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: August 31, 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: Michael Glazer 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 GROWTH FUND OF AMERICA HOW THE MULTIPLE PORTFOLIO COUNSELOR SYSTEM WORKS FOR GFA [photo of six girls dressed in soccer uniforms sitting on stadium bleachers overlooking a playing field] Annual report for the year ended August 31, 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. Contents Letter to shareholders 1 The value of a long-term perspective 4 Feature story: Managing for growth How the multiple portfolio counselor system works for GFA 6 Investment portfolio 11 Financial statements 16 Board of Directors 28 What makes American Funds different? back cover ABOUT THE COVER: A successful girls' soccer team represents the teamwork, cooperation and collaboration inherent in The Growth Fund of America's multiple portfolio counselor system. FIGURES SHOWN 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. Here are the average annual total returns on a $1,000 investment with all distributions reinvested for periods ended September 30, 2004 (the most recent calendar quarter): 1 year 5 years 10 years Class A shares Reflecting 5.75% maximum sales charge +8.00% +3.31% +13.01% Other share class results and important information can be found on page 3. 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. FELLOW SHAREHOLDERS: [close-up photo of a child kicking a soccer ball] The 12 months ended August 31 consisted of two distinctly different stock markets. In the first six months, rising corporate earnings, tax cuts, low interest rates and the weakness of the U.S. dollar helped fuel a rise in stock prices. The second half ended on a more somber note, when stock prices fell as investors became concerned about rising oil prices, the conflict in Iraq and the presidential election. The second half was particularly hard on growth stocks, which had experienced a strong recovery. FISCAL 2004 RESULTS For the full year, The Growth Fund of America (GFA) posted solid results with a total return of 8.7%. As the table below shows, GFA's return trailed the general stock market, as represented by Standard & Poor's 500 Composite Index, but exceeded three of the four benchmark indexes the fund uses to measure its progress. The unmanaged S&P 500 gained 11.4%. The fund's Lipper benchmarks had increases ranging from 4.7% to 10.1%. Over longer periods, GFA has continued to outpace the general market and its comparable indexes by significant margins. The fund's average annual total returns were 3.9% for the five years, 13.1% for the 10 years and 15.4% for its lifetime. WHAT HELPED RESULTS Energy and biotechnology stocks helped GFA results the most. Rising crude oil prices reached record levels, benefiting energy companies. The rise occurred because both demand for oil products was somewhat higher than expected and supply dipped below forecasts. Developing nations, including China in particular, made stronger demands for oil. Supply was affected by turmoil in Russia, Iraq, Venezuela and Nigeria. After experiencing years of relatively low oil prices, energy companies have been disciplined about controlling costs and spending, and were able to benefit when prices rose sharply. Energy companies that made a major contribution included LUKoil Holding (+51.3%), one of the largest companies in Russia, Burlington Resources (+49.7%), Suncor Energy (+47.9%) and Devon Energy (+25.2%). The fund added to its energy holdings during the past 12 months. Results at a glance (with all distributions reinvested) 5-year 10-year Lifetime* average average average 1-year annual annual annual total total total total returns returns returns returns (9/1/03 - (9/1/99 - (9/1/94 - (12/1/73 - 8/31/04) 8/31/04) 8/31/04) 8/31/04) The Growth Fund of America +8.7% +3.9% +13.1% +15.4% Standard & Poor's 500 Composite Index+ +11.4 -2.1 +10.7 +12.0 Lipper Capital Appreciation Funds Index +6.5 -2.3 +7.7 +11.6 Lipper Growth Funds Index +5.8 -3.9 +7.9 +10.7 Lipper Multi-Cap Core Funds Index +10.1 +0.1 +9.4 +11.4 Lipper Multi-Cap Growth Funds Index +4.7 -4.5 +7.5 +11.5 *Since Capital Research and Management Company began managing the fund on December 1, 1973. +Unmanaged. [action photo of a child goalie diving for a soccer ball] Biotechnology stocks are a relatively small holding but the group's returns were noteworthy. These stocks recovered in the past year after having difficulties in 2001 and 2002. Among the leaders were Elan (+419.0%), Biogen Idec (+78.5%) and Sepracor (+84.3%). Elan and Biogen Idec were strong performers because of positive clinical news about their joint venture to treat multiple sclerosis with the new drug Antegren. Sepracor has been a superior stock because the Food and Drug Administration has indicated that it will approve the company's new drug Estorra, which will be used to treat insomnia. A mixture of individual stocks also achieved significant gains. Yahoo!, a leading Internet portal, rose 70.7%. Starbucks, the global coffeehouse chain, rose 52.0% on increasing sales and earnings. Tyco International, a diversified manufacturing concern (+52.2%), rebounded after new management restored investor confidence in the strength of the company's basic businesses. WHAT HURT THE FUND Technology and media stocks, which played an important role in GFA's fiscal 2003 results, lagged in the recent fiscal year. Most technology stocks, whether they were semiconductor, software or computer companies, had a poor second half. For example, the NASDAQ Composite Index, which is dominated by large technology stocks, declined 9.4% in the period from March 1, 2004, to the end of the fiscal year. Among the fund's larger holdings that posted negative results for the year were Applied Materials (-26.4%), Taiwan Semiconductor Manufacturing (-19.6%) and Texas Instruments (-18.1%). We believe these companies are solid long-term investments, but they had a very strong rebound last year and their valuations had gotten a little too high. Media companies were in a similar situation, having participated strongly in the market recovery. Among those with below-market results were Comcast (-2.2%), Time Warner (-0.1%) and News Corp. (+2.9%). GOING FORWARD A year ago we noted that it would not be realistic to expect a return to the exceptionally high stock market gains that we experienced in the 1990s. Our outlook has not changed today. We believe modest returns with some volatility are likely in the future. Our investment approach has not changed either. We will continue our focus on fundamental research, conducted globally, with a long-term orientation. To learn more about how our investment professionals manage the GFA portfolio, please read the feature article beginning on page 6. It has been gratifying to see the large number of new shareholders who have joined the fund in the past 12 months, bringing the number of shareholder accounts to almost 5 million. We welcome our new shareholders and thank our long-term investors for their continuing faith in The Growth Fund of America. Cordially, /s/ James F. Rothenberg /s/ Donald D. O'Neal James F. Rothenberg Donald D. O'Neal Chairman of the Board President October 8, 2004 For current information about the fund, visit americanfunds.com. OTHER SHARE CLASS RESULTS (unaudited) CLASS B, CLASS C, CLASS F AND CLASS 529 Figures shown 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. Returns for periods ended September 30, 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 +8.70% -3.49%(1) Not reflecting CDSC +13.70% -3.12%(1) CLASS C SHARES Reflecting CDSC, maximum of 1%, payable only if shares are sold within one year of purchase +12.68% +0.58%(2) Not reflecting CDSC +13.68% +0.58%(2) CLASS F SHARES(3) Not reflecting annual asset-based fee charged by sponsoring firm +14.55% +1.38%(2) CLASS 529-A SHARES Reflecting 5.75% maximum sales charge +7.94% +1.71%(4) Not reflecting maximum sales charge +14.51% +4.03%(4) CLASS 529-B SHARES Reflecting applicable CDSC, maximum of 5%, payable only if shares are sold within six years of purchase +8.48% +1.62%(4) Not reflecting CDSC +13.48% +3.09%(4) CLASS 529-C SHARES Reflecting CDSC, maximum of 1%, payable only if shares are sold within one year of purchase +12.53% +3.11%(4) Not reflecting CDSC +13.53% +3.11%(4) CLASS 529-E SHARES(3) +14.11% +3.16%(5) CLASS 529-F SHARES(3) Not reflecting annual asset-based fee charged by sponsoring firm +14.41% +16.32%(6) (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. 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 and is eliminated for purchases of $1 million 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 0.80 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 annual expenses (by 0.02 percentage points) than did Class A shares, and an annual asset-based fee charged by the sponsoring firm. Expenses are deducted from income earned by the fund. As a result, dividends and investment results will differ for each share class. THE VALUE OF A LONG-TERM PERSPECTIVE HOW A $10,000 INVESTMENT HAS GROWN Figures shown 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 figures reflect deduction of the maximum sales charge of 5.75% on the $10,000 investment.(1) Thus, the net amount invested was $9,425.