Item 1. Report to Shareholders T. Rowe Price Short-Term Bond Fund - -------------------------------------------------------------------------------- May 31, 2004 Certified Annual Report This report is certified under the Sarbanes-Oxley Act of 2002, which requires that public companies, including mutual funds, affirm that the information provided in their annual and semiannual shareholder reports fully and fairly represents their financial position. T. Rowe Price Short-Term Bond Fund - -------------------------------------------------------------------------------- Certified Annual Report Performance Comparison This chart shows the value of a hypothetical $10,000 investment in the fund over the past 10 fiscal year periods or since inception (for funds lacking 10-year records). The result is compared with benchmarks, which may include a broad-based market index and a peer group average or index. Market indexes do not include expenses, which are deducted from fund returns as well as mutual fund averages and indexes. [Graphic Omitted] SHORT-TERM BOND FUND - -------------------------------------------------------------------------------- As of 5/31/04 Short-Term Bond Fund $16,694 Lehman Brothers 1-3 Yr. U.S. Government/Credit Index $17,870 Lehman Brothers 1-3 Yr. U.S. Government/ Short-Term Credit Index Bond Fund 5/31/94 $ 10,000 $ 10,000 5/95 10,747 10,341 5/96 11,321 10,814 5/97 12,075 11,494 5/98 12,921 12,284 5/99 13,615 12,803 5/00 14,162 13,237 5/01 15,623 14,642 5/02 16,632 15,556 5/03 17,701 16,605 5/04 17,870 16,694 Average Annual Compound Total Return - -------------------------------------------------------------------------------- Periods Ended 5/31/04 1 Year 5 Years 10 Years - -------------------------------------------------------------------------------- Short-Term Bond Fund 0.54% 5.45% 5.26% Lehman Brothers 1-3 Yr. U.S. Government/ Credit Index 0.96 5.59 5.98 Lipper Short Investment-Grade Debt Funds Average 0.43 4.73 5.30 Returns do not reflect taxes that the shareholder may pay on fund distributions or the redemption of fund shares. Past performance cannot guarantee future results. T. Rowe Price Short-Term Bond Fund - -------------------------------------------------------------------------------- Certified Annual Report Dear Shareholder, Your fund generated a positive return of 0.54% during the 12 months ended May 31, 2004, in a difficult environment for fixed-income securities. Fund performance trailed that of the unmanaged Lehman Brothers 1-3 Year U.S. Government/Credit Index during the period, but surpassed the Lipper Short Investment-Grade Debt Funds Average of similarly managed funds, as shown in the table on the preceding page. Over the past six months, particularly in April, the dollar strengthened and currency exposure was negative, hindering results relative to Lehman. [Graphic Omitted] Quality Diversification - -------------------------------------------------------------------------------- AAA 37% AA 23% A 20% BBB 20% As you know, the fund seeks a high