4/2004 (2) 28,000 27,897 Variable Funding Capital Corp. 0.97% due 1/2/2004 (2) 25,000 24,999 Motiva Enterprises LLC 1.01% due 1/26/2004 25,000 24,982 Verizon Network Funding Corp. 1.03% due 2/12/2004 25,000 24,968 Netjets Inc. 1.06% due 2/20/2004 (2) (3) 25,000 24,962 USAA Capital Corp. 1.02% due 1/21/2004 18,000 17,989 Caterpillar Financial Serivces Corp. 1.03% due 2/17/2004 16,000 15,978 Harvard University 1.02% due 1/7/2004 (3) 15,000 14,997 Abbott Laboratories Inc. 0.98% due 1/13/2004 (2) 13,000 12,995 896,710 U.S. TREASURIES - 0.61% U.S. Treasury Bills: 0.855% - 0.945% due 1/22/2004 39,500 39,479 0.92% - 0.96% due 3/18/2004 42,800 42,723 0.97% due 6/24/2004 22,000 21,896 104,098 CERTIFICATES OF DEPOSIT - 0.44% Wells Fargo & Co.: 1.05% due 1/21/2004 50,000 50,000 1.05% due 1/30/2004 25,000 25,000 75,000 FEDERAL AGENCY DISCOUNT NOTES - 0.42% Federal Farm Credit Banks: 1.00% due 2/9/2004 10,000 9,989 1.01% due 3/10/2004 (3) 20,000 19,960 1.07% due 6/11/2004 (3) 13,000 12,937 International Bank for Reconstruction and Development 1.00% due 2/13/2004 22,900 22,872 Federal Home Loan Bank 0.95% due 1/28/2004 4,700 4,697 70,455 TOTAL SHORT-TERM SECURITIES (cost: $1,146,251,000) 1,146,263 TOTAL INVESTMENT SECURITIES (cost: $16,829,498,000) 17,753,926 Other assets less liabilities (803,472) NET ASSETS $16,950,454 (1) Coupon rate may change periodically. (2) Purchased in a private placement transaction; resale may be limited to qualified institutional buyers; resale to the public may require registration. (3) This security, or a portion of this security, has been segregated to cover funding requirements on investment transactions settling in the future. (4) Valued under fair value procedures adopted by authority of the Board of Directors. (5) Step bond; coupon rate will increase at a later date. (6) Company not making scheduled interest payments; bankruptcy proceedings pending. (7) Purchased as a unit; issue was separated but reattached for reporting purposes. (8) Payment in kind; the issuer has the option of paying additional securities in lieu of cash. (9) Security did not produce income during the last 12 months. (10) 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. (11) Company did not make principal payment upon scheduled maturity date; reorganization pending. (12) Scheduled interest or principal payments not made; reorganization pending. (13) This unit also contains 999,000 par of Drax Group Ltd., Class A-3, 8.566% 2020 and 999,00 shares of Drax Group Ltd. common stock. (14) Index-linked bond whose principal amount moves with a government retail price index. (15) The fund owns 5.43%, 8.60%, 8.78% and 11.77% of the outstanding voting securities of Clarent Hospital Corp., Wilshire Financial Services Group Inc., ZiLOG, Inc. and NTELOS, Inc., respectively, and thus is considered an affiliate of these companies under the Investment Company Act of 1940. See Notes to Financial Statements 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: $16,757,530) $17,708,575 Affiliated issuers (cost: $71,968) 45,351 $17,753,926 Cash 10,652 Receivables for: Sales of investments 28,551 Sales of fund's shares 36,870 Dividends and interest 207,508 272,929 18,037,507 LIABILITIES: Payables for: Purchases of investments 1,038,616 Repurchases of fund's shares 30,640 Open forward currency contracts 4,718 Closed forward currency contracts 2,749 Investment advisory services 3,611 Services provided by affiliates 6,262 Deferred Directors' compensation 258 Other fees and expenses 199 1,087,053 NET ASSETS AT DECEMBER 31, 2003 $16,950,454 NET ASSETS CONSIST OF: Capital paid in on shares of capital stock $16,738,710 Distributions in excess of net investment income (2,806) Accumulated net realized loss (707,368) Net unrealized appreciation 921,918 NET ASSETS AT DECEMBER 31, 2003 $16,950,454 TOTAL AUTHORIZED CAPITAL STOCK - 2,500,000 SHARES, $.001 PAR VALUE Net assets Shares outstanding Net asset value per share (1) Class A $13,991,480 1,036,019 $13.51 Class B 1,274,074 94,341 13.51 Class C 847,749 62,773 13.51 Class F 291,739 21,602 13.51 Class 529-A 109,609 8,116 13.51 Class 529-B 