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: 811-862 The Growth Fund of America, Inc. (Exact Name of Registrant as specified in charter) P.O. Box 7650, One Market, Steuart Tower San Francisco, California 94120 (Address of principal executive offices) Registrant's telephone number, including area code: (415) 421-9360 Date of fiscal year end: August 31, 2004 Date of reporting period: February 29, 2004 Patrick F. Quan Secretary The Growth Fund of America, Inc. P.O. Box 7650, One Market, Steuart Tower San Francisco, California 94120 (name and address of agent for service) Copies to: Robert E. Carlson, Esq. Paul, Hastings, Janofsky & Walker LLP 515 South Flower Street Los Angeles, California 90071 (Counsel for the Registrant) <Page> ITEM 1 - Reports to Stockholders [logo - American Funds(R)] The right choice for the long term(R) THE GROWTH FUND OF AMERICA [front cover: four craftsmen assembling a sailing vessel] Semi-annual report for the six months ended February 29, 2004 THE GROWTH FUND OF AMERICA(R) invests in a wide range of companies that appear to offer superior opportunities for growth of capital. 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. RESULTS AT A GLANCE as of February 29, 2004 Five-year Lifetime Six-month One-year average annual average annual total returns total returns total returns total returns* The Growth Fund of America +14.1% +42.9% +7.6% +15.8% Standard & Poor's 500 Composite Index +14.6 +38.5 - 0.1 +12.3 Lipper Capital Appreciation Funds Index +13.0 +39.9 +1.0 +12.1 Lipper Growth Funds Index +11.8 +36.5 -1.5 +11.1 Lipper Multi-Cap Core Funds Index +14.8 ` +41.3 +2.3 +11.7 Lipper Multi-Cap Growth Funds Index +13.4 +43.9 -1.1 +12.0 *Since Capital Research and Management Company began managing the fund on December 1, 1973. Here are the average annual total returns on a $1,000 investment with all distributions reinvested for periods ended March 31, 2004 (the most recent calendar quarter): Class A shares 1 year 5 years 10 years Reflecting 5.75% maximum sales charge +32.90% +5.54% +13.50% Results for other share classes can be found on page 28. Please see the inside back cover for important information about other share classes. 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. [photo of construction worker] FELLOW SHAREHOLDERS: The strong U.S. stock market recovery continued during the six months ended February 29, 2004. Rising corporate earnings, tax cuts, low interest rates and weakness of the U.S. dollar helped fuel a rise in stock prices. The Growth Fund of America participated in the broad stock market rebound with a total return of 14.1% for the recent six-month period. As the table at left shows, the fund outpaced three of the five benchmark indexes we use to measure its progress. It slightly trailed Standard & Poor's 500 Composite Index, a broad measure of U.S. stocks, for the past six months. For the 12 months ended February 29, The Growth Fund of America posted a total return of 42.9%, outpacing four of the five benchmarks. We urge shareholders to remember that, since these returns occurred during the market's recovery from a steep decline, they are unusually high and should not be expected to continue. For the 10 years ended February 29, 2004, the fund has outpaced all of its benchmarks by significant margins. For its lifetime of just over 30 years, the fund has an average annual total return of 15.8%, compared with 12.3% of the S&P 500. THE U.S. ECONOMY AND THE FEDERAL RESERVE The U.S. economy continued to expand during the past six months. Dividend and capital gains tax cuts and continued mortgage refinancing at low interest rates have given consumers money to spend. After three years of little or no growth, business spending has grown in the past 12 months. U.S.-based multinational corporations have been helped by the falling dollar, which has made U.S. exports more competitive. The Federal Reserve has maintained an accomodative monetary stance with the federal funds target rate at 1.0%, its lowest level since the summer of 1958. If the economy continues to grow, it would be typical for interest rates to rise. Commodity-based prices of metals, crude oil and agricultural products have increased in the past six months, a sign that inflation bears watching. These commodity-based prices are another source of potential upward pressure on interest rates. [Begin Sidebar] Figures shown on these two pages are past results for Class A shares and are not predictive of results in future periods. Current and future results may be lower or higher than those shown. Share prices and returns will vary, so investors may lose money. For the most current information and month-end results, visit americanfunds.com. Fund results shown, unless otherwise indicated, are at net asset value. If a sales charge (maximum 5.75%) had been deducted, the results would have been lower. [End Sidebar] WHAT HELPED RESULTS Telecommunications companies, whose stocks had fared badly during the three-year bear market, came back strongly. AT&T Wireless Services, one of the fund's largest telecommunications holdings, rose 57.5%. Cingular, a joint venture of SBC and Bell South, agreed to acquire AT&T Wireless Services in February for $41 billion in cash. Vodafone Group, a global operator of mobile telephone services, climbed 36.6%. Other telecommunications stocks showing large gains were Sprint PCS and Motorola. Rising commodity prices helped materials and energy companies. Metals companies benefiting from increasing demand in China were Phelps Dodge (+79.7%), Inco (+47.4%) and Freeport-McMoRan Copper & Gold (+42.2%). Energy companies LUKoil Holding, one of the largest oil companies in Russia (+43.7%), and Suncor Energy (+38.6%) were among the contributors, as crude oil prices remained high. A mixture of individual stocks provided signicant gains. Forest Laboratories, a pharmaceutical manufacturer, increased 60.6% on good market acceptance for Namenda, a new drug to treat Alzheimer's disease. Altria Group, a food, beverage and tobacco company, rose 39.6% because of improving earnings and favorable litigation news. WHAT HURT RESULTS Technology and media companies, which led the early part of the stock market rebound, lagged. For example, the NASDAQ Composite Index, which is dominated by large technology stocks, gained 3.5% in the last three months of the period while The Growth Fund of America rose 8.7%. Among our larger holdings that posted below-market results for the six-month period were Time Warner (+5.4%), Taiwan Semiconductor Manufacturing (-2.9%) and InterActiveCorp (-12.0%). These stocks made large contributions to the fund's 2003 fiscal results, and we believe they remain attractive long-term investments. A large number of new investors have joined the fund in the past six months, bringing the number of shareholder accounts to more than 4 million. We welcome our new investors and thank our long-term ones for their continuing support. Cordially, /s/ James F. Rothenberg /s/ Donald D. O'Neal James F. Rothenberg Donald D. O'Neal Chairman of the Board President April 8, 2004 Figures shown on this page are past results for Class A shares and are not predictive of results in future periods. Current and future results may be lower or higher than those shown. Share prices and returns will vary, so investors may lose money. Fund results shown are at net asset value. If a sales charge (maximum 5.75%) had been deducted, the results would