level of income consistent with minimal fluctuation in principal value and liquidity by investing in a diversified portfolio of short- and intermediate-term investment-grade corporate, government, and mortgage-backed securities. The fund's weighted average maturity will not exceed three years. Major Index Returns - -------------------------------------------------------------------------------- Period Ended 5/31/04 12 Months - -------------------------------------------------------------------------------- Lehman Brothers U.S. Treasury Index -2.64% Lehman Brothers U.S. Aggregate Index -0.44 Lehman Brothers U.S. Credit Index -0.58 Lehman Brothers Mortgage-Backed Securities Index 1.50 CS First Boston High Yield Index 13.25 Source: Lehman Brothers and CS First Boston. The Major Index Returns table shows how various quality bonds performed over the fund's fiscal year. High-yield bonds, which tend to act more like equities than bonds in an improving economy, far outpaced higher-quality bonds such as Treasuries and higher-rated corporate securities over the 12-month period. In fact, all fixed-income classes except for high-yield and mortgage-backed bonds posted negative returns during the fund's fiscal year. Eighty percent of portfolio assets were rated A or above, and the balance was allocated to BBB securities, as shown in the Quality Diversification pie chart. The Interest Rate Levels chart reflects the pattern of bond yields during the same period. Yields rose in general before declining earlier this year, only to spike sharply higher in April as the economy continued to grow and investors focused their attention on the threat of higher inflation in the months ahead. [Graphic Omitted] Interest Rate Levels - -------------------------------------------------------------------------------- 5-Year 2-Year Federal Funds Treasury Treasury Target Note Note Rate 5/31/03 2.29 1.32 1.25 2.41 1.30 1.00 3.22 1.74 1.00 8/03 3.46 1.97 1.00 2.83 1.46 1.00 3.24 1.82 1.00 11/03 3.35 2.04 1.00 3.25 1.82 1.00 3.14 1.82 1.00 2/04 2.94 1.64 1.00 2.78 1.57 1.00 3.62 2.32 1.00 5/31/04 3.79 2.53 1.00 Portfolio Characteristics - -------------------------------------------------------------------------------- Periods Ended 5/31/03 5/31/04 - -------------------------------------------------------------------------------- Price Per Share $ 4.87 $ 4.76 30-Day Standardized Yield to Maturity 2.42% 2.50% Weighted Average Maturity (years) 2.1 2.3 Weighted Average Effective Duration (years) 1.9 1.6 Weighted Average Quality * AA+ AA * Based on T. Rowe Price research. The Portfolio Characteristics table shows various portfolio details as of May 31, 2004, compared with one year earlier. The weighted average maturity of the portfolio rose slightly to 2.3 years, and the duration declined to 1.6 years. The quality of the portfolio's holdings slipped a notch from AA+ to AA. An increased weighting in BBB securities, the lowest rating within the investment-grade spectrum, enhanced results as higher-yielding bonds outperformed. We