35,259 2,611 13.51 Class 529-C 56,148 4,157 13.51 Class 529-E 7,073 524 13.51 Class 529-F 2,138 158 13.51 Class R-1 4,665 345 13.51 Class R-2 110,920 8,213 13.51 Class R-3 95,140 7,045 13.51 Class R-4 18,438 1,365 13.51 Class R-5 106,022 7,851 13.51 (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 $14.04 for each. See Notes to Financial Statements STATEMENT OF OPERATIONS for the year ended December 31, 2003 INVESTMENT INCOME: Income: (dollars in thousands) Interest (net of non-U.S. withholding tax of $729) $909,660 Dividends 17,383 $927,043 Fees and expenses: Investment advisory services 43,518 Distribution services 54,604 Transfer agent services 16,743 Administrative services 3,205 Reports to shareholders 901 Registration statement and prospectus 655 Postage, stationery and supplies 1,802 Directors' compensation 124 Auditing and legal 91 Custodian 746 State and local taxes 145 Other 143 Total expenses before reimbursement 122,677 Reimbursement of expenses 386 122,291 Net investment income 804,752 NET REALIZED GAIN AND UNREALIZED APPRECIATION ON INVESTMENTS AND NON-U.S. CURRENCY: Net realized gain (loss) on: Investments 39,772 Non-U.S. currency transactions (29,460) 10,312 Net unrealized appreciation (depreciation) on: Investments 988,151 Non-U.S. currency translations (4,246) 983,905 Net realized gain and unrealized appreciation on investments and non-U.S. currency 994,217 NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $1,798,969 See Notes to Financial Statements STATEMENT OF CHANGES IN NET ASSETS (dollars in thousands) Year ended December 31 2003 2002 OPERATIONS: Net investment income $804,752 $858,834 Net realized gain (loss) on investments and non-U.S. currency transactions 10,312 (460,341) Net unrealized appreciation on investments and non-U.S. currency translations 983,905 403,703 Net increase in net assets resulting from operations 1,798,969 802,196 DIVIDENDS PAID TO SHAREHOLDERS FROM NET INVESTMENT INCOME (836,446) (863,912) CAPITAL SHARE TRANSACTIONS 1,487,583 2,604,167 TOTAL INCREASE IN NET ASSETS 2,450,106 2,542,451 NET ASSETS: Beginning of year 14,500,348 11,957,897 End of year (including distributions in excess of net investment income: $2,806 and $23,316, respectively) $16,950,454 $14,500,348 See Notes to Financial Statements NOTES TO FINANCIAL STATEMENTS 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION - The Bond Fund of America, Inc. (the "fund") is registered under the Investment Company Act of 1940 as an open-end, diversified management investment company. The fund seeks as high a level of current income as is consistent with preservation of capital through a diversified portfolio of bonds and other fixed-income obligations. 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 3.75% 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. Forward currency contracts are valued at the mean of their representative quoted bid and asked prices. 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 paid to shareholders are declared daily from net investment income and are paid to shareholders monthly. 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. FORWARD CURRENCY CONTRACTS - The fund may enter into forward currency contracts, which represent agreements to exchange non-U.S. currencies on specific future dates at predetermined rates. The fund enters into these contracts to manage its exposure to changes in non-U.S. exchange rates arising from investments denominated in non-U.S. currencies. Upon entering into these contracts, risks may arise from the potential inability of counterparties to meet the terms of their contracts and from possible movements in non-U.S. exchange rates. Due to these risks, the fund could incur losses up to the entire contract amount, which may exceed the net unrealized value shown in the accompanying financial statements. On a daily basis, the fund values forward currency contracts based on the applicable exchange rates and records unrealized gains or losses. The fund records realized gains or losses at the time the forward contract is closed or offset by another contract with the same broker for the same settlement date and currency. 