have been lower. For current information about the fund, visit americanfunds.com. INVESTMENT PORTFOLIO, February 29, 2004 unaudited [begin pie chart] Percent of net INDUSTRY DIVERSIFICATION assets Pharmaceuticals & biotechnology 9.76 % Media 8.60 Retailing 8.30 Semiconductors & semiconductor equipment 8.03 Energy 7.20 Other industries 46.10 Cash & equivalents 12.01 [end pie chart] Percent of net LARGEST EQUITY HOLDINGS assets Time Warner 2.65 % American International Group 2.49 Lowe's Companies 1.97 Altria Group 1.93 Forest Laboratories 1.85 Target 1.83 Microsoft 1.83 InterActiveCorp 1.63 Comcast 1.57 Taiwan Semiconductor Manufacturing 1.46 Market value EQUITY SECURITIES - 87.97% Shares (000) (common and preferred stocks) PHARMACEUTICALS & BIOTECHNOLOGY - 9.76% Forest Laboratories, Inc. (1) 18,110,000 $ 1,366,943 Biogen Idec Inc. (formerly Biogen, Inc.) (1) 15,811,000 876,720 AstraZeneca PLC (Sweden) 10,818,000 521,501 AstraZeneca PLC (United Kingdom) 2,800,000 133,323 AstraZeneca PLC (ADR) 2,472,000 120,189 Sanofi-Synthelabo (France) 10,260,000 703,908 Eli Lilly and Co. 9,500,000 702,430 Amgen Inc. (1) 9,910,000 629,582 Genentech, Inc. (1) 3,700,000 399,193 Gilead Sciences, Inc. (1) 4,650,000 252,077 Allergan, Inc. 2,725,000 238,546 Elan Corp., PLC (ADR) (Ireland) (1) 13,565,000 195,607 Barr Pharmaceuticals, Inc. (1) 1,600,000 123,856 Pfizer Inc 3,100,000 113,615 Novartis AG (Switzerland) 2,134,000 94,535 Novartis AG (ADR) 400,843 17,697 Amylin Pharmaceuticals, Inc. (1) 4,500,000 103,140 Watson Pharmaceuticals, Inc. (1) 2,000,000 91,840 Celgene Corp. (1) 2,200,000 90,178 IDEXX Laboratories, Inc. (1) 1,705,000 87,074 Sepracor Inc. (1) 3,000,000 85,260 ImClone Systems Inc. (1) 2,000,000 83,960 Affymetrix, Inc. (1) 2,000,000 67,980 OSI Pharmaceuticals, Inc. (1) 1,500,000 49,125 ICOS Corp. (1) 1,000,000 38,280 Cell Therapeutics, Inc. (1) 1,150,000 10,166 Applera Corp. - Celera Genomics Group (1) 528,800 7,668 Schering-Plough Corp. 278,200 4,996 MEDIA - 8.58% Time Warner Inc. (formerly AOL Time Warner Inc.) (1) 113,400,000 1,956,150 Comcast Corp., Class A (1) 22,355,062 671,546 Comcast Corp., Class A, special nonvoting stock (1) 16,756,000 489,610 News Corp. Ltd., preferred (ADR) (Australia) 24,520,367 802,552 Liberty Media Corp., Class A (1) 68,625,000 782,325 Cox Communications, Inc., Class A (1) 15,250,000 494,100 Clear Channel Communications, Inc. 7,500,000 322,800 Fox Entertainment Group, Inc., Class A (1) 8,870,000 257,407 UnitedGlobalCom, Inc., Class A (1) 23,731,200 225,209 Walt Disney Co. 7,000,000 185,710 Viacom Inc., Class B, nonvoting 2,525,000 97,111 Viacom Inc., Class A 250,000 9,690 Hughes Electronics Corp. (formerly General Motors Corp., Class H - Hughes Electronic Corp.) (1) 2,500,000 43,350 NTL Inc., Series A, warrants, expire 2011 (1) 95,425 978 RETAILING - 8.30% Lowe's Companies, Inc. 25,934,000 1,452,304 Target Corp. 30,720,000 1,350,451 InterActiveCorp (1) 37,000,000 1,205,090 Kohl's Corp. (1) 11,800,000 607,700 eBay Inc. (1) 6,246,600 430,141 Limited Brands, Inc. 20,700,000 408,825 Office Depot, Inc. (1) 15,450,000 269,294 Michaels Stores, Inc. 3,350,000 160,934 Big Lots, Inc. (1) (2) 6,500,000 93,600 TJX Companies, Inc. 3,000,000 70,650 Yamada Denki Co., Ltd. (Japan) 1,725,000 54,619 Circuit City Stores, Inc. 2,300,000 25,714 SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT - 8.03% Taiwan Semiconductor Manufacturing Co. Ltd. (Taiwan) (1) 563,090,200 1,076,346 Applied Materials, Inc. (1) 40,343,500 856,896 Texas Instruments Inc. 24,571,200 753,107 Micron Technology, Inc. (1) (2) 32,498,800 488,782 Maxim Integrated Products, Inc. 8,440,800 421,280 Analog Devices, Inc. 6,816,666 340,152 Xilinx, Inc. (1) 6,875,000 289,025 Linear Technology Corp. 6,654,359 266,108 Microchip Technology Inc. 8,725,000 248,662 Altera Corp. (1) 10,892,000 240,495 KLA-Tencor Corp. (1) 4,080,000 215,424 ASML Holding NV (New York registered)(Netherlands) (1) 6,450,000 117,777 Teradyne, Inc. (1) 4,480,000 110,432 Tokyo Electron Ltd. (Japan) 1,835,000 110,344 Samsung Electronics Co., Ltd. (South Korea) 195,000 90,216 Agere Systems Inc., Class A (1) 22,166,247 86,005 Rohm Co., Ltd. (Japan) 632,000 71,222 LSI Logic Corp. (1) 7,000,000 70,700 PMC-Sierra, Inc. (1) 3,000,000 59,700 Cypress Semiconductor Corp. (1) 997,000 21,515 ENERGY - 7.20% Schlumberger Ltd. 12,480,000 804,835 Halliburton Co. 14,855,000 474,766 LUKoil Holding (ADR) (Russia) 3,750,000 420,375 Burlington Resources Inc. 6,820,000 399,243 Devon Energy Corp. 6,114,000 347,153 Suncor Energy Inc. (Canada) 13,263,369 344,953 Petro-Canada (Canada) 7,050,000 318,091 EOG Resources, Inc. (2) 6,200,000 275,838 BG Group PLC (United Kingdom) 40,291,737 238,309 Nexen Inc. (Canada) 6,200,000 231,648 Occidental Petroleum Corp. 5,000,000 222,000 Norsk Hydro ASA (ADR) (Norway) 2,799,800 202,594 Canadian Natural Resources, Ltd. (Canada) 3,100,000 169,852 Pogo Producing Co. (2) 3,644,400 165,346 Shell Canada Ltd. (Canada) 2,980,000 137,153 Apache Corp. 3,145,060 129,482 Baker Hughes Inc. 2,794,100 105,114 Imperial Oil Ltd. (Canada) 2,000,000 91,331 Exxon Mobil Corp. 1,900,000 80,123 Noble Energy, Inc. 1,280,000 59,878 Murphy Oil Corp. 878,000 55,077 Nabors Industries Ltd. (1) 600,000 28,410 Patterson-UTI Energy, Inc. (1) 425,000 15,419 SOFTWARE & SERVICES - 6.15% Microsoft Corp. 50,875,000 1,348,188 First Data Corp. (formed by the merger of First Data Corp. and Concord EFS,Inc.) 16,790,000 688,054 Yahoo! Inc. (1) 11,885,800 527,730 Automatic Data Processing, Inc. 10,550,000 447,848 PeopleSoft, Inc. (1) 10,888,200 234,967 Paychex, Inc. 7,200,000 231,624 T-Online International AG (Germany) (1) 16,000,000 218,944 Cadence Design Systems, Inc. (1) 12,400,000 191,332 Yahoo Japan Corp. (Japan) (1) 10,035 184,053 Sabre Holdings Corp., Class A 7,062,811 160,255 Ceridian Corp. (1) 6,240,900 118,140 SINA Corp. (Hong Kong) (1) (2) 2,552,000 112,750 Oracle Corp. (1) 4,475,000 57,638 Homestore, Inc. (1) 4,100,000 20,008 ProAct Technologies Corp., Series C, convertible preferred (1) (3) (4) 6,500,000 2,665 CAPITAL GOODS - 4.65% Tyco International Ltd. 31,175,000 890,670 Illinois Tool Works Inc. 7,450,000 592,424 General Dynamics Corp. 5,120,700 471,719 General Electric Co. 14,190,000 461,459 Boeing Co. 10,200,000 442,374 Northrop Grumman Corp. 2,950,100 298,285 Bombardier Inc., Class B (Canada) 27,500,000 133,499 Deere & Co. 1,200,000 77,076 Raytheon Co. 2,100,000 63,840 BANKS & DIVERSIFIED FINANCIALS - 4.13% Freddie Mac 14,130,000 874,930 Fannie Mae 11,123,200 833,128 Bank of New York Co., Inc. 12,695,000 418,935 CIT Group Inc. 4,950,000 195,376 Capital One Financial Corp. 2,500,000 176,800 Wells Fargo & Co. 2,730,000 156,565 SunTrust Banks, Inc. 1,500,000 108,465 SMFG Finance (Cayman) Ltd. 2.25% mandatorily exchangeable preferred 2005, units (Japan) 4,572,000,000 82,135 Citigroup Inc. 1,535,000 77,149 MBNA Corp. 2,000,000 54,660 City National Corp. 675,000 41,958 J.P. Morgan Chase & Co. 775,000 31,790 TECHNOLOGY HARDWARE & EQUIPMENT - 3.90% QUALCOMM Inc. 10,595,000 672,253 Cisco Systems, Inc. (1) 15,714,500 363,005 Flextronics International Ltd. (Singapore) (1) 14,025,000 253,853 CDW Corp. 3,500,000 242,130 International Business Machines Corp. 1,980,000 191,070 Fujitsu Ltd. (Japan) (1) 31,048,000 186,418 Sun Microsystems, Inc. (1) 32,921,000 175,798 Solectron Corp. (1) 20,970,600 134,002 Hirose Electric Co., Ltd. (Japan) 1,040,000 114,448 Hoya Corp. (Japan) 1,051,000 98,300 Murata Manufacturing Co., Ltd. (Japan) 