(2) AVERAGE ANNUAL TOTAL RETURNS (based on a $1,000 investment with all distributions reinvested) For periods ended August 31, 2004 CLASS A SHARES* Reflecting 5.75% maximum sales charge 1 year +2.42% 5 years +2.69% 10 years +12.42% *Results for other share classes can be found on page 3. [begin mountain chart] <table> <s> <c> <c> <c> <c> <c> <c> Lipper Standard & The Growth Multi-Cap Poor's 500 Lipper Multi- Consumer Fund of Core Funds Composite Cap Growth Price Index Original Year America Index Index Funds Index (inflation) Investment 1974* $7,874 $7,761 $7,749 $ 7,845 $10,893 $10,000 1975 $9,792 $9,873 $9,776 $ 9,431 $11,830 $10,000 1976 $11,165 $11,715 $12,043 $10,765 $12,505 $10,000 1977 $12,377 $11,697 $11,835 $11,007 $13,333 $10,000 1978 $20,136 $14,369 $13,315 $14,823 $14,379 $10,000 1979 $23,595 $16,280 $14,881 $17,014 $16,078 $10,000 1980 $31,496 $20,040 $17,588 $22,374 $18,148 $10,000 1981 $35,383 $21,228 $18,539 $24,287 $20,109 $10,000 1982 $38,595 $22,123 $19,134 $25,570 $21,285 $10,000 1983 $56,382 $32,033 $27,582 $38,044 $21,830 $10,000 1984 $56,805 $31,782 $29,280 $36,701 $22,767 $10,000 1985 $64,493 $36,607 $34,616 $41,413 $23,529 $10,000 1986 $82,962 $48,803 $48,158 $55,640 $23,900 $10,000 1987 $109,731 $62,610 $64,779 $72,149 $24,924 $10,000 1988 $97,962 $51,546 $53,241 $58,985 $25,926 $10,000 1989 $136,507 $69,658 $74,101 $83,543 $27,146 $10,000 1990 $123,184 $65,613 $70,400 $76,088 $28,671 $10,000 1991 $160,815 $82,704 $89,300 $101,155 $29,760 $10,000 1992 $168,703 $87,795 $96,368 $106,268 $30,697 $10,000 1993 $210,269 $104,956 $110,996 $133,701 $31,547 $10,000 1994 $222,852 $112,215 $117,057 $138,309 $32,462 $10,000 1995 $279,812 $132,843 $142,129 $172,196 $33,312 $10,000 1996 $282,323 $153,447 $168,734 $192,309 $34,270 $10,000 1997 $391,124 $207,038 $237,282 $252,795 $35,033 $10,000 1998 $390,174 $204,380 $256,505 $241,989 $35,599 $10,000 1999 $629,203 $273,501 $358,611 $359,870 $36,405 $10,000 2000 $965,880 $340,564 $417,104 $549,013 $37,647 $10,000 2001 $721,756 $263,388 $315,433 $308,552 $38,671 $10,000 2002 $578,827 $217,245 $258,698 $225,096 $39,368 $10,000 2003 $701,724 $249,447 $289,889 $272,701 $40,218 $10,000 2004 $762,451(3) $274,632(4) $323,073(4)(5) $285,459(4) $41,285(6) $10,000 Year ended August 31 </table> [end mountain chart] Year ended August 31 1974# 1975 1976 1977 1978 1979 1980 Total value Dividends reinvested -- $362 283 -- 254 -- 307 Value at year-end $7,874 9,792 11,165 12,377 20,136 23,595 31,496 GFA total return (21.3%) 24.4 14.0 10.9 62.7 17.2 33.5 Year ended August 31 1981 1982 1983 1984 1985 1986 1987 Total value Dividends reinvested 546 1,673 2,290 1,643 1,249 979 1,354 Value at year-end 35,383 38,595 56,382 56,805 64,493 82,962 109,731 GFA total return 12.3 9.1 46.1 0.8 13.5 28.6 32.3 Year ended August 31 1988 1989 1990 1991 1992 1993 1994 Total value Dividends reinvested 1,503 1,743 3,611 3,208 2,510 1,454 929 Value at year-end 97,962 136,507 123,184 160,815 168,703 210,269 222,852 GFA total return (10.7) 39.3 (9.8) 30.5 4.9 24.6 6.0 Year ended August 31 1995 1996 1997 1998 1999 2000 2001 Total value Dividends reinvested 1,372 2,452 2,019 2,525 1,956 1,081 3,900 Value at year-end 279,812 282,323 391,124 390,174 629,203 965,880 721,756 GFA total return 25.6 0.9 38.5 (0.2) 61.3 53.5 (25.3) Year ended August 31 2002 2003 2004 Average Total value annual total Dividends reinvested 1,400 592 190 return for Value at year-end 578,827 701,724 762,451 30-3/4years GFA total return (19.8) 21.2 8.7 15.1(3) # For the period December 1, 1973 (when Capital Research and Management Company became the fund's investment adviser) through August 31, 1974. The results shown are before taxes on fund distributions and sale of fund shares. (1) As outlined in the prospectus, the sales charge is reduced for accounts (and aggregated investments) of $25,000 or more and eliminated for purchases of $1 million or more. (2) The maximum initial sales charge was 8.5% prior to July 1, 1988. There is no sales charge on dividends or capital gain distributions that are reinvested in additional shares. (3) Includes reinvested dividends of $43,387 and reinvested capital gain distributions of $369,777. (4) Includes reinvested dividends. (5) The S&P 500 is unmanaged, does not reflect sales charges, commissions or expenses and cannot be invested in directly. (6) Computed from data supplied by the U.S. Department of Labor, Bureau of Labor Statistics. [close-up photo of children running after a soccer ball} MANAGING FOR GROWTH How the multiple portfolio counselor system works for GFA For 46 years, American Funds has relied on a unique approach to managing investments -- the multiple portfolio counselor system. It has provided broad diversification, continuity of management, consistent long-term results and a way to manage effectively a large and growing pool of money. The Growth Fund of America has been using the system since it joined the American Funds family on December 1, 1973. [Begin Caption] Don O'Neal [photo of Don O'Neal] [End Caption] [Begin Caption] Jim Rothenberg [photo of Jim Rothenberg] [End Caption] [Begin Caption] Mike Shanahan [photo of Mike Shanahan] [End Caption] [Begin Pull Quote] "The Growth Fund of America has gone from being a small to a medium-sized to a large fund over 31 years, yet the fund has produced above-average long-term results all along the way." -- Don O'Neal [End Pull Quote] Don O'Neal, president of the fund, says there is ample evidence that the system works over long periods of time. "The Growth Fund of America has gone from being a small to a medium-sized to a large fund over 31 years, yet the fund has produced above-average long-term results all along the way. The multiple portfolio counselor system is one of the keys to our success, and we have a lot of confidence in it." The past few years have been noteworthy for The Growth Fund of America. Assets have grown considerably, and the fund has added a large number of new shareholders and experienced both a sharp market decline and recovery. In that environment, GFA has posted some of its best five-year results compared with market indexes or peer funds since the early 1980s. Today, with more than $75 billion in assets, it has become one of the largest mutual funds in the United States. We thought it might be a good time to take a close look at how GFA manages for growth. THE FUND'S OVERALL OPERATION How does the multiple portfolio counselor system work? Imagine the GFA portfolio as a pie cut into slices. The senior fund officers have carefully chosen a team of portfolio counselors, generalists who invest broadly in many industries. Like mixing different paints to achieve the right color, they have picked portfolio counselors with strengths in value and growth investing, conservative and enterprising styles and different industry expertise to create a multitalented group. Each portfolio counselor is given a slice of the pie to manage in line with the fund's broad objective, as though each were managing a portfolio individually. With the recent addition of two counselors, the fund now has eight. GFA started with two portfolio counselors after joining American Funds in 1973. One slice of the portfolio, up to 25% of the fund's assets, is given to a group of research analysts, specialists who focus on individual industries, to manage by themselves. In addition, an investment group makes sure that all investments fit into the fund's mandate and that each individual's investment choices mesh with the other holdings. Why has it worked? Jim Rothenberg, chairman of the fund, says, "First, you get talented individual decision makers who are accountable for their own results. Secondly, their results are blended so that the total portfolio is more diversified and is relatively more stable than if it were managed by only one person." DIVERSITY OF VIEWS BRINGS BENEFITS The GFA portfolio is diversified across 240 stocks in many industries. It is also diversified across different styles and perspectives on the market. "Most of the time, our counselors are devoted to fundamental research and fundamental investing," explains Mike Shanahan, a veteran portfolio counselor. "We select stocks on a company-by-company basis. But within that context, the world looks different to each counselor. They have varying degrees of comfort about risk, for example. And they don't produce the same portfolios." [Begin Sidebar] A WEALTH OF EXPERIENCE The Growth Fund of America currently has eight portfolio counselors who bring together 229 years of investment experience to managing your investment. Here are the specific years of experience for these primary decision makers for the fund.* [photo of coach instructing girl soccer player] Years of investment Portfolio counselor experience* R. Michael Shanahan 40 James F. Rothenberg 34 Gordon Crawford 33 James E. Drasdo 33 Gregg E. Ireland 31 Michael T. Kerr 21 Donald D. O'Neal 19 Timothy P. Dunn 18 *As of November 1, 2004 [End Sidebar] Mike contrasts his sometimes more conservative view of the market with the more optimistic growth view of Gordon Crawford, another veteran GFA counselor. "There are material differences between Gordon and me with regard to risk preferences and projections into the future. These differences benefit the fund. For example, Gordon's growth approach benefited the fund during the bull market of the late 1990s, and my more cautious approach of holding cash helped the fund in the market decline of 2000 to 2002. The fund tries to provide a diversity of outlooks among our counselors with a mix of age, experience, background and location." Mike believes the multiple portfolio counselor system has helped GFA navigate difficult markets. "Any market tends to go to extremes," he says. "The multiple manager system works because it mitigates the extremes. The fund never goes too far in one direction. By creating a group of individuals with different styles, experiences and expertise, we have been able to smooth out short-term peaks and valleys in the market and deliver long-term consistent results with less risk. That's because the results of portfolio counselors whose style and investments are currently in favor may temper the results of those whose investments are out of season." ADDING PORTFOLIO COUNSELORS HELPS MANAGE GROWTH OF ASSETS The multiple portfolio counselor system has enabled the fund to mitigate the challenges of size and complexity that accompany growth. Gordon explains how the addition of new counselors has helped. When new assets flow into the funds, shareholders want to see their money put to work. If the fund kept a small number of portfolio counselors, they'd have to add more stocks to their existing portfolios. "We'd have to expand the number of stocks we manage to keep up with the flow of new assets," he says. "But there are just so many hours in a day and so many things you can grasp. There is no portfolio counselor who knows every energy, technology, media, retailing, industrial, financial and non-U.S. stock inside and out. Since we added new counselors to the fund, they have been able to invest in their high-conviction ideas. That puts less pressure on the veteran portfolio counselors so we can concentrate on our own areas of conviction and expertise." The system also makes it easier when a portfolio counselor retires or leaves the fund. At that time, only a small portion of the portfolio changes hands, says Don. "When we know a portfolio counselor is leaving, we will move his or her assets to existing or new portfolio counselors over a period of time. These smooth, gradual transitions have helped keep the fund's investment approach consistent." The recent addition of two new portfolio counselors -- Gregg Ireland and Tim Dunn -- illustrates GFA's emphasis on diversity. Both are seasoned portfolio counselors who have extensive experience in investing in the United States and overseas. But their investing styles are quite different. "I'm a contrarian," says Gregg. "I like to invest in companies that are out of favor, experiencing temporary problems and at the lower end of their business cycles -- presumably at attractive prices. I like to own turnarounds and cyclical stocks. When I do my research, I try to ascertain whether a company's underlying businesses are still good even though it has currently run into a rough patch. Then I look for a catalyst for change. It may be a new product, a new market or new management." One