thank you for your continued support. Respectfully, James S. Riepe Chairman June 18, 2004 T. Rowe Price Short-Term Bond Fund - -------------------------------------------------------------------------------- Certified Annual Report Financial Highlights For a share outstanding throughout each period - -------------------------------------------------------------------------------- Year Ended 5/31/04 5/31/03 5/31/02 5/31/01 5/31/00 NET ASSET VALUE Beginning of period $ 4.87 $ 4.75 $ 4.71 $ 4.52 $ 4.63 Investment activities Net investment income (loss) 0.14* 0.19* 0.25* 0.28* 0.26 Net realized and unrealized gain (loss) (0.11) 0.12 0.04 0.19 (0.11) Total from investment activities 0.03 0.31 0.29 0.47 0.15 Distributions Net investment income (0.14) (0.19) (0.25) (0.28) (0.26) NET ASSET VALUE End of period $ 4.76 $ 4.87 $ 4.75 $ 4.71 $ 4.52 --------------------------------------------------------- Ratios/Supplemental Data Total return^ 0.54%* 6.74%* 6.24%* 10.61%* 3.39% Ratio of total expenses to average net assets 0.55%* 0.55%* 0.55%* 0.59%* 0.72% Ratio of net investment income (loss) to average net assets 2.67%* 3.85%* 5.11%* 5.99%* 5.74% Portfolio turnover rate 69.5% 110.1% 49.9% 77.6%(Ckmk.)50.7% Net assets, end of period (in millions) $ 1,596 $ 1,052 $ 696 $ 469 $ 287 * Excludes expenses in excess of a 0.55% contractual expense limitation in effect through 9/30/04. ^ Total return reflects the rate that an investor would have earned on an investment in the fund during each period, assuming reinvestment of all distributions. (Ckmk.) Excludes the effect of the acquisition of Summit Limited-Term Bond Fund's and Short-Term U.S. Government's Fund's assets. The accompanying notes are an integral part of these financial statements. T. Rowe Price Short-Term Bond Fund - -------------------------------------------------------------------------------- Certified Annual Report May 31, 2004 Portfolio of Investments (1) $ Par/Shares Value - -------------------------------------------------------------------------------- (Amounts in 000s) CORPORATE BONDS AND NOTES 44.7% Banking and Finance 15.6% ABN AMRO Bank (Chicago), 7.25%, 5/31/05 3,620 3,802 AIG Sunamerica Global Financing XII, 144A, 5.30%, 5/30/07 3,450 3,603 Allstate Financial Global Funding, 144A, 5.25%, 2/1/07 4,500 4,705 AT&T Capital Corporation, 6.60%, 5/15/05 1,110 1,156 Bank of America, 5.25%, 2/1/07 9,000 9,391 Bank of New York, 2.20%, 5/12/06 6,000 5,928 Bank One Corporation, 6.50%, 2/1/06 3,000 3,185 Bear Stearns, 3.00%, 3/30/06 8,000 8,023 CIT Group 4.125%, 2/21/06 5,162 5,266 5.50%, 11/30/07 3,000 3,143 Citigroup 4.125%, 6/30/05 3,000 3,050 5.75%, 5/10/06 6,000 6,321 Countrywide Home Loan, 5.50%, 8/1/06 7,000 7,323 Developers Diversified Realty, 3.875%, 1/30/09 5,000 4,829 Eop Operating Limited Partnership, 8.375%, 3/15/06 6,000 6,539 Fifth Third Bank, 2.70%, 1/30/07 10,000 9,870 First Union, 7.55%, 8/18/05 4,750 5,036 Goldman Sachs Group, 144A, 6.75%, 2/15/06++ 8,900 9,478 HBOS, 144A, 3.125%, 1/12/07 8,000 7,954 Household