1,694,000 93,828 National Instruments Corp. 2,250,000 77,760 Hewlett-Packard Co. 3,138,500 71,275 Hon Hai Precision Industry Co., Ltd. (Taiwan) 11,400,000 50,789 Jabil Circuit, Inc. (1) 1,500,000 41,970 Dell Inc. (1) 1,080,000 35,262 Nortel Networks Corp. (Canada) (1) 3,800,000 30,324 Sanmina-SCI Corp. (1) 2,000,000 25,380 Motorola, Inc. 1,276,500 23,551 TELECOMMUNICATION SERVICES - 3.83% AT&T Wireless Services, Inc. (1) 64,174,500 871,490 Vodafone Group PLC (ADR) (United Kingdom) 29,075,000 726,003 Vodafone Group PLC 57,065,000 142,938 Sprint Corp. - PCS Group, Series 1 (1) 37,770,300 339,933 Sprint Corp. - FON Group 3,000,000 53,190 Sprint Corp. 7.125% convertible preferred 2004 1,000,000 units 9,990 Telefonica, SA (ADR) (Spain) 4,232,411 208,277 China Unicom Ltd. (China) (1) 150,000,000 192,723 KDDI Corp. (Japan) 20,000 103,477 Deutsche Telekom AG (Germany) (1) 5,000,000 98,108 AT&T Corp. 2,500,000 50,075 Royal KPN NV (Netherlands) (1) 3,680,000 29,149 Broadview Networks Holdings, Inc., Series E, convertible preferred (1) (3) (4) 1,588,972 3,337 Broadview Networks Holdings, Inc., Series E, warrants, expire 2012 (1) (3) (4) 730,928 1,527 INSURANCE - 3.79% American International Group, Inc. 24,880,200 1,841,135 XL Capital Ltd., Class A 4,870,000 373,334 Berkshire Hathaway Inc., Class A (1) 1,850 174,825 Marsh & McLennan Companies, Inc. 2,475,900 118,818 Aon Corp. 3,218,600 84,424 Chubb Corp. 1,075,000 76,304 Mitsui Sumitomo Insurance Co., Ltd. (Japan) 8,000,000 70,079 Protective Life Corp. 1,500,000 57,060 FOOD, BEVERAGE & TOBACCO - 3.71% Altria Group, Inc. 24,725,000 1,422,924 Coca-Cola Co. 6,470,000 323,241 Anheuser-Busch Companies, Inc. 5,280,000 281,002 Unilever NV (New York registered) (Netherlands) 3,300,000 239,910 PepsiCo, Inc. 4,000,000 207,600 Kerry Group PLC, Class A (Ireland) 6,214,826 117,836 Adolph Coors Co., Class B 1,180,000 79,980 General Mills, Inc. 1,235,000 56,785 Wm. Wrigley Jr. Co. 235,600 13,250 HEALTH CARE EQUIPMENT & SERVICES - 2.82% HCA Inc. 12,720,000 540,854 Cardinal Health, Inc. 7,520,000 490,530 Express Scripts, Inc. (1) (2) 4,710,000 342,700 Medtronic, Inc. 4,760,000 223,244 Anthem, Inc. (1) 1,752,400 150,619 Applera Corp. - Applied Biosystems Group 4,100,000 93,480 Caremark Rx, Inc. (1) 2,700,000 87,102 Andrx Group (1) 2,720,000 81,491 Lincare Holdings Inc. (1) 2,200,000 71,148 MATERIALS - 2.56% Freeport-McMoRan Copper & Gold Inc., Class B 7,330,000 312,625 Inco Ltd. (Canada) (1) 7,000,000 260,120 Phelps Dodge Corp. (1) 2,500,000 215,650 Rio Tinto PLC (United Kingdom) 7,000,000 188,203 BHP Billiton Ltd. (Australia) 19,516,661 184,935 Dow Chemical Co. 3,185,000 138,452 CRH PLC (Ireland) 5,900,000 123,642 Nitto Denko Corp. (Japan) 2,111,000 104,019 Potash Corp. of Saskatchewan Inc. (Canada) 1,202,000 99,405 CONSOL Energy Inc. (3) 3,700,000 93,351 Sealed Air Corp. (1) 1,580,000 78,763 Newmont Mining Corp. 1,500,000 65,175 Millennium Chemicals Inc. (1) 2,000,000 26,740 TRANSPORTATION - 2.48% FedEx Corp. 8,396,300 576,658 Southwest Airlines Co. 33,524,877 462,979 United Parcel Service, Inc., Class B 6,078,300 429,310 Ryanair Holdings PLC (ADR) (Ireland) (1) 6,835,000 236,559 Burlington Northern Santa Fe Corp. 3,950,000 127,111 HOTELS, RESTAURANTS & LEISURE - 2.05% Carnival Corp., units 13,050,000 579,029 Starbucks Corp. (1) 8,329,200 311,595 Harrah's Entertainment, Inc. 4,650,000 241,568 MGM Mirage, Inc. (1) 4,700,000 204,685 Mandalay Resort Group 2,750,000 141,350 McDonald's Corp. 1,300,000 36,790 FOOD & STAPLES RETAILING - 1.21% Walgreen Co. 14,683,200 523,603 Wal-Mart Stores, Inc. 3,050,000 181,658 Whole Foods Market, Inc. 974,800 75,401 Wal-Mart de Mexico, SA de CV, Series V (ADR) (Mexico) 1,895,100 58,085 Wal-Mart de Mexico, SA de CV, Series V 4,750,000 14,615 Wal-Mart de Mexico, SA de CV, Series C 5,788 18 SYSCO Corp. 1,000,000 39,650 COMMERCIAL SERVICES & SUPPLIES - 0.73% Allied Waste Industries, Inc. (1) 10,650,000 134,510 Monster Worldwide, Inc. (1) 5,300,000 116,600 Robert Half International Inc. (1) 4,610,000 103,587 Republic Services, Inc. 3,000,000 78,720 Cendant Corp. 3,000,000 68,100 United Rentals, Inc. (1) 1,927,600 33,810 AUTOMOBILES & COMPONENTS - 0.30% Harley-Davidson Motor Co. 2,130,000 113,146 Dana Corp. 5,000,000 106,950 OTHER - 0.24% Questar Corp. 2,475,000 88,729 Avon Products, Inc. 997,200 70,402 Estee Lauder Companies Inc., Class A 500,000 21,300 MISCELLANEOUS - 3.55% Other equity securities in initial period of acquisition 2,621,288 TOTAL EQUITY SECURITIES (cost: $53,757,376,000) 64,976,054 Market Principal amount value FIXED-INCOME SECURITIES - 0.02% (000) (000) MEDIA - 0.02% AOL Time Warner Inc. 5.625% 2005 $ 10,795 $ 11,278 TOTAL FIXED-INCOME SECURITIES (cost: $10,429,000) 11,278 Market Principal amount value SHORT-TERM SECURITIES - 11.65% (000) (000) U.S. TREASURIES - 5.27% U.S. Treasury Bills 0.841%-1.045% due 3/4-7/22/2004 $ 3,899,200 $ 3,891,792 CORPORATE SHORT-TERM NOTES - 4.77% Edison Asset Securitization LLC 1.04% due 3/5-5/7/2004 (3) 95,000 94,887 General Electric Capital Services, Inc. 1.03%-1.06% due 4/7-5/7/2004 80,000 79,891 Pfizer Inc 0.99% due 3/2-5/13/2004 (3) 160,000 159,806 Exxon Asset Management Co. 0.98%-0.99% due 3/10-3/26/2004 (3) 100,000 99,951 Exxon Project Investment Corp. 0.99% due 3/4/2004 (3) 50,000 49,994 Wal-Mart Stores Inc. 0.98%-0.99% due 3/2-4/6/2004 (3) 150,000 149,924 Variable Funding Capital Corp. 1.02%-1.03% due 3/5-4/16/2004 (3) 150,000 149,910 CAFCO, LLC 1.02%-1.03% due 3/16-3/22/2004 (3) 100,000 99,938 Ciesco LLC 1.04% due 4/6/2004 (3) 50,000 49,947 Triple-A One Funding Corp. 1.02%-1.03% due 3/9-4/8/2004 (3) 150,000 149,881 Coca-Cola Co. 1.00%-1.02% due 3/1-5/14/2004 150,000 149,867 DuPont (E.I.) de Nemours & Co. 0.99%-1.02% due 3/24-5/12/2004 150,000 149,812 Household Finance Corp. 1.03% due 4/5-4/26/2004 150,000 149,789 Bank of America Corp. 1.02%-1.10% due 3/15-4/16/2004 120,500 120,385 Receivables Capital Corp. 1.05% due 3/15/2004 (3) 25,000 24,989 ChevronTexaco Corp. 0.98%-1.03% due 3/29-4/16/2004 125,000 124,872 Procter & Gamble Co. 0.97%-1.00% due 3/17-4/20/2004 (3) 110,000 109,880 American Express Credit Corp. 1.01%-1.02% due 4/28-5/10/2004 105,000 104,808 Verizon Network Funding Corp. 0.99%-1.00% due 3/19-4/13/2004 100,000 99,918 New Center Asset Trust 1.02%-1.03% due 3/16-4/28/2004 100,000 99,871 Clipper Receivables Corp. 1.03%-1.04% due 4/26-5/19/2004 (3) 100,000 99,806 Gannett Co. 0.98%-0.99% due 3/10-3/24/2004 (3) 90,000 89,955 Caterpillar Financial Services Corp. 0.99%-1.02% due 3/2-6/1/2004 85,000 84,914 FCAR Owner Trust I 1.03%-1.04% due 3/19-4/27/2004 80,000 79,891 Merck & Co. Inc. 0.98% due 3/10-3/17/2004 78,400 78,368 Private Export Funding Corp. 1.05%-1.10% due 3/11-5/18/2004 (3) 77,900 77,819 Archer Daniels Midland Co. 1.02%-1.10% due 3/2-5/25/2004 (3) 75,000 74,954 Netjets Inc. 1.01%-1.04% due 3/3-4/5/2004 (3) 67,600 67,575 Three Pillars Funding Corp. 1.03% due 3/1-3/26/2004 (3) 65,000 64,980 Park Avenue Receivables Corp. 1.03%-1.04% due 3/3-3/23/2004 (3) 60,000 59,972 Abbott Laboratories Inc. 0.98% due 3/30/2004 (3) 60,000 59,951 American General Finance Corp. 1.00%-1.02% due 3/15-4/13/2004 40,000 39,971 AIG Funding, Inc. 1.01% due 4/19/2004 20,000 19,973 Medtronic Inc. 0.97%-0.98% due 3/24-3/29/2004 (3) 55,000 54,959 Preferred Receivables Funding Corp. 1.02%-1.03% due 3/24-4/20/2004 (3) 50,000 49,944 Kimberly-Clark Worldwide Inc. 0.97% due 3/3-3/23/2004 (3) 45,500 45,483 SBC International Inc. 0.99% due 3/12/2004 (3) 45,000 