such turnaround in Gregg's portfolio is Tyco International, a diversified manufacturer of electronics and telecommunications equipment, security systems and medical products. The company had run into trouble because of aggressive accounting policies and sales tax fraud charges against a former chief executive officer. Gregg and research analyst Martin Jacobs believed, however, that Tyco's underlying businesses were still strong. "At the end of the day, it was still a good collection of businesses, with solid profitability and cash flow overshadowed by all the noise and drama over accounting and legal problems," Martin says. "A new chief executive officer, Ed Breen, was elected and he replaced most of the company's management team. The entire board of directors also resigned." The stock has recovered considerably since Gregg and Martin's purchases. In contrast, Tim likes to invest in growth companies with strong international businesses. He favors growth-oriented companies in technology, consumer products, financial services and health care. Avon Products, the widely known cosmetics firm, is a favorite holding. Even though growth of Avon Products in the United States is modest, sales in India, Eastern Europe, China and Brazil are experiencing double-digit increases. Tim likes the multiple portfolio counselor system because it divides the portfolio into manageable portions. It helps to increase the number of high-conviction stocks in the portfolio, he says. "If you had only one manager, it's doubtful that he or she would be able to recall what makes the 211th largest stock of the 240 in the fund special," he says. ENCOURAGING PERSONAL GROWTH OF RESEARCH ANALYSTS The research portfolio encourages personal growth of research analysts, who specialize in specific industries. In many investment firms, research analysts make recommendations to buy and sell stocks but don't actually manage money themselves. In GFA and the other American Funds, they play an important role in the multiple portfolio counselor system, managing a portion of the assets as a group. "They are managing real money. It sharpens their focus and gives the analysts independence, autonomy and empowerment," Don says. The research portfolio is also a source of communication to other analysts and the portfolio counselors. "It's important to look at what analysts do in addition to what they say," Don says. "When they buy or sell one of their stocks, it tells you exactly where their convictions lie." [Begin Sidebar] "By creating a group of individuals with different styles, experiences and expertise, we have been able to smooth out short-term peaks and valleys in the market and deliver long-term consistent results with less risk." -- Mike Shanahan [End Sidebar] [Begin Caption] Gordon Crawford [photo of Gordon Crawford] [End Caption] [Begin Caption] Martin Jacobs [photo of Martin Jacobs] [End Caption] [Begin Caption] Gregg Ireland [photo of Gregg Ireland] [End Caption] [Begin Caption] Tim Dunn [photo of Tim Dunn] [End Caption] [Begin Caption] Mark Merritt photo of Mark Merritt [End Caption] [Begin Caption] Jim Drasdo photo of Jim Drasdo [End Caption] [Begin Caption] Mike Kerr photo of Mike Kerr [End Caption] [Begin Caption] Cathy Kehr photo of Cathy Kehr [End Caption] [Begin Pull Quote] "If you have seven or eight smart people in a nonthreatening, information-providing environment, the wisdom of the whole is better than that of any one person." -- Jim Drasdo [End Pull Quote] Of the 34 research analysts who participate in GFA, 32 have five or more years of investment experience, 17 have been in the business for 10 years or more, and 10 have been professional investors for 15 years or more. Most work out of the Los Angeles and San Francisco offices of Capital Research and Management Company, the investment adviser to American Funds, but others operate out of London, Geneva, Tokyo, New York and Washington, D.C. Mark Merritt, a coordinator for the GFA research portfolio, says one of the significant contributions of the group is the depth of knowledge the analysts bring to the fund. "Some have been covering industries for 10 or 20 years," he says. "Their knowledge of industries, companies and management is on a higher level compared with that of the average analyst who is often just out of college or business school. The veteran analysts know everyone in the industry and their telephone calls get returned. They meet with management regularly, build financial models and thoroughly review financial statements. When appropriate, they make on-site visits to factories and retail stores." Mark has been covering retail companies for 10 years and some of his largest investments are Target, Lowe's Companies, Best Buy, Limited Brands and Walgreen, which are also some of the fund's largest holdings. He meets with suppliers, customers and competitors and spends a lot of time walking stores to gain an objective, well-rounded view of a company's business and long-term prospects. Energy analyst Cathy Kehr believes she must visit oil fields in person "to understand what is going on in companies' backyards -- not just at corporate headquarters." Her global energy research specialty takes her around the world much of the time. In the past year, she visited oil fields in Kazakhstan, Argentina, Bolivia, Canada and the United States. Sharing information with a cluster of other energy analysts and experts in Capital Research's global network helps her make informed investment decisions, she says. Veteran portfolio counselor Jim Drasdo likes visiting companies with a research analyst. "I can focus on the big picture and he or she can focus on the details. We learn a lot that way. It's good to have a great, grand strategy but we have to block and tackle, too." THE VALUE OF CUMULATIVE WISDOM Why has the multiple portfolio counselor system worked out well? "I believe in something called cumulative wisdom," Jim Drasdo says. "If you have seven or eight smart people in a nonthreatening, information-providing environment, the wisdom of the whole is better than that of any one person. There is something good about the system. It is hard to explain, but there is something that works here." [photo of three children in soccer uniforms - one holding a soccer ball] INVESTMENT PORTFOLIO, August 31, 2004 Beginning with this report, a summary portfolio, now approved under rules adopted by the Securities and Exchange Commission this year, will replace the complete listing of portfolio holdings used in previous shareholder reports. This summary portfolio is designed to streamline the report and help investors better focus on a fund's principal holdings. The schedule includes each of the fund's 50 largest holdings and investments of any issuer for which the total value of all holdings in that issuer exceeds 1% of the fund's net assets. A complete schedule of portfolio holdings is available upon request, free of charge, by calling American Funds Service Company at 800/421-0180 or accessing the U.S. Securities and Exchange Commission website at www.sec.gov. [begin pie chart] Percent of INDUSTRY SECTOR DIVERSIFICATION Net Assets CONSUMER DISCRETIONARY 19.85 % INFORMATION TECHNOLOGY 18.56 HEALTH CARE 12.70 ENERGY 9.51 INDUSTRIALS 8.81 OTHER INDUSTRIES 20.34 CASH & EQUIVALENTS 10.23 [end pie chart] Percent of net LARGEST EQUITY HOLDINGS assets Time Warner 2.54 % American International Group 2.47 Microsoft 2.19 Target 1.85 Lowe's Companies 1.78 Altria Group 1.65 Comcast 1.62 Sanofi-Aventis 1.62 Freddie Mac 1.30 Tyco International 1.29 Shares Market Percent value of net COMMON STOCKS - 89.63% (000) assets CONSUMER DISCRETIONARY - 19.83% Time Warner Inc. (1) 122,900,000 2,009,415 2.54% Target Corp. 32,870,000 1,465,345 1.85 Lowe's Companies, Inc. 28,320,400 1,407,524 1.78 Comcast Corp., Class A (1) 29,041,387 818,096 Comcast Corp., Class A, special nonvoting stock (1) 16,756,000 464,979 1.62 IAC/InterActiveCorp (1) 42,750,000 975,127 1.23 Carnival Corp., units 16,459,100 753,662 .95 News Corp. Ltd., preferred (ADR) 24,520,367 729,481 .92 Liberty Media Corp., Class A (1) 68,625,000 611,449 .77 Cox Communications, Inc., Class A (1) 16,681,200 548,144 .69 eBay Inc. (1) 6,146,600 531,927 .67 Starbucks Corp. (1) 11,329,200 489,875 .62 Best Buy Co., Inc. 10,530,000 489,856 .62 Limited Brands, Inc. 20,700,000 415,656 .52 Other securities 2,797,000 3,998,090 5.05 15,708,626 19.83 INFORMATION TECHNOLOGY - 18.56% Microsoft Corp. 63,657,125 1,737,840 2.19 Texas Instruments Inc. 42,550,000 831,427 1.05 Applied Materials, Inc. (1) 49,665,000 789,177 1.00 First Data Corp. 18,340,000 774,865 .98 Yahoo! Inc. (1) 26,452,154 754,151 .95 Taiwan Semiconductor Manufacturing Co. Ltd. 520,321,765 722,456 .91 Linear Technology Corp. 14,425,000 515,982 .65 Corning Inc. (1) 46,820,000 473,818 .60 Analog Devices, Inc. 11,716,666 406,803 .52 Xilinx, Inc. 14,800,000 405,964 .51 Other securities 7,289,769 9.20 14,702,252 18.56 HEALTH CARE - 12.70% Sanofi-Aventis 17,990,129 1,279,554 1.62 Biogen Idec Inc. (1) 15,911,000 944,000 1.19 AstraZeneca PLC (Sweden) 10,818,000 501,409 AstraZeneca PLC (ADR) 2,797,000 130,144 AstraZeneca PLC 2,800,000 129,087 .96 Eli Lilly and Co. 10,700,000 678,915 .86 Amgen Inc. (1) 11,160,000 661,676 .83 Guidant Corp. 10,062,200 601,720 .76 Other securities 5,132,370 6.48 10,058,875 12.70 ENERGY - 9.51% Schlumberger Ltd. 14,198,300 877,455 1.11 Devon Energy Corp. 7,695,000 498,713 .63 LUKoil Holding (ADR) 3,750,000 442,500 .56 Other securities 2,728,600 5,712,829 7.21 7,531,497 9.51 INDUSTRIALS - 8.81% Tyco International Ltd. 32,675,000 1,023,381 1.29 General Electric Co. 23,740,000 778,435 .98 FedEx Corp. 6,822,300 559,360 .71 Illinois Tool Works Inc. 5,950,000 543,176 .69 Boeing Co. 10,200,000 532,644 .67 Southwest Airlines Co. 35,079,877 519,884 .66 United Parcel Service, Inc., Class B 7,078,300 517,070 .65 General Dynamics Corp. 5,120,700 499,985 .63 Other securities 23,864,166 2,004,926 2.53 6,978,861 8.81 FINANCIALS - 8.50% American International Group, Inc. 27,480,200 1,957,689 2.47 Freddie Mac 15,306,600 1,027,379 1.30 Fannie Mae 13,423,200 999,357 1.26 Other securities 57,068 2,744,975 3.47 6,729,400 8.50 CONSUMER STAPLES - 5.46% Altria Group, Inc. 26,700,000 1,306,965 1.65 Walgreen Co. 23,560,000 858,762 1.09 Other securities 5,500,000 2,156,399 2.72 4,322,126 5.46 TELECOMMUNICATION SERVICES - 3.53% Vodafone Group PLC (ADR) 33,010,000 755,929 Vodafone Group PLC 68,465,000 155,967 1.15 AT&T Wireless Services, Inc. (1) 42,672,500 623,872 .79 Sprint Corp. 24,545,350 483,053 .61 Other securities 10,140,700 778,137 .98 2,796,958 3.53 OTHER - 2.73% 1,567,800 2,158,848 2.73 TOTAL COMMON STOCKS (cost: $63,967,460,000) 70,987,443 89.63 RIGHTS AND WARRANTS - 0.00% Other - 0.00% TOTAL RIGHTS AND WARRANTS (cost: $20,166,000) 1,724 .00 CONVERTIBLE SECURITIES - 0.12% Other - 0.12% TOTAL CONVERTIBLE