Finance, 5.75%, 1/30/07 4,330 4,577 ING Institutional Funding, 144A, 2.70%, 2/15/07 9,000 8,830 International Lease Finance, 3.75%, 8/1/07 7,500 7,472 JP Morgan Chase, 3.125%, 12/11/06 5,800 5,780 Keycorp, 6.75%, 3/15/06 1,850 1,978 Landwirtschaftliche Rentenbank, 3.75%, 6/15/09 15,000 14,720 Lehman Brothers, 6.25%, 5/15/06 5,500 5,843 Marsh & McLennan, 3.625%, 2/15/08 4,810 4,733 Marshall & Ilsley 2.625%, 2/10/07 3,000 2,974 4.125%, 9/4/07 2,160 2,201 Massmutual Global Funding, 144A, 3.25%, 6/15/07 6,430 6,362 Merrill Lynch 7.00%, 3/15/06 225 241 VR, 2.853%, 3/2/09 7,000 6,878 Midland Bank, 7.625%, 6/15/06 4,300 4,671 Morgan Stanley Dean Witter, 6.10%, 4/15/06 6,700 7,097 National City Bank, 2.375%, 8/15/06 5,000 4,970 National Rural Utilities, 6.00%, 5/15/06 6,000 6,337 Regions Bank, 2.90%, 12/15/06 5,635 5,592 SLM Corporation, VR, 2.862%, 4/1/09 10,000 9,785 St. Paul Travelers Companies, 5.75%, 3/15/07 2,475 2,606 Swedish Export Credit, 2.875%, 1/26/07 6,015 5,960 Travelers Property Casualty, 3.75%, 3/15/08 1,770 1,746 U.S. Bank NA 2.85%, 11/15/06 9,000 8,939 2.87%, 2/1/07 3,000 2,955 Wachovia Corporation, 7.45%, 7/15/05 2,000 2,111 Zions Bancorporation, 2.70%, 5/1/06 4,800 4,772 248,732 Consumer Products and Services 7.2% Abbott Laboratories, 5.625%, 7/1/06 4,225 4,449 AOL Time Warner, 6.125%, 4/15/06 6,650 7,004 Brown-Forman, 2.125%, 3/15/06 9,000 8,900 Bunge Limited Finance, 4.375%, 12/15/08 5,950 5,880 Cargill Incorporated, 144A, 6.25%, 5/1/06 6,500 6,881 Clear Channel Communications, 6.00%, 11/1/06 6,578 6,954 Comcast Cable, 8.375%, 5/1/07 6,000 6,738 Dayton Hudson Corporation, 7.50%, 7/15/06 2,500 2,728 Diageo, 3.50%, 11/19/07 5,000 4,953 Diageo Capital, 6.625%, 6/24/04 2,000 2,006 Disney, 6.75%, 3/30/06 6,000 6,383 Fred Meyer, 7.375%, 3/1/05 4,700 4,873 General Mills, 3.875%, 11/30/07 5,000 4,994 Gillette, 3.50%, 10/15/07 6,250 6,271 IBM, 2.375%, 11/1/06 5,500 5,400 Kraft Foods, 4.625%, 11/1/06 4,850 4,976 McCormick 3.35%, 4/15/09 5,000 4,810 6.40%, 2/1/06 3,400 3,598 Newell Rubbermaid, 2.00%, 5/1/05 1,515 1,511 Pfizer, 2.50%, 3/15/07 6,000 5,874 Ralcorp Holdings, 8.75%, 9/15/04 5,500 5,611 Viacom, 6.40%, 1/30/06 4,440 4,704 115,498 Energy 1.6% BP Canada Finance, 3.375%, 10/31/07 5,700 5,652 Conocophillips, 3.625%, 10/15/07 6,350 6,339 Devon Energy, 2.75%, 8/1/06 4,600 4,546 Halliburton, 144A, VR, 1.92%, 1/26/07 4,000 3,999 Smith International Incorporated, 7.00%, 9/15/07 5,000 5,466 26,002 Industrial 6.4% Alcoa, 4.25%, 8/15/07 2,475 2,517 American Honda Finance, 144A, 2.875%, 4/3/06 4,400 4,400 Boeing Capital, 7.10%, 9/27/05 4,500 4,766 Caterpillar Financial Services 2.35%, 9/15/06 6,500 6,404 2.625%, 1/30/07 3,500 3,439 Daimler Chrysler North America, 6.90%, 9/1/04 5,000 5,062 Dow Chemical, 7.00%, 8/15/05 6,000 6,307 Falconbridge, 7.35%, 11/1/06 5,000 5,397 Ford Motor Credit, 6.50%, 1/25/07 3,750 3,933 General Electric, VR, 1.22%, 10/24/05 2,665 2,667 General Electric Capital, 5.00%, 6/15/07 6,000 6,246 GMAC, 6.75%, 1/15/06 7,000 7,372 Hutchison Whampoa Finance, 144A, 