44,985 Clorox Co. 0.98% due 4/7/2004 45,000 44,953 USAA Capital Corp. 0.99% due 3/16/2004 40,000 39,982 Harvard University 1.02% due 3/17/2004 30,000 29,986 Colgate-Palmolive Co. 0.97% due 3/31/2004 (3) 30,000 29,975 IBM Credit Corp. 1.00% due 3/17/2004 25,000 24,988 Yale University 1.03% due 4/7/2004 25,000 24,974 Eli Lilly and Co. 0.98% due 3/5/2004 (3) 20,000 19,997 FEDERAL AGENCY DISCOUNT NOTES - 1.34% International Bank for Reconstruction and Development 0.93%-1.01% due 3/12-5/17/2004 245,000 244,698 Federal Farm Credit Banks 0.94%-1.10% due 3/15-8/5/2004 237,500 236,839 Federal Home Loan Bank 0.98%-1.00% due 3/17-4/16/2004 175,000 174,846 Freddie Mac 1.00%-1.015% due 4/20-5/11/2004 150,000 149,758 Fannie Mae 1.00%-1.015% due 4/14-5/5/2004 100,000 99,845 Student Loan Marketing Assn. 0.997%-1.007% due 5/20-6/17/2004 (5) 53,500 53,501 Tennessee Valley Authority 0.94% due 3/18/2004 30,000 29,986 CERTIFICATES OF DEPOSIT - 0.27% Wells Fargo & Co. 1.02%-1.04% due 3/5-5/26/2004 150,000 149,992 State Street Bank & Trust 1.04% due 3/3/2004 50,000 50,000 TOTAL SHORT-TERM SECURITIES (cost: $8,607,551,000) 8,607,932 TOTAL INVESTMENT SECURITIES (cost: $62,375,356,000) 73,595,264 New Taiwanese Dollar (cost: $2,148,000) NT$73,393 2,209 Other assets less liabilities 262,407 NET ASSETS $73,859,880 (1) Security did not produce income during the last 12 months. (2) The fund owns 6.07%, 5.71%, 5.56%, 5.39%, 5.33% and 5.28% of the outstanding voting securities of Express Scripts, Inc., Pogo Producing Co., Big Lots, Inc., EOG Resources, Inc., Micron Technology, Inc. and SINA Corp., respectively, and thus is considered an affiliate of these companies under the Investment Company Act of 1940. (3) Purchased in a private placement transaction; resale may be limited to qualified institutional buyers; resale to the public may require registration. (4) Valued under fair value procedures adopted by authority of the Board of Directors. (5) Coupon rate may change periodically. ADR = American Depositary Receipts See Notes to Financial Statements EQUITY SECURITIES APPEARING IN THE PORTFOLIO SINCE AUGUST 31, 2003 Avon Products Barr Pharmaceuticals Boeing Caremark Rx Celgene City National CONSOL Energy Cox Communications CRH Dana Exxon Mobil Fujitsu Harley-Davidson Motor Harrah's Entertainment MGM Mirage Micron Technology Mitsui Sumitomo Insurance NTL Occidental Petroleum Phelps Dodge QUALCOMM SINA SunTrust Banks SYSCO Tokyo Electron T-Online International UnitedGlobalCom Wal-Mart Stores Watson Pharmaceuticals Wells Fargo Wm. Wrigley Jr. Yahoo Japan Yamada Denki EQUITY SECURITIES ELIMINATED FROM THE PORTFOLIO SINCE AUGUST 31, 2003 Adelphia Communications ALLTEL ALSTOM Applied Micro Circuits Arch Coal Becton, Dickinson Broadcom Celestica El Paso FleetBoston Financial National Semiconductor New UPC Novell NTT DoCoMo Sallie Mae SAP Scientific-Atlanta Telewest Communications Univision Communications Waste Management FINANCIAL STATEMENTS STATEMENT OF ASSETS AND LIABILITIES unaudited at February 29, 2004 (dollars and shares in thousands, except per-share amounts) ASSETS: Investment securities at market: Unaffiliated issuers (cost: $61,188,033) $72,116,248 Affiliated issuers (cost: $1,187,323) 1,479,016 $73,595,264 Cash denominated in non-U.S. currencies (cost: $2,148) 2,209 Cash 13,639 Receivables for: Sales of investments 305,567 Sales of fund's shares 274,360 Dividends and interest 40,584 620,511 74,231,623 LIABILITIES: Payables for: Purchases of investments 257,969 Repurchases of fund's shares 48,264 Investment advisory services 16,915 Services provided by affiliates 46,303 Deferred Directors' compensation 1,306 Other fees and expenses 986 371,743 NET ASSETS AT FEBRUARY 29, 2004 $73,859,880 NET ASSETS CONSIST OF: Capital paid in on shares of capital stock $63,365,110 Accumulated net investment loss (8,209) Accumulated net realized loss (716,908) Net unrealized appreciation 11,219,887 NET ASSETS AT FEBRUARY 29, 2004 $73,859,880 TOTAL AUTHORIZED CAPITAL STOCK - 3,500,000 SHARES, $.001 PAR VALUE Net assets Shares Net asset value outstanding per share(1) Class A $51,977,947 2,025,688 $25.66 Class B 4,630,262 185,100 25.01 Class C 4,331,272 173,485 24.97 Class F 6,068,105 237,471 25.55 Class 529-A 680,357 26,573 25.60 Class 529-B 188,762 7,483 25.22 Class 529-C 229,465 9,095 25.23 Class 529-E 37,541 1,473 25.48 Class 529-F 11,714 458 25.58 Class R-1 45,339 1,790 25.33 Class R-2 611,256 24,151 25.31 Class R-3 2,105,379 82,770 25.44 Class R-4 2,165,966 84,715 25.57 Class R-5 776,515 30,224 25.69 (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 $27.23 and $27.16, respectively. See Notes to Financial Statements STATEMENT OF OPERATIONS unaudited for the six months ended February 29, 2004 (dollars in thousands) INVESTMENT INCOME: Income: Dividends (net of non-U.S. withholding tax of $4,123; also includes $869 from affiliates) $212,623 Interest 37,353 $249,976 Fees and expenses: Investment advisory services 92,785 Distribution services 109,175 Transfer agent services 31,495 Administrative services 12,461 Reports to shareholders 1,534 Registration statement and prospectus 1,706 Postage, stationery and supplies 3,789 Directors' compensation 256 Auditing and legal 83 Custodian 2,399 State and local taxes 1 Other 179 Total expenses before reimbursement 255,863 Reimbursement of expenses 278 255,585 Net investment loss (5,609) NET REALIZED GAIN AND UNREALIZED APPRECIATION ON INVESTMENTS AND NON-U.S. CURRENCY: Net realized gain on: Investments 1,221,091 Non-U.S. currency transactions (523) 1,220,568 Net unrealized appreciation on: Investments 7,145,199 Non-U.S. currency translations 924 7,146,123 Net realized gain and unrealized appreciation on investments and non-U.S. currency 8,366,691 NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $8,361,082 See Notes to Financial Statements STATEMENT OF CHANGES IN NET ASSETS (dollars in thousands) Six months Year ended ended February 29, August 31, 2004* 2003 OPERATIONS: Net investment (loss) income $ (5,609) $78,333 Net realized gain on investments and non-U.S. currency transactions 1,220,568 220,101 Net unrealized appreciation on investments and non-U.S. currency translations 7,146,123 8,438,265 Net increase in net assets resulting from operations 8,361,082 8,736,699 DIVIDENDS PAID TO SHAREHOLDERS FROM NET INVESTMENT INCOME (20,306) (37,508) CAPITAL SHARE TRANSACTIONS 11,816,946 8,890,875 TOTAL INCREASE IN NET ASSETS 20,157,722 17,590,066 NET ASSETS: Beginning of period 53,702,158 36,112,092 End of period (including accumulated net investment loss and undistributed net investment income: $(8,209) and $17,706, respectively) $73,859,880 $53,702,158 *Unaudited See Notes to Financial Statements NOTES TO FINANCIAL STATEMENTS unaudited 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION - The Growth 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 invests in a wide range of companies that appear to offer superior opportunities for growth of capital. The fund offers 14 share classes consisting of four retail share classes, five CollegeAmerica savings plan share classes and five retirement plan share classes. The CollegeAmerica savings plan share classes (529-A, 529-B, 529-C, 529-E and 529-F) are sponsored by the Commonwealth of Virginia and can be utilized to save for college education. The five retirement plan share classes (R-1, R-2, R-3, R-4 and R-5) are sold without any sales charges and do not carry any conversion rights. The fund's share