SECURITIES (cost: $89,044,000) 94,868 .12 Principal Market Percent amount value of net BONDS & NOTES - 0.02% (000) (000) assets CONSUMER DISCRETIONARY - 0.02% AOL Time Warner Inc. 5.625% 2005 $ 10,795 11,036 .02 Other securities .00 TOTAL BONDS & notes (cost: $10,582,000) 11,036 .02 Principal Market Percent amount value of net SHORT-TERM SECURITIES - 10.09% (000) (000) assets U.S. Treasury bills 0.963%-1.517% due 9/2-11/18/2004 2,825,200 2,821,493 3.56 Freddie Mac 1.32%-1.685% due 9/1-11/23/2004 225,000 224,561 .28 Edison Asset Securitization LLC 1.39%-1.63% due 9/17-10/27/2004 (2) 100,000 99,818 General Electric Capital Services Inc. 1.40% due 9/20/2004 50,000 49,960 General Electric Capital Corp. 1.42%-1.58% due 9/27-10/15/2004 50,000 49,922 .25 Fannie Mae 1.32%-1.62% due 9/13-11/3/2004 200,000 199,672 .25 AIG Funding, Inc. 1.26%-1.52% due 9/7-10/13/2004 100,000 99,923 American General Finance Corp. 1.38%-1.51% due 9/13/2004 20,000 19,990 .16 Other securities 4,426,552 5.59 TOTAL SHORT-TERM SECURITIES (cost: $7,991,915,000) 7,991,891 10.09 TOTAL INVESTMENT SECURITIES (cost: $72,079,167,000) 79,086,962 99.86 New Taiwanese Dollar (cost: $9,522,000) 9,494 .01 Other assets less liabilities 102,416 .13 NET ASSETS $79,198,872 100.00% "Other securities" includes all issues that are not required to be disclosed in the summary Investment portfolio. INVESTMENTS IN AFFILIATES: A company is considered to be an affiliate of the fund under the Investment Company Act of 1940 if the fund's holdings in that company represent 5% or more of the outstanding voting shares of that company. The market value of the fund's holdings in affiliated companies is included in "Other securities" under their respective indutry sectors in the preceding summary investment portfolio. Further details on these holdings and related transactions during the year ended August 31, 2004 appear below. Beginning Company shares or principal Purchases Sales amount American Pharmaceutical Partners, Inc (1) - 3,800,000 - Big Lots, Inc (1) 5,800,000 1,200,000 - Burlington Resources Inc 4,500,000 15,260,000 - ENSCO Intl Inc - 8,235,000 - EOG Resources, Inc 5,700,000 500,000 - Express Scripts, Inc. (1) 3,890,000 820,000 - Forest Laboratories, Inc (1) 18,110,000 2,201,800 - Maxim Integrated Products, Inc 11,430,000 9,772,012 4,612,012 Pogo Producing Co 2,844,400 800,000 - Rowan Companies, Inc (1) - 6,450,000 - Sabre Holdings Corp 7,062,811 - - SINA Corp (1) - 2,552,000 - Ending Dividend Market Company shares or principal income value amount (000) (000) American Pharmaceutical Partners, Inc (1) 3,800,000 $ - 115,558 Big Lots, Inc (1) 7,000,000 - 85,330 Burlington Resources Inc 19,760,000 3,855 715,905 ENSCO Intl Inc 8,235,000 495 240,133 EOG Resources, Inc 6,200,000 1,314 358,174 Express Scripts, Inc. (1) 4,710,000 - 297,672 Forest Laboratories, Inc (1) 20,311,800 - 931,296 Maxim Integrated Products, Inc 16,590,000 3,473 720,504 Pogo Producing Co 3,644,400 664 160,281 Rowan Companies, Inc (1) 6,450,000 - 156,864 Sabre Holdings Corp 7,062,811 2,084 162,445 SINA Corp (1) 2,552,000 - 53,158 $ 11,885 $ 3,997,320 The following footnotes to the portfolio apply to either the individual securities noted or one or more of the securities aggregated and listed as a single line item. (1) Security did not produce income during the last 12 months. (2) Purchased in a private placement transaction; resale may be limited to qualified institutional buyers; resale to the public may require registration. The total value of all such restricted securities, including those included in "Other securities" in the summary investment portfolio, was $2,203,316, which represented 2.78% of the net assets of the fund. ADR = American Depositary Receipts See Notes to Financial Statements FINANCIAL STATEMENTS STATEMENT OF ASSETS AND LIABILITIES at August 31, 2004 (dollars and shares in thousands, except per-share amounts) ASSETS: Investment securities at market: Unaffiliated issuers (cost: $68,872,201) $75,089,642 Affiliated issuers (cost: $3,206,966) 3,997,320 $79,086,962 Cash denominated in non-U.S. currencies (cost: $9,522) 9,494 Cash 40,915 Receivables for: Sales of investments $171,783 Sales of fund's shares 167,178 Dividends and interest 69,398 408,359 79,545,730 LIABILITIES: Payables for: Purchases of investments 208,952 Repurchases of fund's shares 60,590 Investment advisory services 19,160 Services provided by affiliates 55,519 Deferred Directors' compensation 1,355 Other fees and expenses 1,282 346,858 NET ASSETS AT AUGUST 31, 2004 $79,198,872 NET ASSETS CONSIST OF: Capital paid in on shares of capital stock $72,557,766 Undistributed net investment income 52,263 Accumulated net realized loss (418,779) Net unrealized appreciation 7,007,622 NET ASSETS AT AUGUST 31, 2004 $79,198,872 Total authorized capital stock - 5,500,000 shares, $.001 par value (3,257,708 total shares outstanding) Net asset value Net assets Shares outstanding per share (1) Class A $52,432,242 2,145,949 24.43 Class B 4,787,858 201,761 23.73 Class C 4,814,095 203,320 23.68 Class F 7,236,750 297,465 24.33 Class 529-A 815,325 33,449 24.38 Class 529-B 218,732 9,149 23.91 Class 529-C 272,879 11,410 23.91 Class 529-E 44,324 1,830 24.22 Class 529-F 15,489 636 24.34 Class R-1 57,016 2,374 24.02 Class R-2 857,218 35,706 24.01 Class R-3 3,147,678 130,165 24.18 Class R-4 3,320,348 136,370 24.35 Class R-5 1,178,918 48,124 24.50 (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 $25.92 and $25.87, respectively. See Notes to Financial Statements STATEMENT OF OPERATIONS for the year ended August 31, 2004 (dollars in thousands) INVESTMENT INCOME: Income: Dividends (net of non-U.S. withholding tax of $19,660; also includes $11,885 from affiliates) $523,035 Interest 102,940 $625,975 Fees and expenses: Investment advisory services 205,522 Distribution services 246,856 Transfer agent services 67,519 Administrative services 31,390 Reports to shareholders 2,605 Registration statement and prospectus 3,428 Postage, stationery and supplies 6,926 Directors' compensation 336 Auditing and legal 153 Custodian 4,700 State and local taxes 1 Other 220 Total expenses before reimbursement 569,656 Reimbursement of expenses 717 568,939 Net investment income 57,036 NET REALIZED GAIN AND UNREALIZED APPRECIATION ON INVESTMENTS AND NON-U.S. CURRENCY: Net realized gain on: Investments (includes $75,074 net gain from affiliates) 1,376,854 Non-U.S. currency transactions 140,155 1,517,009 Net unrealized appreciation on: Investments 2,932,997 Non-U.S. currency translations 861 2,933,858 Net realized gain and unrealized appreciation on investments and non-U.S. currency 4,450,867 NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $4,507,903 See Notes to Financial Statements STATEMENT OF CHANGES IN NET ASSETS (dollars in thousands) Year ended August 31 2004 2003 OPERATIONS: Net investment income $57,036 $78,333 Net realized gain on investments and non-U.S. currency transactions 1,517,009 220,101 Net unrealized appreciation on investments and non-U.S. currency translations 2,933,858 8,438,265 Net increase in net assets resulting from operations 4,507,903 8,736,699 DIVIDENDS PAID TO SHAREHOLDERS FROM NET INVESTMENT INCOME (20,306) (37,508) CAPITAL SHARE TRANSACTIONS 21,009,117 8,890,875 TOTAL INCREASE IN NET ASSETS 25,496,714 17,590,066 NET ASSETS: Beginning of year 53,702,158 36,112,092 End of year (including undistributed net investment income: $52,263 and $17,706, respectively) $79,198,872 $53,702,158 See Notes to Financial Statements NOTES TO FINANCIAL STATEMENTS 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(R) 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 August 31, 2004, the cost of investment securities and cash denominated in non-U.S. currencies for federal income tax purposes was $72,102,425,000. During the year ended August 31, 2004, the fund reclassified $1,688,000 and $485,000 from undistributed net investment income to accumulated net realized loss and paid-in capital, respectively, to align financial reporting with tax reporting. As of August 31, 2004, the components of distributable earnings on a tax basis were as follows: (dollars in thousands) Undistributed net investment income and currency gains $ 53,618 Short-term capital loss carryforward expiring in 2011 (405,043) Gross unrealized appreciation on investment securities 10,402,358 Gross unrealized depreciation on investment securities (3,408,327) Net unrealized appreciation on investment securities 6,994,031 Undistributed net investment income and currency gains above include currency losses of $1,298,000 that were realized during the period November 1, 2002 through August 31, 2003. The short-term capital loss carryforward above reflects the utilization of a capital loss carryforward of $1,528,612,000. The remaining capital loss carryforward will be used to offset any capital gains realized by the fund in future years through the expiration date. The fund will not make distributions from capital gains while capital loss carryforwards remain. Tax basis distributions paid to shareholders from net investment income and currency gains were as follows (dollars in thousands): Share class Year ended August 31, 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. At the beginning of the year, these fees were 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. The Board of Directors approved an amended agreement effective March 1, 2004, reducing the existing annual rates to 0.280% from 0.281% on daily net assets in excess of $34 billion but not exceeding $44 billion; 0.275% from 0.278% on daily net assets in excess of $44 billion but not exceeding $55 billion; and 0.270% from 0.276% on daily net assets in excess of $55 billion. The new agreement also continued the series of rates to include additional annual rates of 0.265% on daily net assets in excess of $71 billion but not exceeding $89 billion and 0.260% on such assets in excess of $89 billion. For the year ended August 31, 2004, the investment advisory services fee was $205,522,000, which was equivalent to an annualized rate of 0.294% of average daily net assets. CLASS-SPECIFIC FEES AND EXPENSES - Expenses that are specific to individual share classes are accrued directly to the respective share class. The principal class-specific fees and expenses are described below: DISTRIBUTION SERVICES - The fund has adopted plans of distribution for all share classes, except Class R-5. Under the plans, the Board of Directors approves certain categories of expenses that are used to finance activities primarily intended to sell fund shares. The plans provide for annual expenses, based on a percentage of average daily net assets, ranging from 0.25% to 1.00% as noted 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 August 31, 2004, unreimbursed expenses subject to reimbursement totaled $19,241,000 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 year ended August 31, 2004, CRMC voluntarily agreed to pay a portion of these fees for Class R-2. 