6.95%, 8/1/07 4,500 4,868 John Deere Capital, 3.90%, 1/15/08 4,000 3,994 Meadwestvaco Corp, 2.75%, 12/1/05 3,700 3,675 Northrop Grumman, 8.625%, 10/15/04 5,550 5,684 Praxair, VR, 4.75%, 7/15/07 4,000 4,134 Raytheon, 4.50%, 11/15/07 5,651 5,736 Sealed Air, 144A, 5.375%, 4/15/08 6,000 6,167 United Technologies, 6.625%, 11/15/04 3,250 3,321 Weyerhaeuser, 5.50%, 3/15/05 5,000 5,117 101,206 Media and Communications 5.3% Alltel, 6.75%, 9/15/05 3,750 3,963 Bellsouth, 5.00%, 10/15/06 4,800 4,990 British Telecommunications, STEP, 7.875%, 12/15/05 8,000 8,609 Cox Enterprises, 144A, 4.375%, 5/1/08 6,150 6,131 Deutsche Telekom International Finance, 3.875%, 7/22/08 6,000 5,917 France Telecom, STEP, 8.20%, 3/1/06 8,600 9,294 Liberty Media, VR, 2.61%, 9/17/06 5,000 5,090 SBC Communications, 5.75%, 5/2/06 5,000 5,260 Sprint Capital, 6.00%, 1/15/07 5,600 5,886 Telefonica Europe, 7.35%, 9/15/05 3,000 3,176 Telefonos De Mexico, S. A., 4.50%, 11/19/08 3,545 3,448 Telus, 7.50%, 6/1/07 5,000 5,468 U.S. West Communications, 7.20%, 11/1/04 3,500 3,553 Verizon Global Funding, 6.125%, 6/15/07 5,000 5,344 Verizon Wireless, 5.375%, 12/15/06 7,600 7,970 84,099 Other 0.4% United Mexican States, VR, 1.84%, 1/13/09ss. 6,000 6,081 6,081 Transportation Services 0.6% ERAC USA Finance, 144A, 6.625%, 2/15/05++ 5,665 5,830 Union Pacific, 5.75%, 10/15/07 4,000 4,214 10,044 Utilities 7.6% Alabama Power, 5.49%, 11/1/05 4,250 4,421 Arizona Public Service, 7.625%, 8/1/05 5,000 5,276 CE Electric UK Funding, 144A, 6.995%, 12/30/07 2,370 2,508 CINergy, 6.25%, 9/1/04 3,900 3,938 Consumers Energy, 6.00%, 3/15/05 2,150 2,210 Dominion Resources, 7.625%, 7/15/05 3,000 3,171 DTE Energy, 6.00%, 6/1/04 4,500 4,500 Duke Capital, 4.302%, 5/18/06 6,500 6,530 Energy East, 5.75%, 11/15/06 5,750 6,001 Entergy Gulf States, 5.20%, 12/3/07 5,310 5,349 FirstEnergy, 5.50%, 11/15/06 3,175 3,289 Niagara Mohawk Power, 5.375%, 10/1/04 5,250 5,300 Nisource Finance Corp., VR, 1.929%, 5/4/05 6,000 5,996 Panhandle Eastern Pipeline, 144A, 2.75%, 3/15/07 6,000 5,837 Pepco Holdings, 5.50%, 8/15/07 5,000 5,208 PG&E, VR, 1.81%, 4/30/06 5,810 5,824 Pinnacle West Capital, 6.40%, 4/1/06 3,300 3,476 PPL Capital Funding, 144A, 4.33%, 3/1/09 5,000 4,869 PSEG Power, 6.875%, 4/15/06 5,345 5,701 Sempra Energy, VR, 1.74%, 5/21/08 8,950 8,948 Southern California Edison, 8.00%, 2/15/07 7,000 7,784 Texas-New Mexico Power, 6.125%, 6/1/08 3,650 3,778 TXU Energy, 6.125%, 3/15/08 2,900 3,059 Westar Energy, 7.875%, 5/1/07 5,055 5,569 Western Power Distribution Holdings, 144A 6.875%, 12/15/07 2,700 2,795 121,337 Total Corporate Bonds and Notes (Cost $712,408) 712,999 ASSET-BACKED SECURITIES 14.7% Aesop Funding II, Series 2003-5A, Class A1 144A, 2.78%, 12/20/07 6,350 6,320 American Express, Series 2004-1, Class C 144A, VR, 1.65%, 9/15/11 4,500 4,500 Bank One Auto Securitization, Series 2003-1, Class A3 1.82%, 9/20/07 9,850 9,748 BMW Vehicle Owner Trust, Series 2003-A, Class A3 1.94%, 2/25/07 8,750 8,761 Capital Auto Receivables Asset Trust Series 2002-2, Class A4, 4.50%, 