classes are described below: - --------------------------------------------------------------------------------------------------------- Share class Initial sales charge Contingent deferred sales Conversion feature charge upon redemption - --------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------- Classes A and 529-A Up to 5.75% None (except 1% for None certain redemptions within one year of purchase without an initial sales charge) - --------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------- Classes B and 529-B None Declines from 5% to zero Classes B and 529-B convert to for redemptions within classes A and 529-A, six years of purchase respectively, after eight years - --------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------- Class C None 1% for redemptions within Class C converts to Class F one year of purchase after 10 years - --------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------- Class 529-C None 1% for redemptions within None one year of purchase - --------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------- Class 529-E None None None - --------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------- Classes F and 529-F None None None - --------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------- Classes R-1, R-2, R-3, None None None R-4 and R-5 - --------------------------------------------------------------------------------------------------------- Holders of all share classes have equal pro rata rights to assets, dividends and liquidation. Each share class has identical voting rights, except for the exclusive right to vote on matters affecting only its class. Share classes have different fees and expenses ("class-specific fees and expenses"), primarily due to different arrangements for distribution, administrative and shareholder services. Differences in class-specific fees and expenses will result in differences in net investment income and, therefore, the payment of different per-share dividends by each class. SIGNIFICANT ACCOUNTING POLICIES - The financial statements have been prepared to comply with accounting principles generally accepted in the United States of America. These principles require management to make estimates and assumptions that affect reported amounts and disclosures. Actual results could differ from those estimates. The following is a summary of the significant accounting policies followed by the fund: SECURITY VALUATION - Equity securities are valued at the official closing price of, or the last reported sale price on, the exchange or market on which such securities are traded, as of the close of business on the day the securities are being valued or, lacking any sales, at the last available bid price. Prices for each security are taken from the principal exchange or market in which the security trades. Fixed-income securities are valued at prices obtained from an independent pricing service, when such prices are available. However, where the investment adviser deems it appropriate, such securities will be valued at the mean quoted bid and asked prices or at prices for securities of comparable maturity, quality and type. Short-term securities maturing within 60 days are valued at amortized cost, which approximates market value. The ability of the issuers of the debt securities held by the fund to meet their obligations may be affected by economic developments in a specific industry, state or region. Securities and other assets for which representative market quotations are not readily available are fair valued as determined in good faith by authority of the fund's Board of Directors. Various factors may be reviewed in order to make a good faith determination of a security's fair value. These factors include, but are not limited to, the type and cost of the security; contractual or legal restrictions on resale of the security; relevant financial or business developments of the issuer; actively traded similar or related securities; conversion or exchange rights on the security; related corporate actions; significant events occurring after the close of trading in the security; and changes in overall market conditions. SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME - Security transactions are recorded by the fund as of the date the trades are executed with brokers. Realized gains and losses from security transactions are determined based on the specific identified cost of the securities. Dividend income is recognized on the ex-dividend date and interest income is recognized on an accrual basis. Market discounts, premiums and original issue discounts on fixed-income securities are amortized daily over the expected life of the security. CLASS ALLOCATIONS - Income, fees and expenses (other than class-specific fees and expenses) and realized and unrealized gains and losses are allocated daily among the various share classes based on their relative net assets. Class-specific fees and expenses, such as distribution, administrative and shareholder services, are charged directly to the respective share class. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS - Dividends and distributions paid to shareholders are recorded on the ex-dividend date. NON-U.S. CURRENCY TRANSLATION - Assets and liabilities, including investment securities, denominated in non-U.S. currencies are translated into U.S. dollars at the exchange rates in effect at the end of the reporting period. Purchases and sales of investment securities and income and expenses are translated into U.S. dollars at the exchange rates on the dates of such transactions. In the accompanying financial statements, the effects of changes in non-U.S. exchange rates on investment securities are included with the net realized gain or loss and net unrealized appreciation or depreciation on investments. The realized gain or loss and unrealized appreciation or depreciation resulting from all other transactions denominated in non-U.S. currencies are disclosed separately. 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 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; deferred expenses; cost of investments sold; 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 February 29, 2004, the cost of investment securities and cash denominated in non-U.S. currencies for federal income tax purposes was $62,381,177,000. As of February 29, 2004, the components of distributable earnings on a tax basis were as follows: (dollars in thousands) Distributions in excess of net investment income and currency losses $ (7,507) Accumulated short-term capital losses (1,178,532) Accumulated long-term capital gains 465,821 Gross unrealized appreciation on investment securities 13,375,769 Gross unrealized depreciation on investment securities (2,159,473) Accumulated short-term capital losses above include capital loss carryforwards of $424,032,000 and $1,509,623,000 expiring in 2010 and 2011, 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. Distributions paid to shareholders from net investment income and currency gains were as follows (dollars in thousands): Share class Six months ended February 29, 2004 Year ended August 31, 2003 Class A $ 11,834 $ 31,898 Class B - - Class C - - Class F 4,078 4,413 Class 529-A 640 455 Class 529-B - - Class 529-C - - Class 529-E - 13 Class 529-F 9 1 Class R-1 - 2 Class R-2 - 63 Class R-3 1,019 218 Class R-4 1,782 109 Class R-5 944 336 Total $ 20,306 $ 37,508 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 0.50% on the first $1 billion of daily net assets and decreasing to 0.276% on such assets in excess of $55 billion. For the six months ended February 29, 2004, the investment advisory services fee was $92,785,000, which was equivalent to an annualized rate of 0.298% of average net assets. CLASS-SPECIFIC FEES AND EXPENSES - Expenses that are specific to individual share classes are accrued directly to the respective share class. The principal class-specific fees and expenses are described below: DISTRIBUTION SERVICES - The fund has adopted plans of distribution for all share classes, except Class R-5. Under the plans, the Board of Directors approves certain categories of expenses that are used to finance activities primarily intended to sell fund shares. The plans provide for annual expenses, based on a percentage of average daily net assets, ranging from 0.25% to 1.00% as noted below. In some cases, the Board of Directors has approved expense amounts lower than plan limits. 