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 August 31, 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 $123,089 $62,133 Not applicable Not applicable Not applicable -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class B 43,869 5,386 Not applicable Not applicable Not applicable -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class C 40,595 Included $6,089 $1,175 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class F 14,450 Included 8,670 694 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class 529-A 945 Included 962 117 $ 641 in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class 529-B 1,786 Included 268 91 179 in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class 529-C 2,159 Included 324 90 216 in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class 529-E 177 Included 53 6 35 in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class 529-F 28 Included 17 2 11 in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class R-1 427 Included 64 20 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class R-2 4,430 Included 886 2,294 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class R-3 9,959 Included 2,988 1,734 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class R-4 4,942 Included 2,965 44 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class R-5 Not applicable Included 737 18 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Total $246,856 $67,519 $24,023 $6,285 $1,082 -------------------------------------------------------------------------------------------------------------- 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 $220,000 in current fees (either paid in cash or deferred) and a net increase of $116,000 in the value of the deferred amounts. AFFILIATED OFFICERS AND DIRECTORS - Officers and certain Directors of the fund are or may be considered to be affiliated with CRMC, AFS and AFD. No affiliated officers or Directors received any compensation directly from the fund. 5. CAPITAL SHARE TRANSACTIONS Capital share transactions in the fund were as follows (dollars and shares in thousands): Reinvestments of Share class Sales(1) dividends and distributions Amount Shares Amount Shares Year ended August 31, 2004 Class A $ 13,997,627 571,535 $ 11,368 479 Class B 1,361,390 57,197 - - Class C 2,272,540 95,568 - - Class F 4,026,826 165,027 3,553 150 Class 529-A 396,211 16,197 640 27 Class 529-B 94,663 3,934 - - Class 529-C 135,685 5,626 - - Class 529-E 21,280 876 - - Class 529-F 10,194 420 9 -* Class R-1 45,559 1,891 - - Class R-2 652,292 26,868 - - Class R-3 2,767,267 113,203 1,018 43 Class R-4 3,346,408 136,236 1,779 75 Class R-5 1,025,373 41,161 907 38 Total net increase (decrease) $ 30,153,315 1,235,739 $ 19,274 812 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 Year ended August 31, 2004 Class A $ (6,407,752) (261,061) $ 7,601,243 310,953 Class B (337,205) (14,098) 1,024,185 43,099 Class C (430,258) (18,004) 1,842,282 77,564 Class F (824,402) (33,759) 3,205,977 131,418 Class 529-A (23,708) (964) 373,143 15,260 Class 529-B (4,482) (185) 90,181 3,749 Class 529-C (8,634) (359) 127,051 5,267 Class 529-E (1,490) (62) 19,790 814 Class 529-F (487) (20) 9,716 400 Class R-1 (13,212) (547) 32,347 1,344 Class R-2 (118,354) (4,877) 533,938 21,991 Class R-3 (399,246) (16,323) 2,369,039 96,923 Class R-4 (439,571) (17,816) 2,908,616 118,495 Class R-5 (154,671) (6,245) 871,609 34,954 Total net increase (decrease) $ (9,163,472) (374,320) $ 21,009,117 862,231 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. INVESTMENT TRANSACTIONS AND OTHER DISCLOSURES The fund made purchases and sales of investment securities, excluding short-term securities, of $30,325,456,000 and $11,934,808,000, respectively, during the year ended August 31, 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 year ended August 31, 2004, the custodian fee of $4,700,000 included $32,000 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: Year ended 8/31/2004 $22.49 $.05 $1.90 $1.95 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 CLASS B: Year ended 8/31/2004 22.00 (.13) 1.86 1.73 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 - (5) 3.35 3.35 CLASS C: Year ended 8/31/2004 21.96 (.14) 1.86 1.72 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: Year ended 8/31/2004 22.41 .04 1.90 1.94 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: Year ended 8/31/2004 22.47 .04 1.90 1.94 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: Year ended 8/31/2004 22.20 (.18) 1.89 1.71 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: Year ended 8/31/2004 22.21 (.17) 1.87 1.70 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: Year ended 8/31/2004 22.37 (.05) 1.90 1.85 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: Year ended 8/31/2004 22.45 .02 1.89 1.91 Period from 9/16/2002 to 8/31/2003 18.39 .03 4.06 4.09 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 income (loss) and unrealized) operations CLASS R-1: Year ended 8/31/2004 $22.28 $(.15) $1.89 $1.74 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: Year ended 8/31/2004 22.26 (.14) 1.89 1.75 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: Year ended 8/31/2004 22.35 (.03) 1.88 1.85 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: Year ended 8/31/2004 22.44 .05 1.90 1.95 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: Year ended 8/31/2004 22.52 .12 1.91 2.03 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) FINANCIAL HIGHLIGHTS (1) Dividends and distributions Dividends (from net Distributions Total Net asset investment (from capital dividends and value, end income) gains) distributions of period CLASS A: Year ended 8/31/2004 $(.01) $ - $(.01) $24.43 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 CLASS B: Year ended 8/31/2004 - - - 23.73 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: Year ended 8/31/2004 - - - 23.68 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: Year ended 8/31/2004 (.02) - (.02) 24.33 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: Year ended 8/31/2004 (.03) - (.03) 24.38 Year ended 8/31/2003 (.04) - (.04) 22.47 Period from 2/15/2002 to 8/31/2002 - - - 18.56 CLASS 529-B: Year ended 8/31/2004 - - - 23.91 Year ended 8/31/2003 - - - 22.20 Period from 2/15/2002 to 8/31/2002 - - - 18.48 CLASS 529-C: Year ended 8/31/2004 - - - 23.91 Year ended 8/31/2003 - - - 22.21 Period from 2/15/2002 to 8/31/2002 - - - 18.48 CLASS 529-E: Year ended 8/31/2004 - - - 24.22 Year ended 8/31/2003 (.03) - (.03) 22.37 Period from 3/1/2002 to 8/31/2002 - - - 18.55 CLASS 529-F: Year ended 8/31/2004 (.02) - (.02) 24.34 Period from 9/16/2002 to 8/31/2003 (.03) - (.03) 22.45 FINANCIAL HIGHLIGHTS (1) (continued) Dividends and distributions Dividends (from net Distributions Total Net asset investment (from capital dividends and value, end income) gains) distributions of period CLASS R-1: Year ended 8/31/2004 - - - $24.02 Year ended 8/31/2003 (.01) - (.01) 22.28 Period from 6/6/2002 to 8/31/2002 - - - 18.53 CLASS R-2: Year ended 8/31/2004 - - - 24.01 Year ended 8/31/2003 (.03) - (.03) 22.26 Period from 5/21/2002 to 8/31/2002 - - - 18.53 CLASS R-3: Year ended 8/31/2004 (.02) - (.02) 24.18 Year ended 8/31/2003 (.04) - (.04) 22.35 Period from 5/21/2002 to 8/31/2002 - - - 18.55 CLASS R-4: Year ended 8/31/2004 (.04) - (.04) 24.35 Year ended 8/31/2003 (.05) - (.05) 22.44 Period from 5/28/2002 to 8/31/2002 - - - 18.57 CLASS R-5: Year ended 8/31/2004 (.05) - (.05) 24.50 Year ended 8/31/2003 (.06) - (.06) 22.52 Period from 5/15/2002 to 8/31/2002 - - - 18.58 FINANCIAL HIGHLIGHTS (1) Ratio of expenses Ratio of expenses Ratio of Net assets, to average net to average net net income (loss) Total end of period assets before assets after to average return (3) (in millions) reimbursement reimbursement(4) net assets CLASS A: Year ended 8/31/2004 8.65% $52,432 .70% .70% .20% Year ended 8/31/2003 21.23 41,267 .76 .76 .28 Year ended 8/31/2002 (19.80) 30,644 .75 .75 .18 Year ended 8/31/2001 (25.28) 34,312 .71 .71 .56 Year ended 8/31/2000 53.51 40,671 .70 .70 .58 CLASS B: Year ended 8/31/2004 7.86 4,788 1.44 1.44 (.55) Year ended 8/31/2003 20.35 3,490 1.53 1.53 (.49) Year ended 8/31/2002 (20.45) 2,170 1.52 1.52 (.60) Year ended 8/31/2001 (25.83) 1,437 1.48 1.48 (.29) Period from 3/15/2000 to 8/31/2000 10.33 424 .66 .66 (.01) CLASS C: Year ended 8/31/2004 7.83 4,814 1.50 1.50 (.60) Year ended 8/31/2003 20.26 2,762 1.55 1.55 (.52) Year ended 8/31/2002 (20.44) 1,370 1.55 1.55 (.63) Period from 3/15/2001 to 8/31/2001 (3.49) 385 .80 .80 (.34) CLASS F: Year ended 8/31/2004 8.66 7,237 .72 .72 .17 Year ended 8/31/2003 21.22 3,721 .75 .75 .28 Year ended 8/31/2002 (19.83) 1,576 .77 .77 .15 Period from 3/15/2001 to 8/31/2001 (3.05) 350 .38 .38 .08 CLASS 529-A: Year ended 8/31/2004 8.63 815 .74 .74 .16 Year ended 8/31/2003 21.35 409 .67 .67 .36 Period from 2/15/2002 to 8/31/2002 (17.95) 144 .86 (6) .86 (6) .07 (6) CLASS 529-B: Year ended 8/31/2004 7.70 219 1.62 1.62 (.72) Year ended 8/31/2003 20.13 120 1.66 1.66 (.63) Period from 2/15/2002 to 8/31/2002 (18.30) 39 1.66 (6) 1.66 (6) (.74)(6) CLASS 529-C: Year ended 8/31/2004 7.65 273 1.61 1.61 (.71) Year ended 8/31/2003 20.18 136 1.65 1.65 (.61) Period from 2/15/2002 to 8/31/2002 (18.30) 45 1.64 (6) 1.64 (6) (.72)(6) CLASS 529-E: Year ended 8/31/2004 8.27 44 1.09 1.09 (.19) Year ended 8/31/2003 20.78 23 1.11 1.11 (.08) Period from 3/1/2002 to 8/31/2002 (19.17) 6 .56 .56 (.10) CLASS 529-F: Year ended 8/31/2004 8.53 16 .84 .84 .07 Period from 9/16/2002 to 8/31/2003 22.27 5 .86 (6) .86 (6) .16 (6) FINANCIAL HIGHLIGHTS (1) (continued) Ratio of expenses Ratio of expenses Ratio of Net assets, to average net to average net net income (loss) Total end of period assets before assets after to average return (in millions) reimbursement reimbursement(4) net assets CLASS R-1: Year ended 8/31/2004 7.81% $57 1.51% 1.51% -.61% Year ended 8/31/2003 20.29 23 1.59 1.53 (.53) Period from 6/6/2002 to 8/31/2002 (12.10) 1 .46 .36 (.16) CLASS R-2: Year ended 8/31/2004 7.86 857 1.60 1.48 (.57) Year ended 8/31/2003 20.29 305 1.82 1.49 (.49) Period from 5/21/2002 to 8/31/2002 (16.19) 8 .49 .42 (.17) CLASS R-3: Year ended 8/31/2004 8.28 3,148 1.05 1.05 (.14) Year ended 8/31/2003 20.75 743 1.11 1.11 (.11) Period from 5/21/2002 to 8/31/2002 (16.10) 11 .33 .31 (.06) CLASS R-4: Year ended 8/31/2004 8.70 3,320 .71 .71 .20 Year ended 8/31/2003 21.19 401 .74 .74 .26 Period from 5/28/2002 to 8/31/2002 (15.63) 3 .25 .20 .05 CLASS R-5: Year ended 8/31/2004 9.02 1,179 .41 .41 .50 Year ended 8/31/2003 21.61 297 .43 .43 .56 Period from 5/15/2002 to 8/31/2002 (17.05) 95 .13 .13 .14 Year ended August 31 2004 2003 2002 2001 2000 Portfolio turnover rate for all classes of shares 19% 25% 30% 36% 47% (1) Based on operations for the period shown (unless otherwise noted) and, accordingly, may not be representative of a full year. (2) Based on average shares outstanding. (3) Total returns exclude all sales charges, including contingent deferred sales charges. (4) The ratios in this column reflect the impact, if any, of certain reimbursements and payments from CRMC. During the start-up period for the retirement plan share classes (except Class R-5), CRMC voluntarily agreed to pay a portion of the fees related to transfer agent services. (5) Amount less than one cent. (6) Annualized. See Notes to Financial Statements REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF THE GROWTH FUND OF AMERICA, INC.: We have audited the accompanying statement of assets and liabilities of The Growth Fund of America, Inc. (the "Fund"), including the investment portfolio, as of August 31, 2004, 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 standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. 