10/15/07 3,000 3,068 Series 2002-2, Class CERT, 4.18%, 10/15/07 1,180 1,197 Series 2004-1, Class A4, 2.64%, 11/17/08 9,000 8,796 Series 2004-1, Class CTFS, 2.84%, 9/15/10 7,000 6,834 Capital One Master Trust, Series 1998-1, Class A 6.31%, 6/15/11 9,000 9,791 Chase Manhattan Auto Owner Trust, Series 2001-B Class CTFS, 3.75%, 5/15/08 673 680 CIT RV Trust Series 1997-A, Class A6, 6.35%, 4/15/11 264 268 Series 1998-A, Class A4, 6.09%, 2/15/12 1,125 1,135 Citibank Credit Card Issuance Trust Series 2000-A1, Class A1, 6.90%, 10/15/07 11,100 11,767 Series 2000-A3, Class A3, 6.875%, 11/16/09ss. 3,700 4,075 Series 2001-A6, Class A6, 5.65%, 6/16/08 7,000 7,374 Comed Transitional Funding Trust, Series 1998-1, Class A5 5.44%, 3/25/07 2,572 2,617 CPL Transition Funding, Series 2002-1, Class A1 3.54%, 1/15/07 2,191 2,209 GS Auto Loan Trust Series 2004-1, Class A3, 2.13%, 11/15/07 3,000 2,972 Series 2004-1, Class C, VR, 2.68%, 5/16/11 6,000 5,972 Harley-Davidson Motorcycle Trust Series 2001-1, Class B, VR, 5.29%, 1/15/09 950 966 Series 2003-3, Class A2, 2.76%, 5/15/11 4,700 4,668 Series 2004-1, Class B, 2.00%, 11/15/11 4,886 4,796 Hertz, Series 2004-1, Class A2, 144A, 2.38%, 5/25/08 12,500 12,121 Honda Auto Receivables, Series 2003-5, Class A4 2.96%, 4/20/09 9,125 9,020 Household Affinity Credit Card, Series 2003-1 Class A, VR, 1.22%, 2/15/10 5,000 5,011 Hyundai Auto Receivables Trust Series 2003-A, Class C, 3.19%, 10/15/10 1,225 1,220 Series 2003-A, Class B, 2.99%, 10/15/10 3,275 3,248 John Deere Owner Trust Series 2001-A, Class A4, 3.78%, 9/15/08 5,175 5,217 Series 2003-A, Class A3, 1.79%, 4/16/07 2,000 1,987 MBNA Master Credit Card Trust Series 2000-D, Class A, VR, 1.30%, 9/15/09 10,600 10,644 Series 1999-M, Class A, 6.60%, 4/16/07 1,150 1,176 MBNA Credit Card Master Note Trust Series 2001-C1, Class C1, VR, 2.15%, 10/15/08 6,000 6,066 Series 2003-C2, Class C2, VR, 2.70%, 6/15/10 5,000 5,170 Morgan Stanley Auto Loan Trust, Series 2004-HB1 Class C, 2.88%, 10/15/11 3,750 3,745 Navistar, VR, 1.30%, 4/15/08 10,000 10,021 Nissan Auto Receivables Owner Trust Series 2002-A, Class A4, 4.28%, 10/16/06 1,000 1,020 Series 2004-A, Class A4, 2.76%, 7/15/09 9,000 8,812 Regions Auto Receivables Trust, Series 2002-1 Class A3, 2.63%, 1/16/07 4,459 4,480 Reliant Energy Transition Bond Trust, Series 2001-1 Class A1, 3.84%, 9/15/07 3,609 3,659 SSB Auto Loan Trust, Series 2002-1, Class C, 4.13%, 2/15/09 1,276 1,288 USAA Auto Owner Trust, Series 2003-1, Class A3 1.58%, 6/15/07 10,000 9,955 WFS Financial Owner Trust, Series 2004-2 Class C, 3.20%, 11/21/11 12,500 12,437 World Financial Network, Series 2003-A, Class A2 VR, 1.47%, 5/15/12 10,000 10,016 Total Asset-Backed Securities (Cost $235,522) 234,827 U.S. GOVERNMENT & AGENCY MORTGAGE-BACKED SECURITIES 12.1% U.S. Government Agency Obligations+/- 11.6% Federal Home Loan Mortgage 4.50%, 10/1/07 8,772 8,882 5.00%, 10/1 - 11/1/18 27,028 27,052 10.00%, 6/1 - 10/1/05 3 3 10.75%, 12/1/09 25 28 CMO 2.37%, 12/15/09 12,000 11,717 3.32%, 12/15/11 3,000 2,755 4.00%, 1/15/22 9,000 