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; cost of investments sold; paydown 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, excluding forward currency contracts, for federal income tax purposes was $16,896,375,000. During the year ended December 31, 2003, the fund reclassified $52,204,000 from undistributed net realized gains 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 $11,662 Loss deferrals related to non-U.S. currency that were realized during the period November 1, 2003 through December 31, 2003 (7,763) Short-term and long-term capital loss deferrals (649,116) Gross unrealized appreciation on investment securities 1,105,309 Gross unrealized depreciation on investment securities (247,758) Short-term and long-term capital loss deferrals above include capital loss carryforwards of $243,982,000, $254,538,000, $57,575,000, $42,420,000 and $24,538,000 expiring in 2011, 2010, 2009, 2008 and 2007, respectively. The capital loss carryforwards will be used to offset any capital gains realized by the fund in the current year or in subsequent years through the expiration dates. The fund will not make distributions from capital gains while capital loss carryforwards remain. Also included are capital losses of $26,063,000, that were realized during the period November 1, 2003 through December 31, 2003. Distributions paid to shareholders from net investment income and currency gains were as follows (dollars in thousands): Year ended December 31, Share class 2003 2002(1) Class A $ 720,504 $ 786,683 Class B 52,350 40,937 Class C 32,059 22,056 Class F 11,977 8,650 Class 529-A 4,034 1,373 Class 529-B 1,127 390 Class 529-C 1,805 660 Class 529-E 249 70 Class 529-F 48 1 Class R-1 122 9 Class R-2 3,030 214 Class R-3 2,906 191 Class R-4 605 97 Class R-5 5,630 2,581 Total $ 836,446 $ 863,912 (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 0.30% on the first $60 million of daily net assets and decreasing to 0.14% on such assets in excess of $10 billion. The agreement also provides for monthly fees, accrued daily, based on an annual rate of 2.25% on the first $8,333,333 of the fund's monthly gross investment income and 2.00% on such income in excess of $8,333,333. The Board of Directors approved an amended agreement effective November 1, 2003, continuing the series of rates to include additional annual rates of 0.13% on daily net assets in excess of $16 billion and 1.75% of the fund's monthly gross investment income in excess of $41,666,667. During the year ended December 31, 2003, CRMC voluntarily reduced investment advisory services fees to the rates based on daily net assets provided by the amended agreement. As a result, for the year ended December 31, 2003, the fee shown on the accompanying financial statements of $43,518,000, which was equivalent to an annualized rate of 0.273%, was voluntarily reduced by $17,000 to $43,501,000. The annualized rate was not affected by this voluntary reduction of fees. 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 below. 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 $9,365,000 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, R-3 and R-4, CRMC has voluntarily agreed to pay a portion of these fees. For the year ended December 31, 2003, the total fees paid by CRMC were $369,000. 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 $33,654 $15,436 Not applicable Not applicable Not applicable -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class B 11,493 1,307 Not applicable Not applicable Not applicable -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class C 7,213 Included $1,082 $324 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class F 575 Included 345 67 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class 529-A 82 Included 115 15 $77 in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class 529-B 262 Included 39 14 26 in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class 529-C 415 Included 62 18 42 in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class 529-E 25 Included 8 1 5 