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 February 29, 2004, unreimbursed expenses subject to reimbursement totaled $21,065,000 for Class A. There were no unreimbursed expenses subject to reimbursement for Class 529-A. ------------------------------------------------ ----------------------------- ----------------------------- 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 ------------------------------------------------ ----------------------------- ----------------------------- 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. 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 six months ended February 29, 2004, 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 $57,198 $29,024 Not applicable Not applicable Not applicable -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class B 20,014 2,471 Not applicable Not applicable Not applicable -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class C 17,336 Included $2,600 $545 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class F 5,982 Included 3,589 401 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class 529-A 440 Included 393 49 $262 in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class 529-B 751 Included 113 40 75 in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class 529-C 877 Included 132 38 88 in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class 529-E 73 Included 22 3 4 in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class 529-F 10 Included 6 1 15 in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class R-1 167 Included 25 9 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class R-2 1,635 Included 327 859 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class R-3 3,269 Included 981 778 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class R-4 1,423 Included 854 7 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class R-5 Not applicable Included 238 7 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Total $109,175 $31,495 $9,280 $2,737 $444 -------------------------------------------------------------------------------------------------------------- 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 $104,000 in current fees (either paid in cash or deferred) and a net increase of $152,000 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 Six months ended February 29, 2004 Class A $ 7,424,579 309,639 $ 11,367 479 Class B 752,768 32,302 - - Class C 1,281,307 54,902 - - Class F 2,040,673 85,518 3,553 150 Class 529-A 210,263 8,755 640 27 Class 529-B 51,156 2,164 - - Class 529-C 73,176 3,086 - - Class 529-E 11,559 485 - - Class 529-F 5,393 227 9 -* Class R-1 23,029 974 - - Class R-2 300,584 12,617 - - Class R-3 1,331,653 55,560 1,018 44 Class R-4 1,769,689 73,437 1,779 75 Class R-5 460,062 18,779 907 38 Total net increase (decrease) $ 15,735,891 658,445 $ 19,273 813 Year ended August 31, 2003 Class A $ 9,047,567 464,304 $ 30,635 1,635 Class B 1,070,469 55,879 - - Class C 1,255,978 65,233 - - Class F 2,106,047 107,747 3,909 209 Class 529-A 210,052 10,828 455 24 Class 529-B 65,004 3,377 - - Class 529-C 74,845 3,886 - - Class 529-E 14,036 728 13 1 Class 529-F 4,649 239 1 -* Class R-1 20,507 1,061 2 -* Class R-2 304,985 15,642 63 3 Class R-3 740,993 37,695 218 12 Class R-4 400,549 20,284 109 6 Class R-5 190,807 9,343 292 16 Total net increase (decrease) $ 15,506,488 796,246 $ 35,697 1,906 Share class Repurchases(1) Net increase Amount Shares Amount Shares Six months ended February 29, 2004 Class A $ (2,867,913) (119,426) $ 4,568,033 190,692 Class B (137,350) (5,864) 615,418 26,438 Class C (168,091) (7,173) 1,113,216 47,729 Class F (341,256) (14,244) 1,702,970 71,424 Class 529-A (9,576) (398) 201,327 8,384 Class 529-B (1,937) (81) 49,219 2,083 Class 529-C (3,154) (134) 70,022 2,952 Class 529-E (652) (28) 10,907 457 Class 529-F (132) (5) 5,270 222 Class R-1 (5,153) (214) 17,876 760 Class R-2 (52,145) (2,181) 248,439 10,436 Class R-3 (145,806) (6,076) 1,186,865 49,528 Class R-4 (162,608) (6,672) 1,608,860 66,840 Class R-5 (42,445) (1,763) 418,524 17,054 Total net increase (decrease) $ (3,938,218) (164,259) $ 11,816,946 494,999 Year ended August 31, 2003 Class A $ (5,340,089) (281,360) $ 3,738,113 184,579 Class B (293,438) (15,873) 777,031 40,006 Class C (269,689) (14,499) 986,289 50,734 Class F (511,381) (26,978) 1,598,575 80,978 Class 529-A (8,258) (429) 202,249 10,423 Class 529-B (2,057) (107) 62,947 3,270 Class 529-C (3,782) (195) 71,063 3,691 Class 529-E (218) (11) 13,831 718 Class 529-F (57) (3) 4,593 236 Class R-1 (1,954) (99) 18,555 962 Class R-2 (45,532) (2,350) 259,516 13,295 Class R-3 (98,763) (5,062) 642,448 32,645 Class R-4 (51,101) (2,582) 349,557 17,708 Class R-5 (24,991) (1,283) 166,108 8,076 Total net increase (decrease) $ (6,651,310) (350,831) $ 8,890,875 447,321 * Amount less than one thousand. (1) Includes exchanges between share classes of the fund. 6. RESTRICTED SECURITIES The fund has invested in certain securities for which resale may be limited to qualified buyers or which are otherwise restricted. These securities are identified in the investment portfolio. As of February 29, 2004, the total value of restricted securities was $2,080,000, which represented 2.82% of the net assets of the fund. 7. INVESTMENT TRANSACTIONS AND OTHER DISCLOSURES The fund made purchases and sales of investment securities, excluding short-term securities, of $14,439,662,000 and $6,040,049,000, respectively, during the six months ended February 29, 2004. 