8,996 4.105%, 10/27/31 5,000 5,048 4.50%, 2/15/13 9,722 9,919 5.00%, 1/15/19 12,000 12,147 6.00%, 1/15/08 586 590 6.50%, 8/15/23 1,786 1,851 IO, 4.50%, 5/15/16 - 4/15/18 5,700 903 Federal National Mortgage Assn. 4.50%, 5/1/18 9,306 9,145 5.00%, 1/1/09 - 11/1/18 11,251 11,277 5.50%, 1/1/17 - 3/1/34 20,999 21,330 6.00%, 7/1 - 11/1/13 281 294 9.00%, 5/1/05 48 49 ARM 2.805%, 6/1/04 108 109 3.00%, 6/1/04 25 25 3.02%, 6/1/04 3 3 3.061%, 6/1/04 5 5 3.065%, 6/1/04 110 111 3.091%, 6/1/04 27 27 3.115%, 6/1/04 30 30 3.124%, 6/1/04 62 63 3.139%, 6/1/04 173 175 3.187%, 6/1/04 8 8 3.818%, 6/1/04 14,432 14,558 4.382%, 6/1/04 9,892 9,877 4.75%, 6/1/04 22 23 4.942%, 6/1/04 34 37 5.517%, 6/1/04 162 179 CMO 3.50%, 4/25/13 10,000 10,043 4.50%, 6/25/13 12,000 12,163 5.50%, 3/25/30 1,322 1,326 6.00%, 6/25/16 411 420 9.00%, 1/25/08 1,168 1,237 TBA, 5.50%, 1/1/19 2,650 2,703 185,108 U.S. Government Obligations 0.5% Government National Mortgage Assn. 6.00%, 7/15/17 3,295 3,442 7.00%, 9/15/12 - 12/15/13 3,735 4,013 8.00%, 5/15/07 83 87 8.50%, 2/15/05 - 3/15/06 34 35 9.00%, 12/15/05 - 2/15/06 29 30 9.50%, 4/15/05 - 10/15/09 4 4 10.00%, 8/15/04 - 10/15/21 99 111 10.50%, 11/15/15 27 30 11.00%, 4/20/14 2 2 11.25%, 7/15 - 8/15/13 37 42 11.50%, 3/15/10 - 12/15/15 440 505 11.75%, 8/15 - 9/15/13 111 128 8,429 Total U.S. Government & Agency Mortgage-Backed Securities (Cost $195,083) 193,537 NON-U.S. GOVERNMENT MORTGAGE-BACKED SECURITIES 4.7% Banc of America Commercial Mortgage, Series 2003-1 Class A1, CMO, 3.878%, 9/11/36 4,648 4,528 Bank of America Mortgage Securities Series 2003-L, Class 2A2, CMO, VR, 4.356%, 1/25/34 10,377 10,357 Series 2004-A, Class 2A2, CMO, VR, 4.18%, 2/25/34 6,012 5,944 Bankboston Home Equity Loan Trust, Series 1998-2 Class A6, 6.64%, 12/25/28 5,000 5,306 Chase Funding Mortgage Loan, Series 2002-4, Class 2A 1 VR, 1.47%, 10/25/32 6,165 6,175 Countrywide Home Loans, Series 2003-60 Class 3A-1, CMO, VR, 5.206%, 2/25/34 10,068 10,057 DLJ Commercial Mortgage, Series 1999-CG2 Class A1B, CMO 7.30%, 6/10/32 4,200 4,711 GMAC Commercial Mortgage Securities, CMO Series 1998-C2, Class A1, 6.15%, 5/15/35 1,240 1,272 Greenwich Capital Commercial Funding, Series 2004-1 Class 2, CMO, 3.835%, 6/10/36 7,500 7,514 J.P. Morgan Chase Commercial Mortgage, Series 1999-C7 Class A2 CMO, 6.51%, 10/15/35 4,000 4,312 Morgan Stanley Dean Witter, CMO, 5.38%, 1/15/39 5,507 5,703 Prudential Securities Secured Financing, Series 1999-NRF1 Class A1, CMO, 6.074%, 11/1/31 365 380 Ryland Mercury Savings Trust, Series 1998-MS2 Class A, VR, 3.509%, 10/15/18 21 21 Sovereign Bank Home Equity Loan Trust, Series 2000-1 Class A6, 7.25%, 2/25/15 584 624 Washington Mutual, Series 2004-AR1, Class A, CMO 4.23%, 3/25/34 7,849 7,775 Total Non-U.S. Government Mortgage-Backed Securities (Cost $75,558) 74,679 U.S. GOVERNMENT & AGENCY OBLIGATION (EXCLUDING MORTGAGE-BACKED) 10.2% U.S. Government Agency Obligations+/- 3.5% Federal Home Loan Mortgage, 2.875%, 9/15/05 20,000 20,165 Federal National Mortgage Assn. 2.50%, 6/15/06 10,000 9,948 3.25%, 