in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class 529-F 2 Included 2 -* 1 in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class R-1 28 Included 4 6 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class R-2 521 Included 104 521 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class R-3 305 Included 92 111 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class R-4 29 Included 17 3 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class R-5 Not applicable Included 101 3 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Total $54,604 $16,743 $1,971 $1,083 $151 -------------------------------------------------------------------------------------------------------------- * 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 $90,000 in current fees (either paid in cash or deferred) and a net increase of $34,000 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): Share class Sales(1) Reinvestments of dividends Amount Shares Amount Shares Year ended December 31, 2003 Class A $ 3,914,006 298,503 $ 606,086 46,021 Class B 447,795 34,182 41,587 3,155 Class C 439,411 33,447 25,135 1,906 Class F 247,799 18,925 9,380 711 Class 529-A 58,345 4,428 4,025 305 Class 529-B 17,719 1,348 1,125 85 Class 529-C 29,195 2,219 1,798 136 Class 529-E 4,019 306 247 19 Class 529-F 1,906 145 48 3 Class R-1 5,828 442 121 9 Class R-2 113,952 8,680 3,007 227 Class R-3 99,210 7,575 2,884 218 Class R-4 19,077 1,446 604 46 Class R-5 49,613 3,802 3,594 272 Total net increase (decrease) $ 5,447,875 415,448 $ 699,641 53,113 Year ended December 31, 2002(2) Class A $ 4,275,824 342,033 $ 651,356 52,134 Class B 549,413 43,871 31,518 2,528 Class C 458,783 36,606 16,938 1,360 Class F 229,900 18,412 6,607 530 Class 529-A 49,464 3,961 1,370 110 Class 529-B 16,313 1,307 389 32 Class 529-C 27,376 2,192 659 53 Class 529-E 3,348 269 70 5 Class 529-F 160 13 1 -* Class R-1 829 67 9 1 Class R-2 22,198 1,802 212 17 Class R-3 20,692 1,675 191 15 Class R-4 10,791 883 97 8 Class R-5 85,786 6,891 1,500 122 Total net increase (decrease) $ 5,750,877 459,982 $ 710,917 56,915 Share class Repurchases(1) Net increase Amount Shares Amount Shares Year ended December 31, 2003 Class A $ (3,944,314) (300,701) $ 575,778 43,823 Class B (222,252) (16,906) 267,130 20,431 Class C (213,329) (16,240) 251,217 19,113 Class F (159,243) (12,222) 97,936 7,414 Class 529-A (7,496) (567) 54,874 4,166 Class 529-B (1,780) (134) 17,064 1,299 Class 529-C (5,184) (392) 25,809 1,963 Class 529-E (969) (74) 3,297 251 Class 529-F (38) (3) 1,916 145 Class R-1 (2,261) (172) 3,688 279 Class R-2 (30,794) (2,338) 86,165 6,569 Class R-3 (28,674) (2,178) 73,420 5,615 Class R-4 (12,668) (971) 7,013 521 Class R-5 (30,931) (2,348) 22,276 1,726 Total net increase (decrease) $ (4,659,933) (355,246) $ 1,487,583 113,315 Year ended December 31, 2002(2) Class A $ (3,478,409) (279,194) $ 1,448,771 114,973 Class B (115,299) (9,277) 465,632 37,122 Class C (111,519) (8,994) 364,202 28,972 Class F (132,996) (10,729) 103,511 8,213 Class 529-A (1,501) (121) 49,333 3,950 Class 529-B (330) (27) 16,372 1,312 Class 529-C (638) (51) 27,397 2,194 Class 529-E (16) (1) 3,402 273 Class 529-F (1) -* 160 13 Class R-1 (25) (2) 813 66 Class R-2 (2,162) (175) 20,248 1,644 Class R-3 (3,212) (260) 17,671 1,430 Class R-4 (585) (47) 10,303 844 Class R-5 (10,934) (888) 76,352 6,125 Total net increase (decrease) $ (3,857,627) (309,766) $ 2,604,167 207,131 * 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. FORWARD CURRENCY CONTRACTS As of December 31, 2003, the fund had outstanding forward currency contracts to sell non-U.S. currencies as follows: NON-U.S. CURRENCY CONTRACTS CONTRACT AMOUNT U.S. VALUATIONS AT DECEMBER 31, 2003 Unrealized Non-U.S. U.S. Amount depreciation (000) (000) (000) (000) Sales: Euros expiring 1/20 to 3/23/2004 Euro 64,458 $78,562 $80,774 $(2,212) Hungarian Forint expiring 2/27 to 5/28/2004 HUF 10,439,374 45,311 47,817 (2,506) Forward currency contracts - net $123,873 $128,591 $(4,718) 7. 