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 August 31, 2004, 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 Growth Fund of America, Inc. as of August 31, 2004, 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 October 13, 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. The information below is provided for the fund's fiscal year ending August 31, 2004. Individual shareholders are eligible for reduced tax rates on qualified dividend income. For purposes of computing the dividends eligible for reduced tax rates, all of the dividends paid by the fund from ordinary income earned during the fiscal year are considered qualified dividend income. In addition, all of the dividends paid by the fund from ordinary income earned during the prior fiscal year are considered qualified dividend income. Corporate shareholders may exclude up to 70% of qualifying dividends. For purposes of computing this exclusion, all of the dividends paid by the fund from ordinary income earned during the fiscal year represent qualifying dividends. Certain states may exempt from income taxation that portion of dividends paid by the fund from ordinary income that was derived from direct U.S. government obligations. For purposes of computing this exclusion, $3,606,000 of the dividends paid by the fund from ordinary income earned during the fiscal year 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. SINCE THE INFORMATION ABOVE IS REPORTED FOR THE FUND'S FISCAL YEAR AND NOT THE CALENDAR YEAR, SHAREHOLDERS SHOULD REFER TO THEIR FORM 1099-DIV OR OTHER TAX INFORMATION WHICH WILL BE MAILED IN JANUARY 2005 TO DETERMINE THE CALENDAR YEAR AMOUNTS TO BE INCLUDED ON THEIR 2004 TAX RETURNS. SHAREHOLDERS SHOULD CONSULT THEIR TAX ADVISERS. EXPENSE EXAMPLE As a shareholder of the fund, you incur two types of costs: (1) transaction costs such as initial sales charges on purchase payments and contingent deferred sales charges on redemptions (loads); and (2) ongoing costs, including management fees; distribution and service (12b-1) fees; and other expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the fund so you can compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (March 1, 2004 through August 31, 2004). ACTUAL EXPENSES: The first line of each share class in the table on the next page provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses paid during period" to estimate the expenses you paid on your account during this period. There are some account fees that are charged to certain types of accounts, such as Individual Retirement Accounts and CollegeAmerica Accounts (generally, a $10 fee is charged to set up the account and an additional $10 fee is charged to the account annually) that would increase the amount of expenses paid on your account. In addition, retirement plan participants may be subject to certain fees charged by the plan sponsor, and Class F and Class 529-F shareholders may be subject to fees charged by financial intermediaries, typically ranging from 0.50% to 3.00% of assets annually depending on services offered. You may use the information in the table on the next page to estimate the impact of these fees by adding the amount of the fees to the number in the first line for your share class under the heading entitled "Expenses paid during period," and subtracting the amount of the fees from the number in that first line under the heading entitled "Ending account value." HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES: The second line of each share class in the table on the next page provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio for the share class and an assumed rate of return of 5.00% per year before expenses, which is not the actual return of the share class. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the fund and other funds. To do so, compare this 5.00% hypothetical example with the 5.00% hypothetical examples that appear in the shareholder reports of the other funds. There are some account fees that are charged to certain shareholders, such as Individual Retirement Accounts and CollegeAmerica accounts (generally, a $10 fee is charged to set up the account and an additional $10 fee is charged to the account annually) that would increase the amount of expenses paid on your account. In addition, retirement plan participants may be subject to certain fees charged by the plan sponsor, and Class F shareholders may be subject to fees charged by financial intermediaries, typically ranging from 0.50% to 3.00% of assets annually depending on services offered. You may use the information in the table on the next page to estimate the impact of these fees by adding the amount of the fees to the number in the second line for your share class under the heading entitled "Expenses paid during period," and subtracting the amount of the fees from the number in that second line under the heading entitled "Ending account value." Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the second line of each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. Beginning account Ending account Expenses paid Annualized value 3/1/2004 value 8/31/2004 during period(1) expense ratio Class A -- actual return $ 1,000.00 $ 952.06 $ 3.39 .69% Class A -- assumed 5% return 1,000.00 1021.73 3.52 .69 Class B -- actual return 1,000.00 948.44 7.02 1.43 Class B -- assumed 5% return 1,000.00 1018.00 7.27 1.43 Class C -- actual return 1,000.00 948.34 7.32 1.49 Class C -- assumed 5% return 1,000.00 1017.69 7.58 1.49 Class F -- actual return 1,000.00 952.25 3.49 .71 Class F -- assumed 5% return 1,000.00 1021.63 3.62 .71 Class 529-A -- actual return 1,000.00 952.36 3.49 .71 Class 529-A -- assumed 5% return 1,000.00 1021.63 3.62 .71 Class 529-B -- actual return 1,000.00 948.06 7.91 1.61 Class 529-B -- assumed 5% return 1,000.00 1017.09 8.19 1.61 Class 529-C -- actual return 1,000.00 947.67 7.85 1.60 Class 529-C -- assumed 5% return 1,000.00 1017.14 8.13 1.60 Class 529-E -- actual return 1,000.00 950.54 5.31 1.08 Class 529-E -- assumed 5% return 1,000.00 1019.76 5.50 1.08 Class 529-F -- actual return 1,000.00 951.52 4.08 .83 Class 529-F -- assumed 5% return 1,000.00 1021.02 4.23 .83 Class R-1 -- actual return 1,000.00 948.29 7.37 1.50 Class R-1 -- assumed 5% return 1,000.00 1017.64 7.63 1.50 Class R-2 -- actual return 1,000.00 948.25 7.22 1.47 Class R-2 -- assumed 5% return 1,000.00 1017.80 7.48 1.47 Class R-3 -- actual return 1,000.00 950.47 5.06 1.03 Class R-3 -- assumed 5% return 1,000.00 1020.01 5.24 1.03 Class R-4 -- actual return 1,000.00 952.28 3.49 .71 Class R-4 -- assumed 5% return 1,000.00 1021.63 3.62 .71 Class R-5 -- actual return 1,000.00 953.69 2.02 .41 Class R-5 -- assumed 5% return 1,000.00 1023.14 2.09 .41 (1) Expenses are equal to the annualized expense ratio, multiplied by the average account value over the period, multiplied by the number of days in the period (184), and divided by 365 (to reflect the one-half year period). BOARD OF DIRECTORS "NON-INTERESTED" DIRECTORS YEAR FIRST ELECTED A DIRECTOR NAME AND AGE OF THE FUND(1) PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS Joseph C. Berenato, 58 2003 Chairman of the Board and CEO, Ducommun Incorporated (aerospace components manufacturer) Robert A. Fox, 67 1970 Managing General Partner, Fox Investments LP; former Professor, University of California; retired President and CEO, Foster Farms (poultry producer) Leonade D. Jones, 56 1993 Co-founder, VentureThink LLC (developed and managed e-commerce businesses) and Versura Inc. (education loan exchange); former Treasurer, The Washington Post Company John G. McDonald, 67 1976 The Stanford Investors Professor, Graduate School of Business, Stanford University Gail L. Neale, 69 1998 President, The Lovejoy Consulting Group, Inc. (a pro bono consulting group advising nonprofit organizations) Henry E. Riggs, 69 1989 President Emeritus, Keck Graduate Institute of Applied Life Sciences Patricia K. Woolf, Ph.D., 70 1985 Private investor; corporate director; lecturer, Department of Molecular Biology, Princeton University "NON-INTERESTED" DIRECTORS NUMBER OF PORTFOLIOS IN FUND COMPLEX(2) OVERSEEN BY NAME AND AGE DIRECTOR OTHER DIRECTORSHIPS(3) HELD BY DIRECTOR Joseph C. Berenato, 58 4 Ducommun Incorporated Robert A. Fox, 67 7 Crompton Corporation Leonade D. Jones, 56 6 None John G. McDonald, 67 8 iStar Financial, Inc.; Plum Creek Timber Co.; Scholastic Corporation; Varian, Inc. Gail L. Neale, 69 6 None Henry E. Riggs, 69 4 None Patricia K. Woolf, Ph.D., 70 6 Crompton Corporation; First Energy Corporation; National Life Holding Co. "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 James F. Rothenberg, 58 1997 President and Director, Capital Research and Chairman of the Board Management Company; Director, American Funds Distributors, Inc.;(5) Director, American Funds Service Company;(5) Director, The Capital Group Companies, Inc.;(5) Director, Capital Group Research, Inc.(5) Donald D. O'Neal, 44 1995 Senior Vice President, Capital Research and President Management Company "INTERESTED" DIRECTORS(4) NUMBER OF PORTFOLIOS IN FUND COMPLEX(2) NAME, AGE AND OVERSEEN BY POSITION WITH FUND DIRECTOR OTHER DIRECTORSHIPS(3) HELD BY DIRECTOR James F. Rothenberg, 58 3 None Chairman of the Board Donald D. O'Neal, 44 3 None President 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. (6) All of the officers listed, except Messrs. Beleson, Merritt and Vogt, are officers and/or Directors/Trustees of one or more of the other funds for which Capital Research and Management Company serves as investment adviser. 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 Gordon Crawford, 57 1992 Senior Vice President and Director, Capital Senior Vice President Research and Management Company Paul G. Haaga, Jr., 55 1994 Executive Vice President and Director, Capital Senior Vice President Research and Management Company; Director, The Capital Group Companies, Inc.