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 six months ended February 29, 2004, the custodian fee of $2,399,000 included $11,000 that was offset by this reduction, rather than paid in cash. Financial highlights (1) Income (loss) from investment operations (2) Net Net asset gains(losses) value, Net on securities Total from beginning investment (both realized investment of period income (loss) and unrealized) operations Class A: Six months ended 2/29/2004 (4) $22.49 $.01 $3.17 $3.18 Year ended 8/31/2003 18.57 .06 3.88 3.94 Year ended 8/31/2002 23.20 .04 (4.62) (4.58) Year ended 8/31/2001 35.91 .15 (8.62) (8.47) Year ended 8/31/2000 26.20 .18 12.77 12.95 Year ended 8/31/1999 17.95 .07 10.48 10.55 Class B: Six months ended 2/29/2004 (4) 22.00 (.08) 3.09 3.01 Year ended 8/31/2003 18.28 (.09) 3.81 3.72 Year ended 8/31/2002 22.98 (.13) (4.57) (4.70) Year ended 8/31/2001 35.79 (.07) (8.56) (8.63) Period from 3/15/2000 to 8/31/2000 32.44 - (6) 3.35 3.35 Class C: Six months ended 2/29/2004 (4) 21.96 (.08) 3.09 3.01 Year ended 8/31/2003 18.26 (.10) 3.80 3.70 Year ended 8/31/2002 22.95 (.13) (4.56) (4.69) Period from 3/15/2001 to 8/31/2001 23.78 (.08) (.75) (.83) Class F: Six months ended 2/29/2004 (4) 22.41 .01 3.15 3.16 Year ended 8/31/2003 18.53 .05 3.87 3.92 Year ended 8/31/2002 23.19 .03 (4.61) (4.58) Period from 3/15/2001 to 8/31/2001 23.92 .02 (.75) (.73) Class 529-A: Six months ended 2/29/2004 (4) 22.47 - (6) 3.16 3.16 Year ended 8/31/2003 18.56 .07 3.88 3.95 Period from 2/15/2002 to 8/31/2002 22.62 .01 (4.07) (4.06) Class 529-B: Six months ended 2/29/2004 (4) 22.20 (.10) 3.12 3.02 Year ended 8/31/2003 18.48 (.12) 3.84 3.72 Period from 2/15/2002 to 8/31/2002 22.62 (.08) (4.06) (4.14) Class 529-C: Six months ended 2/29/2004 (4) 22.21 (.10) 3.12 3.02 Year ended 8/31/2003 18.48 (.12) 3.85 3.73 Period from 2/15/2002 to 8/31/2002 22.62 (.08) (4.06) (4.14) Class 529-E: Six months ended 2/29/2004 (4) 22.37 (.04) 3.15 3.11 Year ended 8/31/2003 18.55 (.02) 3.87 3.85 Period from 3/1/2002 to 8/31/2002 22.95 (.02) (4.38) (4.40) Class 529-F: Six months ended 2/29/2004 (4) 22.45 (.01) 3.16 3.15 Period from 9/16/2002 to 8/31/2003 18.39 .03 4.06 4.09 Dividends (from net Distributions Total Net asset investment (from capital dividends and value, end income) gains) distributions of period Class A: Six months ended 2/29/2004 (4) $(.01) $- $(.01) $25.66 Year ended 8/31/2003 (.02) - (.02) 22.49 Year ended 8/31/2002 (.05) - (.05) 18.57 Year ended 8/31/2001 (.15) (4.09) (4.24) 23.20 Year ended 8/31/2000 (.04) (3.20) (3.24) 35.91 Year ended 8/31/1999 (.09) (2.21) (2.30) 26.20 Class B: Six months ended 2/29/2004 (4) - - - 25.01 Year ended 8/31/2003 - - - 22.00 Year ended 8/31/2002 - - - 18.28 Year ended 8/31/2001 (.09) (4.09) (4.18) 22.98 Period from 3/15/2000 to 8/31/2000 - - - 35.79 Class C: Six months ended 2/29/2004 (4) - - - 24.97 Year ended 8/31/2003 - - - 21.96 Year ended 8/31/2002 - - - 18.26 Period from 3/15/2001 to 8/31/2001 - - - 22.95 Class F: Six months ended 2/29/2004 (4) (.02) - (.02) 25.55 Year ended 8/31/2003 (.04) - (.04) 22.41 Year ended 8/31/2002 (.08) - (.08) 18.53 Period from 3/15/2001 to 8/31/2001 - - - 23.19 Class 529-A: Six months ended 2/29/2004 (4) (.03) - (.03) 25.60 Year ended 8/31/2003 (.04) - (.04) 22.47 Period from 2/15/2002 to 8/31/2002 - - - 18.56 Class 529-B: Six months ended 2/29/2004 (4) - - - 25.22 Year ended 8/31/2003 - - - 22.20 Period from 2/15/2002 to 8/31/2002 - - - 18.48 Class 529-C: Six months ended 2/29/2004 (4) - - - 25.23 Year ended 8/31/2003 - - - 22.21 Period from 2/15/2002 to 8/31/2002 - - - 18.48 Class 529-E: Six months ended 2/29/2004 (4) - - - 25.48 Year ended 8/31/2003 (.03) - (.03) 22.37 Period from 3/1/2002 to 8/31/2002 - - - 18.55 Class 529-F: Six months ended 2/29/2004 (4) (.02) - (.02) 25.58 Period from 9/16/2002 to 8/31/2003 (.03) - (.03) 22.45 Ratio of Ratio of net Net assets, expenses income (loss) Total end of period to average to average return(3) (in millions) net assets net assets Class A: Six months ended 2/29/2004 (4) 14.12% $51,978 .71% (5) .10% (5) Year ended 8/31/2003 21.23 41,267 .76 .28 Year ended 8/31/2002 (19.80) 30,644 .75 .18 Year ended 8/31/2001 (25.28) 34,312 .71 .56 Year ended 8/31/2000 53.51 40,671 .70 .58 Year ended 8/31/1999 61.26 20,673 .70 .28 Class B: Six months ended 2/29/2004 (4) 13.73 4,630 1.45 (5) (.65) (5) Year ended 8/31/2003 20.35 3,490 1.53 (.49) Year ended 8/31/2002 (20.45) 2,170 1.52 (.60) Year ended 8/31/2001 (25.83) 1,437 1.48 (.29) Period from 3/15/2000 to 8/31/2000 10.33 424 .66 (.01) Class C: Six months ended 2/29/2004 (4) 13.71 4,331 1.51 (5) (.71) (5) Year ended 8/31/2003 20.26 2,762 1.55 (.52) Year ended 8/31/2002 (20.44) 1,370 1.55 (.63) Period from 3/15/2001 to 8/31/2001 (3.49) 385 .80 (.34) Class F: Six months ended 2/29/2004 (4) 14.11 6,068 .74 (5) .06 (5) Year ended 8/31/2003 21.22 3,721 .75 .28 Year ended 8/31/2002 (19.83) 1,576 .77 .15 Period from 3/15/2001 to 8/31/2001 (3.05) 350 .38 .08 Class 529-A: Six months ended 2/29/2004 (4) 14.07 680 .77 (5) .03 (5) Year ended 8/31/2003 21.35 409 .67 .36 Period from 2/15/2002 to 8/31/2002 (17.95) 144 .86 (5) .07 (5) Class 529-B: Six months ended 2/29/2004 (4) 13.60 189 1.63 (5) (.83) (5) Year ended 8/31/2003 20.13 120 1.66 (.63) Period from 2/15/2002 to 8/31/2002 (18.30) 39 1.66 (5) (.74) (5) Class 529-C: Six months ended 2/29/2004 (4) 13.60 229 1.62 (5) (.83) (5) Year ended 8/31/2003 20.18 136 1.65 (.61) Period from 2/15/2002 to 8/31/2002 (18.30) 45 1.64 (5) (.72) (5) Class 529-E: Six months ended 2/29/2004 (4) 13.90 38 1.10 (5) (.30) (5) Year ended 8/31/2003 20.78 23 1.11 (.08) Period from 3/1/2002 to 8/31/2002 (19.17) 6 .56 (.10) Class 529-F: Six months ended 2/29/2004 (4) 14.06 12 .85 (5) (.06) (5) Period from 9/16/2002 to 8/31/2003 22.27 5 .86 (5) .16 (5) Financial highlights (1) (continued) Income (loss)from investment operations (2) Net Net asset gains(losses) value, Net on securities Total from beginning investment (both realized investment of period (loss) income and unrealized) operations Class R-1: Six months ended 2/29/2004 (4) $22.28 $(.09) $3.14 $3.05 Year ended 8/31/2003 18.53 (.11) 3.87 3.76 Period from 6/6/2002 to 8/31/2002 21.08 (.03) (2.52) (2.55) Class R-2: Six months ended 2/29/2004 (4) 22.26 (.08) 3.13 3.05 Year ended 8/31/2003 18.53 (.10) 3.86 3.76 Period from 5/21/2002 to 8/31/2002 22.11 (.03) (3.55) (3.58) Class R-3: Six months ended 2/29/2004 (4) 22.35 (.04) 3.15 3.11 Year ended 8/31/2003 18.55 (.02) 3.86 3.84 Period from 5/21/2002 to 8/31/2002 22.11 (.01) (3.55) (3.56) Class R-4: Six months ended 2/29/2004 (4) 22.44 .01 3.16 3.17 Year ended 8/31/2003 18.57 .05 3.87 3.92 Period from 5/28/2002 to 8/31/2002 22.01 .01 (3.45) (3.44) Class R-5: Six months ended 2/29/2004 (4) 22.52 .04 3.18 3.22 Year ended 8/31/2003 18.58 .11 3.89 4.00 Period from 5/15/2002 to 8/31/2002 22.40 .03 (3.85) (3.82) Dividends (from net Distributions Total Net asset investment (from capital dividends and value, end income) gains) distributions of period Class R-1: Six months ended 2/29/2004 (4) $- $- $- $25.33 Year ended 8/31/2003 (.01) - (.01) 22.28 Period from 6/6/2002 to 8/31/2002 - - - 18.53 Class R-2: Six months ended 2/29/2004 (4) - - - 25.31 Year ended 8/31/2003 (.03) - (.03) 22.26 Period from 5/21/2002 to 8/31/2002 - - - 18.53 Class R-3: Six months ended 2/29/2004 (4) (.02) - (.02) 25.44 Year ended 8/31/2003 (.04) - (.04) 22.35 Period from 5/21/2002 to 8/31/2002 - - - 18.55 Class R-4: Six months ended 2/29/2004 (4) (.04) - (.04) 25.57 Year ended 8/31/2003 (.05) - (.05) 22.44 Period from 5/28/2002 to 8/31/2002 - - - 18.57 Class R-5: Six months ended 2/29/2004 (4) (.05) - (.05) 25.69 Year ended 8/31/2003 (.06) - (.06) 22.52 Period from 5/15/2002 to 8/31/2002 - - - 18.58 Ratio of Ratio of net Net assets, expenses (loss) income Total end of period to average to average return (in millions) net assets net assets Class R-1: Six months ended 2/29/2004 (4) 13.69% $45 1.52%(5)(7) (.73)(5) Year ended 8/31/2003 20.29 23 1.53 (7) (.53) Period from 6/6/2002 to 8/31/2002 (12.10) 1 .36 (7) (.16) Class R-2: Six months ended 2/29/2004 (4) 13.75 611 1.49 (5)(7) (.69)(5) Year ended 8/31/2003 20.29 305 1.49 (7) (.49) Period from 5/21/2002 to 8/31/2002 (16.19) 8 .42 (7) (.17) Class R-3: Six months ended 2/29/2004 (4) 13.92 2,106 1.09 (5) (.30)(5) Year ended 8/31/2003 20.75 743 1.11 (7) (.11) Period from 5/21/2002 to 8/31/2002 (16.10) 11 .31 (7) (.06) Class R-4: Six months ended 2/29/2004 (4) 14.15 2,166 .73 (5) .05 (5) Year ended 8/31/2003 21.19 401 .74 (7) .26 Period from 5/28/2002 to 8/31/2002 (15.63) 3 .20 (7) .05 Class R-5: Six months ended 2/29/2004 (4) 14.32 777 .42 (5) .37 (5) Year ended 8/31/2003 21.61 297 .43 .56 Period from 5/15/2002 to 8/31/2002 (17.05) 95 .13 .14 Six months ended February 29, Year ended August 31 2004(4) 2003 2002 2001 2000 1999 Portfolio turnover rate for all classes of shares 11% 25% 30% 36% 47% 46% (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) Unaudited. (5) Annualized. (6) Amount less than one cent. (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 1.62% for Class R-2 during the six months ended February 29, 2004, 1.59% and 1.82% for classes R-1 and R-2, respectively, during the year ended August 31, 2003, and .46%, .49%, .33% and .25%, for classes R-1, R-2, R-3 and R-4, respectively, during the period ended August 31, 2002. The expense ratios were not affected by any payments made by CRMC for Class R-1 during the period ended February 29, 2004, and for classes R-3 and R-4 during the year ended August 31, 2003. See Notes to Financial Statements OTHER SHARE CLASS RESULTS unaudited CLASS B, CLASS C, CLASS F AND CLASS 529 Returns for periods ended March 31, 2004 (the most recent calendar quarter): 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 +34.93% -3.51%(1) Not reflecting CDSC +39.93% -3.09%(1) CLASS C SHARES Reflecting CDSC, maximum of 1%, payable only if shares are sold within one year of purchase +38.89% +1.24%(2) Not reflecting CDSC +39.89% +1.24%(2) CLASS F SHARES(3) Not reflecting annual asset-based fee charged by sponsoring firm +41.01% +2.06%(2) CLASS 529-A SHARES Reflecting 5.75% maximum sales charge +32.85% +2.75%(4) Not reflecting maximum sales charge +40.97% +5.66%(4) CLASS 529-B SHARES Reflecting applicable CDSC, maximum of 5%, payable only if shares are sold within six years of purchase +34.72% +2.90%(4) Not reflecting CDSC +39.72% +4.71%(4) CLASS 529-C SHARES Reflecting CDSC, maximum of 1%, payable only if shares are sold within one year of purchase +38.77% +4.73%(4) Not reflecting CDSC +39.77% +4.73%(4) CLASS 529-E SHARES(3) +40.44% +4.69%(5) CLASS 529-F SHARES(3) Not reflecting annual asset-based fee charged by sponsoring firm +40.83% +23.31%(6) Figures shown on this page are past results and are not predictive of results in future periods. Current and future results may be lower or higher than those shown. Share prices and returns will vary, so investors may lose money. For the most current information and month-end results, visit americanfunds.com. (1) Average annual total return from March 15, 2000, when Class B shares were first sold. (2) Average annual total return from March 15, 2001, when Class C and Class F shares were first sold. (3) These shares are sold without any initial or contingent deferred sales charge. (4) Average annual total return from February 15, 2002, when Class 529-A, Class 529-B and Class 529-C shares were first sold. (5) Average annual total return from March 1, 2002, when Class 529-E shares were first sold. (6) Average annual total return from September 16, 2002, when Class 529-F shares were first sold. OFFICE OF THE FUND One Market Steuart Tower, Suite 1800 Mailing address: P.O. Box 7650 San Francisco, CA 94120-7650 INVESTMENT ADVISER Capital Research and Management Company 333 South Hope Street Los Angeles, CA 90071-1406 135 South State College Boulevard Brea, CA 92821-5823 TRANSFER AGENT FOR SHAREHOLDER ACCOUNTS American Funds Service Company (Please write to the address nearest you.) P.O. Box 25065 Santa Ana, CA 92799-5065 P.O. Box 659522 San Antonio, TX 78265-9522 P.O. Box 6007 Indianapolis, IN 46206-6007 P.O. Box 2280 Norfolk, VA 23501-2280 CUSTODIAN OF ASSETS State Street Bank and Trust Company 225 Franklin Street Boston, MA 02105-1713 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 Growth Fund of America. Class A shares are subject to a 5.75% maximum up-front sales charge that declines for accounts (and aggregated investments) of $25,000 or more. Other share classes, which are generally not available for certain employer-sponsored retirement plans, have no up-front sales charges but are subject to additional annual expenses and fees. Annualized 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 annualized expenses 0.80 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 annualized expenses (by 0.03 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 CAREFULLY CONSIDER THE INVESTMENT OBJECTIVES, RISKS, CHARGES AND EXPENSES OF THE GROWTH FUND OF AMERICA AND COLLEGEAMERICA. 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 Growth 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 June 30, 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 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 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 Capital Income Builder(R) The Income Fund of America(R) o BALANCED FUND American Balanced Fund(R) o BOND FUNDS 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 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. MFGESR-905-0404 Litho in USA AGD/GRS/8084 Printed on recycled paper ITEM 2 - Code of Ethics Not applicable for filing of Semiannual Reports to Shareholders. ITEM 3 - Audit Committee Financial Expert Not applicable for filing of Semiannual Reports to Shareholders. ITEM 4 - Principal Accountant Fees and Services Not applicable for filing of Semiannual Reports to Shareholders. ITEM 5 - Audit Committee of Listed Registrants 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 - Submission of Matters to a Vote of Security Holders There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant's Board of Directors since the registrant last submitted a proxy statement to its shareholders. The procedures are as follows. The registrant has a nominating committee comprised solely of persons who are not considered "interested persons" of the registrant within the meaning of the Investment Company Act of 1940. The committee periodically reviews such issues as the Board's composition, responsibilities, committees, compensation and other relevant issues, and recommends any appropriate changes to the full Board of Directors. While the committee normally is able to identify from its own resources an ample number of qualified candidates, it will consider shareholder suggestions of persons to be considered as nominees to fill future vacancies on the Board. Such suggestions must be sent in writing to the nominating committee of the registrant, c/o the registrant's Secretary, and must be accompanied by complete biographical and occupational data on the prospective nominee, along with a written consent of the prospective nominee for consideration of his or her name by the nominating committee. ITEM 10 - 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 11 - Exhibits (a) The Code of Ethics - not applicable for filing of Semiannual Reports to Shareholders. (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 GROWTH FUND OF AMERICA, INC. By /s/ James F. Rothenberg ----------------------------------------- James F. Rothenberg, Chairman and PEO Date: May 7, 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/ James F. Rothenberg - ---------------------------------------- James F. Rothenberg, Chairman and PEO Date: May 7, 2004 By /s/ Sheryl F. Johnson - --------------------------------------- Sheryl F. Johnson, Treasurer Date: May 7, 2004