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 $3,047,561,000, which represented 17.98% of the net assets of the fund. 8. INVESTMENT TRANSACTIONS AND OTHER DISCLOSURES The fund made purchases and sales of investment securities, excluding short-term securities, of $11,309,553,000 and $8,816,998,000, 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 $746,000 included $71,000 that was offset by this reduction, rather than paid in cash. FINANCIAL HIGHLIGHTS (1) Income 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 $12.70 $.68 $.84 $1.52 Year ended 12/31/2002 12.79 .82 (.08) .74 Year ended 12/31/2001 12.79 .93 (.03) .90 Year ended 12/31/2000 12.98 .94 (.17) .77 Year ended 12/31/1999 13.61 .93 (.63) .30 Class B: Year ended 12/31/2003 12.70 .58 .84 1.42 Year ended 12/31/2002 12.79 .72 (.08) .64 Year ended 12/31/2001 12.79 .83 (.03) .80 Period from 3/15/2000 to 12/31/2000 12.92 .62 (.08) .54 Class C: Year ended 12/31/2003 12.70 .57 .84 1.41 Year ended 12/31/2002 12.79 .71 (.08) .63 Period from 3/15/2001 to 12/31/2001 13.05 .63 (.27) .36 Class F: Year ended 12/31/2003 12.70 .67 .84 1.51 Year ended 12/31/2002 12.79 .81 (.08) .73 Period from 3/15/2001 to 12/31/2001 13.05 .70 (.27) .43 Class 529-A: Year ended 12/31/2003 12.70 .67 .84 1.51 Period from 2/15/2002 to 12/31/2002 12.76 .69 (.04) .65 Class 529-B: Year ended 12/31/2003 12.70 .55 .84 1.39 Period from 2/15/2002 to 12/31/2002 12.76 .60 (.04) .56 Class 529-C: Year ended 12/31/2003 12.70 .55 .84 1.39 Period from 2/19/2002 to 12/31/2002 12.73 .60 (.02) .58 Class 529-E: Year ended 12/31/2003 12.70 .62 .84 1.46 Period from 3/7/2002 to 12/31/2002 12.70 .61 .02 .63 Class 529-F: Year ended 12/31/2003 12.70 .64 .84 1.48 Period from 9/26/2002 to 12/31/2002 12.31 .19 .40 .59 Class R-1: Year ended 12/31/2003 12.70 .57 .84 1.41 Period from 6/11/2002 to 12/31/2002 12.65 .38 .06 .44 Class R-2: Year ended 12/31/2003 12.70 .57 .84 1.41 Period from 5/31/2002 to 12/31/2002 12.72 .40 (.01) .39 Class R-3: Year ended 12/31/2003 12.70 .62 .84 1.46 Period from 6/4/2002 to 12/31/2002 12.73 .42 (.02) .40 Class R-4: Year ended 12/31/2003 12.70 .67 .84 1.51 Period from 5/20/2002 to 12/31/2002 12.67 .47 .04 .51 Class R-5: Year ended 12/31/2003 12.70 .71 .84 1.55 Period from 5/15/2002 to 12/31/2002 12.66 .52 .05 .57 Dividends Ratio of Ratio of (from net Net asset Net assets, expenses net income investment value, end Total end of period to average to average income) of period return(3) (in millions) net assets net assets Class A: Year ended 12/31/2003 $(.71) $13.51 12.22% $13,991 .67% (5) 5.15% Year ended 12/31/2002 (.83) 12.70 6.11 12,600 .71 6.59 Year ended 12/31/2001 (.90) 12.79 7.15 11,223 .71 7.17 Year ended 12/31/2000 (.96) 12.79 6.19 9,366 .72 7.35 Year ended 12/31/1999 (.93) 12.98 2.29 9,477 .69 6.96 Class B: Year ended 12/31/2003 (.61) 13.51 11.38 1,274 1.41 (5) 4.37 Year ended 12/31/2002 (.73) 12.70 5.28 939 1.47 5.77 Year ended 12/31/2001 (.80) 12.79 6.37 471 1.45 6.30 Period from 3/15/2000 to 12/31/2000 (.67) 12.79 4.33 88 1.42 (6) 6.65 (6) Class C: Year ended 12/31/2003 (.60) 13.51 11.29 848 1.49 (5) 4.26 Year ended 12/31/2002 (.72) 12.70 5.20 554 1.55 5.66 Period from 3/15/2001 to 12/31/2001 (.62) 12.79 2.83 188 1.57 (6) 6.25 (6) Class F: Year ended 12/31/2003 (.70) 13.51 12.15 292 .72 (5) 5.02 Year ended 12/31/2002 (.82) 12.70 6.04 180 .77 6.44 Period from 3/15/2001 to 12/31/2001 (.69) 12.79 3.35 76 .79 (6) 7.03 (6) Class 529-A: Year ended 12/31/2003 (.70) 13.51 12.21 110 .68 (5) 5.05 Period from 2/15/2002 to 12/31/2002 (.71) 12.70 5.33 50 .75 (6) 6.46 (6) Class 529-B: Year ended 12/31/2003 (.58) 13.51 11.18 35 1.61 (5) 4.13 Period from 2/15/2002 to 12/31/2002 (.62) 12.70 4.55 17 1.64 (6) 5.57 (6) Class 529-C: Year ended 12/31/2003 (.58) 13.51 11.19 56 1.59 (5) 4.15 Period from 2/19/2002 to 12/31/2002 (.61) 12.70 4.75 28 1.63 (6) 5.58 (6) Class 529-E: Year ended 12/31/2003 (.65) 13.51 11.77 7 1.06 (5) 4.68 Period from 3/7/2002 to 12/31/2002 (.63) 12.70 5.14 3 1.13 (6) 6.06 (6) Class 529-F: Year ended 12/31/2003 (.67) 13.51 11.96 2 .82 (5) 4.72 Period from 9/26/2002 to 12/31/2002 (.20) 12.70 4.81 - (4) .30 1.51 Class R-1: Year ended 12/31/2003 (.60) 13.51 11.29 5 1.49 (5)(7) 4.13 Period from 6/11/2002 to 12/31/2002 (.39) 12.70 3.59 1 1.52 (6)(7) 5.55 (6) Class R-2: Year ended 12/31/2003 (.60) 13.51 11.33 111 1.46 (5)(7) 4.20 Period from 5/31/2002 to 12/31/2002 (.41) 12.70 3.23 21 1.48 (6)(7) 5.56 (6) Class R-3: Year ended 12/31/2003 (.65) 13.51 11.76 95 1.07 (5)(7) 4.59 Period from 6/4/2002 to 12/31/2002 (.43) 12.70 3.31 18 1.10 (6)(7) 5.95 (6) Class R-4: Year ended 12/31/2003 (.70) 13.51 12.15 18 .72 (5)(7) 5.05 Period from 5/20/2002 to 12/31/2002 (.48) 12.70 4.21 11 .74 (6)(7) 6.20 (6) Class R-5: Year ended 12/31/2003 (.74) 13.51 12.52 106 .40 (5) 5.39 Period from 5/15/2002 to 12/31/2002 (.53) 12.70 4.66 78 .42 (6) 6.75 (6) Year ended December 31 2003 2002 2001 2000 1999 Portfolio turnover rate for all classes of shares 60% 50% 64% 62% 47% (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) During the year ended December 31, 2003, CRMC voluntarily reduced fees for investment advisory services. The expense ratios for all share classes were not affected by the reduction of fees. (6) Annualized. (7) 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 1.65%, 1.94% and 1.12% for classes R-1, R-2 and R-3,respectively, during the year ended December 31, 2003,and 2.53%, 1.67%, 1.20% and .77% 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-4 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 THE BOND FUND OF AMERICA, INC.: We have audited the accompanying statement of assets and liabilities of The Bond Fund of America, 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 The Bond Fund of America, 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 9, 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, 1% 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, 1% 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, 8% 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 +6.38% +6.53%(1) Not reflecting CDSC +11.38% +7.18%(1) CLASS C SHARES Reflecting CDSC, maximum of 1%, payable only if shares are sold within one year of purchase +10.29% +6.86%(2) Not reflecting CDSC +11.29% +6.86%(2) CLASS F SHARES(3) Not reflecting annual asset-based fee charged by sponsoring firm +12.15% +7.65%(2) CLASS 529-A SHARES Reflecting 3.75% maximum sales charge +8.04% +7.11%(4) Not reflecting maximum sales charge +12.21% +9.33%(4) CLASS 529-B SHARES Reflecting applicable CDSC, maximum of 1%, payable only if shares are sold within six years of purchase +6.18% +6.35%(4) Not reflecting CDSC +11.18% +8.36%(4) CLASS 529-C SHARES Reflecting CDSC, maximum of 1%, payable only if shares are sold within one year of purchase +10.19% +8.52%(5) Not reflecting CDSC +11.19% +8.52%(5) CLASS 529-E SHARES(3) +11.77% +9.28%(6) CLASS 529-F SHARES(3) Not reflecting annual asset-based fee charged by sponsoring firm +11.96% +13.50%(7) Figures shown are past results and 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 more 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 7, 2002, when Class 529-E shares were first sold. (7) Average annual total return from September 26, 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 AMBASSADOR RICHARD G. CAPEN, JR., 69 1999 Corporate director and author; former U.S. Ambassador to Spain; former Vice Chairman, Knight-Ridder, Inc. (communications company); former Chairman and Publisher, The Miami Herald H. FREDERICK CHRISTIE, 70 1974 Private investor; former President and CEO, The Mission Group (non-utility holding company, subsidiary of Southern California Edison Company) DIANE C. CREEL, 55 1994 Chairman of the Board and CEO, Evocation, Inc. (organic waste management) MARTIN FENTON, 68 1989 Chairman of the Board and CEO, Senior Resource Group LLC (development and management of senior living communities) LEONARD R. FULLER, 57 1994 President and CEO, Fuller Consulting (financial management consulting firm) RICHARD G. NEWMAN, 69 1991 Chairman of the Board and CEO, AECOM Technology Corporation (engineering, consulting and professional services) FRANK M. SANCHEZ, 60 1999 Principal, The Sanchez Family Corporation dba McDonald's Restaurants (McDonald's licensee) "NON-INTERESTED" DIRECTORS NUMBER OF BOARDS WITHIN THE FUND COMPLEX(2) ON WHICH NAME AND AGE DIRECTOR SERVES OTHER DIRECTORSHIPS(3) HELD