(5) Bradley J. Vogt,(6) 39 1999 President and Director, Capital Research Senior Vice President Company;5 Director, American Funds Distributors, Inc.(5) Richard M. Beleson,(6) 50 1992 Senior Vice President, Capital Research Company;(5) Vice President Director, Capital Research and Management Company Michael T. Kerr, 45 1998 Senior Vice President, Capital Research Company(5) Vice President Mark E. Merritt,(6) 35 2004 Vice President and Director, Capital Research Vice President Company(5) Patrick F. Quan, 46 1986-1998 Vice President -- Fund Business Management Secretary 2000 Group, Capital Research and Management Company Sheryl F. Johnson, 36 1998 Vice President -- Fund Business Management Treasurer Group, Capital Research and Management Company David A. Pritchett, 38 1999 Vice President -- Fund Business Management Assistant Treasurer Group, Capital Research and Management Company 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 REGISTERED PUBLIC ACCOUNTING FIRM 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 INVESTORS SHOULD CAREFULLY CONSIDER THE INVESTMENT OBJECTIVES, RISKS, CHARGES AND EXPENSES OF THE AMERICAN FUNDS AND COLLEGEAMERICA. THIS AND OTHER IMPORTANT INFORMATION IS CONTAINED IN THE FUND'S PROSPECTUS AND THE COLLEGEAMERICA PROGRAM DESCRIPTION, 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. THE FUND'S PROXY VOTING RECORD FOR THE 12 MONTHS ENDED JUNE 30, 2004, IS ALSO AVAILABLE ON THE AMERICAN FUNDS AND SEC WEBSITES. A complete portfolio of The Growth Fund of America's investments is available upon request, free of charge, by calling American Funds Service Company or accessing the U.S. Securities and Exchange Commission website. The Growth Fund of America files a complete list of its portfolio holdings with the U.S. Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available free of charge, upon request, by accessing the U.S. Securities and Exchange Commission website or by calling American Funds Service Company. You may also review or, for a fee, copy the forms at the Commission's Public Reference Room in Washington, D.C. (800/SEC-0330). 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 December 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. More than half 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-905-1004P Litho in USA AGD/AL/8057-S1909 Printed on recycled paper ITEM 2 - Code of Ethics The 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, P.O. Box 7650, San Francisco, California 94120. ITEM 3 - Audit Committee Financial Expert The Registrant's Board has determined that Leonade D. Jones, 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 billed by 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: 2003 $56,000 2004 $57,000 b) Audit- Related Fees: 2003 none 2004 $8,000 The audit-related fees consist of assurance and related services relating to the examination of the Registrant's investment adviser conducted in accordance with Statement on Auditing Standards Number 70 issued by the American Institute of Certified Public Accountants. c) Tax Fees: 2003 $5,000 2004 $6,000 The tax fees consist of professional services relating to the preparation of the Registrant's tax returns including returns relating to the registrant's investments in non-U.S. jurisdictions. d) All Other Fees: 2003 none 2004 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: 2003 $339,000 2004 $259,000 The audit-related fees consist of assurance and related services relating to the examination of the Registrant's transfer agency and investment adviser conducted in accordance with Statement on Auditing Standards Number 70 issued by the American Institute of Certified Public Accountants. c) Tax Fees: 2003 none 2004 none d) All Other Fees: 2003 none 2004 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 Registrant and the adviser and affiliates that provide ongoing services to the Registrant were $352,000 for fiscal year 2003 and $311,000 for fiscal year 2004. 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 of Listed Registrants Not applicable. ITEM 6 - Schedule of Investments [logo - AMERICAN FUNDS (r)] THE GROWTH FUND OF AMERICA Investment portfolio August 31, 2004 Market value COMMON STOCKS -- 89.63% Shares (000) CONSUMER DISCRETIONARY -- 19.68% Time Warner Inc.(1) 122,900,000 $ 2,009,415 Target Corp. 32,870,000 1,465,345 Lowe's Companies, Inc. 28,320,400 1,407,524 Comcast Corp., Class A(1) 29,041,387 818,096 Comcast Corp., Class A, special nonvoting stock(1) 16,756,000 464,979 IAC/InterActiveCorp(1) 42,750,000 975,127 Carnival Corp., units 16,459,100 753,662 News Corp. Ltd., preferred (ADR) 24,520,367 729,481 Liberty Media Corp., Class A(1) 68,625,000 611,449 Cox Communications, Inc., Class A(1) 16,681,200 548,144 eBay Inc.(1) 6,146,600 531,927 Starbucks Corp.(1) 11,329,200 489,875 Best Buy Co., Inc. 10,530,000 489,856 Limited Brands, Inc. 20,700,000 415,656 Clear Channel Communications, Inc. 9,905,000 331,917 Office Depot, Inc.(1) 15,640,000 250,396 Viacom Inc., Class B, nonvoting 7,025,000 234,003 Viacom Inc., Class A 250,000 8,465 Fox Entertainment Group, Inc., Class A(1) 8,870,000 240,732 Kohl's Corp.(1) 4,575,000 226,371 Harrah's Entertainment, Inc. 4,650,000 224,083 Michaels Stores, Inc. 3,350,000 192,055 Amazon.com, Inc.(1) 4,500,000 171,630 UnitedGlobalCom, Inc., Class A(1) 25,200,000 171,360 Gap, Inc. 9,000,000 168,660 Walt Disney Co. 7,000,000 157,150 Harley-Davidson Motor Co. 2,407,200 146,887 Liberty Media International, Inc., Class A(1) 4,260,016 143,989 A. H. Belo Corp., Class A 4,850,000 111,259 Ross Stores, Inc. 5,225,000 110,509 Toys "R" Us, Inc.(1) 6,000,000 97,440 Dana Corp. 5,000,000 94,350 Magna International Inc., Class A 1,251,000 93,174 Brinker International, Inc.(1) 3,000,000 91,350 International Game Technology 3,000,000 86,550 Big Lots, Inc.(1),(2) 7,000,000 85,330 Interpublic Group of Companies, Inc.(1) 7,700,000 81,235 Outback Steakhouse, Inc. 1,996,700 78,151 TJX Companies, Inc. 3,000,000 63,480 Yamada Denki Co., Ltd. 1,725,000 62,580 MGM Mirage, Inc.(1) 1,386,100 57,301 McDonald's Corp. 1,300,000 35,126 DirecTV Group Inc.(1) 2,000,000 31,740 Circuit City Stores, Inc. 2,300,000 29,831 15,587,640 INFORMATION TECHNOLOGY -- 18.09% Microsoft Corp. 63,657,125 $ 1,737,840 Texas Instruments Inc. 42,550,000 831,427 Applied Materials, Inc.(1) 49,665,000 789,177 First Data Corp. 18,340,000 774,865 Yahoo! Inc.(1) 26,452,154 754,151 Taiwan Semiconductor Manufacturing Co. Ltd. 520,321,765 722,456 Maxim Integrated Products, Inc.(2) 16,590,000 720,504 Linear Technology Corp. 14,425,000 515,982 Corning Inc.(1) 46,820,000 473,818 Analog Devices, Inc. 11,716,666 406,803 Xilinx, Inc. 14,800,000 405,964 Cisco Systems, Inc.(1) 20,614,500 386,728 Automatic Data Processing, Inc. 8,750,000 347,988 Sun Microsystems, Inc.(1) 83,147,700 319,287 Micron Technology, Inc.(1) 27,510,000 316,640 PeopleSoft, Inc.(1) 18,188,200 316,475 Altera Corp.(1) 15,700,000 297,044 Microchip Technology Inc. 10,225,000 269,838 Intuit Inc.(1) 6,334,900 267,903 KLA-Tencor Corp.(1) 6,475,000 241,906 International Business Machines Corp. 2,615,000 221,464 CDW Corp. 3,500,000 204,750 EMC Corp.(1) 17,700,000 190,629 Flextronics International Ltd.(1) 14,075,000 174,671 Sabre Holdings Corp., Class A(2) 7,062,811 162,445 Cadence Design Systems, Inc.(1) 12,400,000 154,132 T-Online International AG(1) 16,000,000 153,358 QUALCOMM Inc. 4,000,000 152,200 Fujitsu Ltd. 22,260,000 138,614 Advanced Micro Devices, Inc.(1) 12,000,000 137,160 Ceridian Corp.(1) 7,240,900 133,884 Solectron Corp.(1) 25,120,600 129,622 ASML Holding NV (New York registered)(1) 9,625,000 124,548 Hirose Electric Co., Ltd. 1,265,000 123,038 Murata Manufacturing Co., Ltd. 2,244,000 111,911 Hoya Corp. 1,051,000 101,837 Samsung Electronics Co., Ltd. 257,770 100,941 Hewlett-Packard Co. 5,138,500 91,928 Nortel Networks Corp.(1) 22,300,000 83,848 Rohm Co., Ltd. 782,000 81,518 Teradyne, Inc.(1) 6,250,000 80,438 Hon Hai Precision Industry Co., Ltd. 22,884,974 75,382 Paychex, Inc. 2,273,019 67,440 National Instruments Corp. 2,250,000 58,657 Compuware Corp.(1) 12,054,100 54,605 SINA Corp.(1),(2) 2,552,000 53,158 Oracle Corp.(1) 4,475,000 44,616 Dell Inc.(1) 1,080,000 37,627 VIA Technologies, Inc. 49,411,000 34,157 Jabil Circuit, Inc.(1) 1,640,000 33,833 Sanmina-SCI Corp.(1) 4,570,000 31,624 Agere Systems Inc., Class A(1) 22,166,247 26,821 Electronic Data Systems Corp. 1,200,000 23,064 Motorola, Inc. 1,276,500 20,615 Homestore, Inc.(1) 4,100,000 8,938 Cypress Semiconductor Corp.(1) 300,000 2,928 14,323,197 HEALTH CARE -- 12.35% Sanofi-Aventis 17,990,129 $1,279,554 Biogen Idec Inc.(1) 15,911,000 944,000 Forest Laboratories, Inc.(1),(2) 20,311,800 931,296 AstraZeneca PLC (Sweden) 10,818,000 501,409 AstraZeneca PLC (ADR) 2,797,000 130,144 AstraZeneca PLC 2,800,000 129,087 Eli Lilly and Co. 10,700,000 678,915 Amgen Inc.(1) 11,160,000 661,676 Guidant Corp. 10,062,200 601,720 Elan Corp., PLC (ADR)(1) 17,266,400 390,739 Gilead Sciences, Inc.(1) 4,750,000 328,367 Genentech, Inc.(1) 6,500,000 317,070 Express Scripts, Inc.(1),(2) 4,710,000 297,672 Medtronic, Inc. 5,580,000 277,605 Anthem, Inc.(1) 2,892,400 234,979 Sepracor Inc.(1) 4,250,000 210,842 Allergan, Inc. 2,725,000 203,421 Aetna Inc. 2,020,000 187,153 St. Jude Medical, Inc.(1) 2,125,000 142,906 HCA Inc. 3,220,000 124,968 Celgene Corp.(1) 2,200,000 124,850 American Pharmaceutical Partners, Inc.(1),(2) 3,800,000 115,558 Novo Nordisk A/S, Class B 2,000,000 106,852 Pfizer Inc 3,125,000 102,094 OSI Pharmaceuticals, Inc.(1) 1,500,000 89,385 Amylin Pharmaceuticals, Inc.(1) 4,500,000 89,055 Applera Corp. -- Applied Biosystems Group 4,100,000 78,064 Applera Corp. -- Celera Genomics Group(1) 528,800 5,695 Caremark Rx, Inc.(1) 2,700,000 77,490 Lincare Holdings Inc.(1) 2,200,000 70,708 Roche Holding AG 625,000 60,652 Affymetrix, Inc.(1) 2,000,000 55,600 Andrx Group(1) 2,720,000 54,835 ImClone Systems Inc.(1) 1,000,000 53,280 Millennium Pharmaceuticals, Inc.(1) 4,000,000 47,560 IDEXX Laboratories, Inc.(1) 946,700 46,114 ICOS Corp.(1) 1,000,000 26,090 Schering-Plough Corp. 278,200 5,136 9,782,541 ENERGY -- 9.34% Schlumberger Ltd. 14,198,300 877,455 Burlington Resources Inc.(2) 19,760,000 715,905 Devon Energy Corp. 7,695,000 498,713 LUKoil Holding (ADR) 3,750,000 442,500 Transocean Sedco Forex Inc.(1) 12,649,900 388,352 Suncor Energy Inc. 13,303,862 369,394 EOG Resources, Inc.(2) 6,200,000 358,174 Halliburton Co. 11,905,000 347,269 Petro-Canada 6,034,700 282,403 Noble Corp.(1) 6,675,000 268,468 BG Group PLC 40,291,737 249,006 ENSCO International Inc.(2) 8,235,000 240,133 Nexen Inc. 6,225,646 221,938 Canadian Natural Resources, Ltd. 6,200,000 201,493 Diamond Offshore Drilling, Inc. 6,425,000 163,323 Pogo Producing Co.(2) 3,644,400 160,281 Baker Hughes Inc. 4,000,000 157,320 Rowan Companies, Inc.