BY DIRECTOR AMBASSADOR RICHARD G. CAPEN, JR., 69 14 Carnival Corporation H. FREDERICK CHRISTIE, 70 19 Ducommun Incorporated; IHOP Corporation; Southwest Water Company; Valero L.P. DIANE C. CREEL, 55 12 Allegheny Technologies; BF Goodrich; Teledyne Technologies MARTIN FENTON, 68 16 None LEONARD R. FULLER, 57 14 None RICHARD G. NEWMAN, 69 13 Sempra Energy; Southwest Water Company Frank M. Sanchez, 60 12 None "INTERESTED" DIRECTORS(4) 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 PAUL G. HAAGA, JR., 55 1985 Executive Vice President and Director, Chairman of the Board Capital Research and Management Company; Director, The Capital Group Companies, Inc.;(5) Director, American Funds Distributors, Inc.(5) ABNER D. GOLDSTINE, 74 1974 Senior Vice President and Director, Capital President and Research and Management Company Principal Executive Officer DON R. CONLAN, 68 1996 President (retired), The Capital Group Companies, Inc.(5) "INTERESTED" DIRECTORS(4) NUMBER OF BOARDS WITHIN THE FUND COMPLEX(2) NAME, AGE AND ON WHICH POSITION WITH FUND DIRECTOR SERVES OTHER DIRECTORSHIPS(3) HELD BY DIRECTOR PAUL G. HAAGA, JR., 55 17 None Chairman of the Board ABNER D. GOLDSTINE, 74 12 None President and Principal Executive Officer DON R. CONLAN, 68 6 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) "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). (5) 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 DAVID C. BARCLAY, 47 1997 Senior Vice President and Director, Capital Senior Vice President Research and Management Company; Director, Capital Research Company(5) MARK R. MACDONALD, 44 2001 Senior Vice President, Capital Research and Senior Vice President Management Company JOHN H. SMET, 47 1994 Senior Vice President, Capital Research and Senior Vice President Management Company KRISTINE M. NISHIYAMA, 33 2003 Vice President and Counsel--Fund Business Vice President Management Group, Capital Research and Management Company JULIE F. WILLIAMS, 55 1982 Vice President--Fund Business Management Group, Secretary Capital Research and Management Company SUSI M. SILVERMAN, 33 2001 Vice President--Fund Business Management Group, Treasurer Capital Research and Management Company KIMBERLY S. VERDICK, 39 1994 Assistant Vice President--Fund Business Assistant Secretary Management Group, Capital Research and Management Company SHARON G. MOSELEY, 36 2003 Vice President--Fund Business Management Group, Assistant Treasurer Capital Research and Management Company OFFICES OF THE FUND AND OF THE 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 The Bond Fund of America. Class A shares are subject to a 3.75% maximum up-front sales charge that declines for accounts (and aggregated investments) of $100,000 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 0.74 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 0.82 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 0.05 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 THE BOND FUND OF AMERICA 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 The Bond Fund of America, 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: o A LONG-TERM, VALUE-ORIENTED APPROACH Rather than follow fads, we pursue a consistent strategy, focusing on each investment's long-term potential. o AN UNPARALLELED GLOBAL RESEARCH EFFORT American Funds draws on one of the industry's most globally integrated research networks. o 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. o 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. o 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-908-0204 Litho in USA BG/LPT/8053 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 Leonard R. Fuller, 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 $76,000 2003 $78,000 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. THE BOND FUND OF AMERICA, INC. By /s/ Abner D. Goldstine Abner D. Goldstine, President and PEO Date: March 8, 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/ Abner D. Goldstine Abner D. Goldstine, President and PEO Date: March 8, 2004 By /s/ Susi M. Silverman Susi M. Silverman, Treasurer Date: March 8, 2004