(1),(2) 6,450,000 156,864 Occidental Petroleum Corp. 3,000,000 154,950 Shell Canada Ltd. 2,980,000 147,889 BJ Services Co. 3,000,000 144,150 Apache Corp. 3,145,060 140,553 Weatherford International Ltd.(1) 3,000,000 139,020 Cross Timbers Oil Co. 4,600,000 128,984 Norsk Hydro ASA (ADR) 1,567,800 98,081 Premcor Inc.(1) 2,814,200 94,360 Imperial Oil Ltd. 2,007,577 94,024 Exxon Mobil Corp. 1,900,000 87,590 Murphy Oil Corp. 878,000 66,298 7,394,890 INDUSTRIALS -- 8.44% Tyco International Ltd. 32,675,000 1,023,381 General Electric Co. 23,740,000 778,435 FedEx Corp. 6,822,300 559,360 Illinois Tool Works Inc. 5,950,000 543,176 Boeing Co. 10,200,000 532,644 Southwest Airlines Co. 35,079,877 519,884 United Parcel Service, Inc., Class B 7,078,300 517,070 General Dynamics Corp. 5,120,700 499,985 3M Co. 3,940,000 324,498 Northrop Grumman Corp. 5,900,200 304,745 Ryanair Holdings PLC (ADR)(1) 6,835,000 212,227 Robert Half International Inc. 6,610,000 161,945 Burlington Northern Santa Fe Corp. 3,950,000 141,410 Allied Waste Industries, Inc.(1) 13,500,000 138,240 Monster Worldwide, Inc.(1) 5,775,000 116,828 Manpower Inc. 2,400,000 101,352 Deere & Co. 1,200,000 75,924 Raytheon Co. 2,100,000 72,933 Bombardier Inc., Class B 13,271,050 30,598 United Rentals, Inc.(1) 1,927,600 28,316 6,682,951 FINANCIALS -- 8.12% American International Group, Inc. 27,480,200 1,957,689 Freddie Mac 15,306,600 1,027,379 Fannie Mae 13,423,200 999,357 XL Capital Ltd., Class A 4,665,000 327,483 Bank of New York Co., Inc. 10,695,000 318,711 Mitsubishi Estate Co., Ltd. 26,500,000 299,610 Capital One Financial Corp. 2,500,000 169,400 Berkshire Hathaway Inc., Class A(1) 1,850 160,950 Wells Fargo & Co. 2,730,000 160,387 Citigroup Inc. 2,660,000 123,903 Mizuho Financial Group, Inc. 30,000 121,785 Marsh & McLennan Companies, Inc. 2,475,900 110,648 Sumitomo Realty & Development Co., Ltd. 10,000,000 109,938 SunTrust Banks, Inc. 1,500,000 102,150 Chubb Corp. 1,500,000 102,015 American Express Co. 1,700,000 85,034 Aon Corp. 3,218,600 83,523 Mitsui Sumitomo Insurance Co., Ltd. 8,000,000 71,124 Protective Life Corp. 1,500,000 58,695 City National Corp. 675,000 44,537 6,434,318 CONSUMER STAPLES -- 5.29% Altria Group, Inc. 26,700,000 $ 1,306,965 Walgreen Co. 23,560,000 858,762 PepsiCo, Inc. 6,275,000 313,750 Anheuser-Busch Companies, Inc. 5,930,000 313,104 Coca-Cola Co. 6,965,000 311,405 Procter & Gamble Co. 3,520,000 197,014 Kerry Group PLC, Class A 8,230,668 171,413 Unilever NV (New York registered) 2,800,000 168,168 Wal-Mart Stores, Inc. 3,050,000 160,644 Avon Products, Inc. 3,200,000 141,376 Wm. Wrigley Jr. Co. 1,330,000 82,500 Whole Foods Market, Inc. 974,800 75,771 General Mills, Inc. 1,235,000 58,354 SYSCO Corp. 1,000,000 32,140 4,191,366 TELECOMMUNICATION SERVICES -- 3.29% Vodafone Group PLC (ADR) 33,010,000 755,929 Vodafone Group PLC 68,465,000 155,967 AT&T Wireless Services, Inc.(1) 42,672,500 623,872 Sprint Corp. 24,545,350 483,053 Telefonica, SA (ADR) 5,000,000 214,600 KDDI Corp. 30,000 144,930 China Unicom Ltd. 150,000,000 110,578 Deutsche Telekom AG(1) 5,000,000 87,263 AT&T Corp. 2,000,000 29,560 2,605,752 MATERIALS -- 2.58% Freeport-McMoRan Copper & Gold Inc., Class B 8,011,100 301,458 Inco Ltd.(1) 7,000,000 238,980 Newmont Mining Corp. 4,700,000 208,633 Phelps Dodge Corp. 2,500,000 203,900 BHP Billiton Ltd. 19,516,661 181,069 Rio Tinto PLC 7,000,000 174,179 CONSOL Energy Inc.(3) 3,700,000 118,696 CONSOL Energy Inc. 800,000 25,664 CRH PLC 5,969,432 135,661 Dow Chemical Co. 2,606,600 111,588 Potash Corp. of Saskatchewan Inc. 1,904,000 105,710 Nitto Denko Corp. 2,111,000 93,064 Sealed Air Corp.(1) 1,580,000 77,610 Barrick Gold Corp. 3,400,000 68,000 2,044,212 UTILITIES -- 0.13% Questar Corp. 2,475,000 100,683 MISCELLANEOUS -- 2.32% Other common stock securities in initial period of acquisition 1,839,893 TOTAL COMMON STOCKS (cost: $63,967,460,000) 70,987,443 Market value RIGHTS AND WARRANTS -- 0.00% Shares (000) TELECOMMUNICATION SERVICES -- 0.00% Broadview Networks Holdings, Inc., Series E, warrants, expire 2012 (3),(4) 634,116 $ 1,325 Broadview Networks Holdings, Inc., Series E, warrants, expire 2012 (3),(4) 96,812 202 1,527 CONSUMER DISCRETIONARY -- 0.00% NTL Inc., Series A, warrants, expire 2011 40,425 197 TOTAL RIGHTS AND WARRANTS (cost: $20,166,000) 1,724 CONVERTIBLE SECURITIES -- 0.12% FINANCIALS -- 0.11% SMFG Finance (Cayman) Ltd. 2.25% mandatorily exchangeable preferred 2005, units 4,572,000,000 88,866 TELECOMMUNICATION SERVICES -- 0.01% Broadview Networks Holdings, Inc., Series E, convertible preferred (1),(3),(4) 1,588,972 3,337 INFORMATION TECHNOLOGY -- 0.00% ProAct Technologies Corp., Series C, convertible preferred (1),(3),(4) 6,500,000 2,665 TOTAL CONVERTIBLE SECURITIES (cost: $89,044,000) 94,868 Principal amount BONDS AND NOTES -- 0.02% (000) CONSUMER DISCRETIONARY -- 0.02% AOL Time Warner Inc. 5.625% 2005 10,795 11,036 TOTAL BONDS AND NOTES (cost: $10,582,000) 11,036 SHORT-TERM SECURITIES -- 10.09% U.S. Treasury Bills 0.963%-1.517% due 9/2-11/18/2004 2,825,200 2,821,493 Federal Home Loan Bank 1.33%-1.625% due 9/8-11/19/2004 252,762 252,258 Freddie Mac 1.32%-1.685% due 9/1-11/23/2004 225,000 224,561 Wells Fargo & Co. 1.40%-1.60% due 9/21-10/19/2004 200,000 199,998 State Street Bank & Trust 1.35%-1.62% due 9/8-11/1/2004 200,000 199,997 J.P. Morgan Chase & Co. 1.42%-1.50% due 9/22-9/27/2004 125,000 124,876 Park Avenue Receivables Co. LLC 1.39%-1.56% due 9/3-10/4/2004(3) 75,000 74,958 DuPont (E.I.) de Nemours & Co. 1.33%-1.55% due 9/10-10/19/2004 200,000 199,758 Proctor & Gamble Co. 1.34%-1.61% due 9/9-11/17/2004(3) 200,000 199,717 Edison Asset Securitization LLC 1.39%-1.63% due 9/17-10/27/2004(3) 100,000 99,818 General Electric Capital Services Inc. 1.40% due 9/20/2004 50,000 49,960 General Electric Capital Corp. 1.42%-1.58% due 9/27-10/15/2004 50,000 49,922 Wal-Mart Stores Inc. 1.34%-1.60% due 9/8-11/9/2004(3) 200,000 199,680 Fannie Mae 1.32%-1.62% due 9/13-11/3/2004 200,000 199,672 Pfizer Inc.1.33%-1.62% due 9/7-11/16/2004(3) 200,000 199,592 CAFCO, LLC 1.50%-1.63% due 9/24-11/5/2004(3) 150,000 149,673 Ciesco LLC 1.52%-1.60% due 10/8-10/22/2004 50,000 49,902 Bank of America Corp. 1.51%-1.62% due 10/15-11/1/2004 150,000 149,611 Receivables Capital Corp. 1.51%-1.52% due 9/3-10/12/2004(3) 50,000 49,943 Coca-Cola Co. 1.50%-1.60% due 10/22-11/8/2004 200,000 199,494 Variable Funding Capital Corp. 1.40%-1.51% due 9/10-9/21/2004(3) 150,000 149,895 Gannett Co. 1.41%-1.49% due 9/14-9/24/2004(3) 150,000 149,880 International Bank for Reconstruction and Development 1.23%-1.595% due 9/8-11/15/2004 150,000 149,763 Exxon Asset Management Co. 1.50% due 10/8-10/18/2004(3) 150,000 149,739 New Center Asset Trust 1.40%-1.63% due 9/24-11/8/2004 150,000 149,725 Abbott Laboratories Inc. 1.34%-1.50% due 9/14-10/19/2004(3) 140,000 139,815 Three Pillars Funding Corp. 1.48%-1.56% due 9/1-9/27/2004(3) 125,000 124,937 Private Export Funding Corp. 1.49%-1.50% due 9/27-10/12/2004(3) 125,000 124,826 Federal Farm Credit Banks 1.39%-1.64% due 9/22-11/29/2004 125,000 124,793 FCAR Owner Trust I 1.53%-1.61% due 10/4-10/25/2004 125,000 124,755 AIG Funding, Inc. 1.26%-1.52% due 9/7-10/13/2004 100,000 99,923 American General Finance Corp. 1.38%-1.51%% due 9/13/2004 20,000 19,990 Triple-A One Funding Corp. 1.45%-1.57% due 9/2-10/4/2004(3) 120,000 119,888 Tennessee Valley Authority 1.30%-1.39% due 9/9-9/16/2004 100,000 99,955 ChevronTexaco Corp. 1.48%-1.50% due 9/28-10/15/2004 100,000 99,848 IBM Credit Corp. 1.53%-1.54%% due 11/2/2004 100,000 99,718 Caterpillar Financial Services Corp. 1.34%-1.60% due 9/1-11/3/2004 75,000 74,888 Netjets Inc. 1.51%-1.61% due 10/6-10/26/2004(3) 75,000 74,847 American Express Credit Corp. 1.29.% due 9/1/2004 50,000 49,998 Verizon Network Funding Corp. 1.36%-1.50% due 9/3-9/20/2004 50,000 49,980 Household Finance Corp. 1.39%-1.54% due 9/1-10/5/2004 50,000 49,962 Eli Lilly and Co. 1.45%-1.56% due 9/10-10/29/2004(3) 50,000 49,891 Anheuser-Busch Cos. Inc. 1.32% due 9/10/2004(3) 20,000 19,992 TOTAL SHORT-TERM SECURITIES (cost: $7,991,915,000) 7,991,891 TOTAL INVESTMENT SECURITIES (cost: $72,079,167,000) 79,086,962 New Taiwanese Dollar (cost: $9,522,000) $NT 9,522 9,494 Other assets less liabilities 102,416 NET ASSETS $79,198,872 (1) Security did not produce income during the last 12 months. (2) Represents an affiliated company as defined 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. The total value of all such restriced securities was $2,203,316, which represented 2.78% of the net assets of the fund. (4) Valued under fair value procedures adopted by authority of the Board of Directors. ADR = American Depositary Receipts See Notes to Financial Statements REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON DETAILED SCHEDULE OF INVESTMENTS To the Shareholders and Board of Directors of The Growth Fund of America, Inc.: We have audited, in accordance with standards of the Public Company Accounting Oversight Board (United States), the financial statements of The Growth Fund of America, Inc. (the "Fund") as of August 31, 2004, and for the year then ended and have issued our report thereon dated October 13, 2004, which report and financial statements are included in Item 1 of this Certified Shareholder Report on Form N-CSR. Our audit also included the Fund's investment portfolio (the "Schedule") as of August 31, 2004 appearing in Item 6 of this Form N-CSR. This Schedule is the responsibility of the Fund's management. Our responsibility is to express an opinion based on our audit. In our opinion, the Schedule referred to above, when considered in relation to the basic financial statements taken as a whole of the Fund referred to above, presents fairly, in all material respects, the information set forth therein. DELOITTE & TOUCHE LLP October 13, 2004 Los Angeles, California 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 - Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers Not applicable to this Registrant, insofar as the Registrant is not a closed-end management investment company. 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, as amended. 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 Registrant's Principal Executive Officer and Principal Financial Officer have concluded, based on their evaluation of the Registrant's disclosure controls and procedures (as such term is defined in Rule 30a-3 under the Investment Company Act of 1940), 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 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 GROWTH FUND OF AMERICA, INC. By /s/ James F. Rothenberg ------------------------------------------- James F. Rothenberg, Chairman and PEO Date: November 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/ James F. Rothenberg - ------------------------------------------- James F. Rothenberg, Chairman and PEO Date: November 8, 2004 By /s/ Sheryl F. Johnson - ------------------------------------------- Sheryl F. Johnson, Treasurer and PFO Date: November 8, 2004