8/15/08 14,183 13,787 VR, 2.833%, 2/17/09 12,100 12,010 55,910 U.S. Treasury Obligations 6.7% U.S. Treasury Notes 1.50%, 7/31/05 11,800 11,743 1.625%, 1/31 - 4/30/05 ++ 95,000 94,984 106,727 Total U.S. Government & Agency Obligations (excluding Mortgage-Backed) (Cost $163,192) 162,637 SHORT-TERM INVESTMENTS 12.8% Money Market Funds 12.8% T. Rowe Price Reserve Investment Fund, 1.09% # 205,066 205,066 Total Short-Term Investments (Cost $205,066) 205,066 SECURITIES LENDING COLLATERAL 0.4% Money Market Pooled Account 0.4% State Street Bank and Trust Company of New Hampshire N.A. Securities Lending Quality Trust units, 1.121% # 6,492 6,492 Total Securities Lending Collateral (Cost $6,492) 6,492 Total Investments in Securities 99.6% of Net Assets (Cost $1,593,321) $ 1,590,237 -------------------- Futures Contracts - -------------------------------------------------------------------------------- ($ 000s) Contract Unrealized Expiration Value Gain (Loss) ------------ ------------ ------------ Short, 1,000 U.S. Treasury 5 year contracts, $1,000 par of 1.625% U.S. Treasury Notes pledged as initial margin 9/04 $ (108,172) $ (437) Net payments (receipts) of variation margin to date 796 Variation margin receivable (payable) on open futures contracts $ 359 -------------------- (1) Denominated in U.S. dollar unless otherwise noted # Seven-day yield (ss.)All or a portion of this security is on loan at May 31, 2004 (+/-)The issuer is a publicly-traded company that operates under a congressional charter; its securities are neither issued nor guaranteed by the U.S. government. ++ All or a portion of this security is pledged to cover margin requirements on futures contracts at May 31, 2004. !! Security contains restrictions as to public resale pursuant to the Securities Act of 1933 and related rules - total value of such securities at period-end amounts to $15,308 and represents 1.0% of net assets 144A Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and may be resold in transactions exempt from registration only to qualified institutional buyers - total value of such securities at period-end amounts to $118,158 and represents 7.4% of net assets ARM Adjustable Rate Mortgage CMO Collateralized Mortgage Obligation IO Interest Only security for which the fund receives interest on notional principal (par) STEP Stepped coupon bond for which the coupon rate of interest will adjust on specified future date(s) TBA To Be Announced security was purchased on a forward commitment basis VR Variable Rate The accompanying notes are an integral part of these financial statements. T. Rowe Price Short-Term Bond Fund - -------------------------------------------------------------------------------- Certified Annual Report May 31, 2004 Statement of Assets and Liabilities - -------------------------------------------------------------------------------- (In thousands except shares and per share amounts) Assets Investments in securities, at value (cost $1,593,321) $ 1,590,237 Other assets 18,910 Total assets 1,609,147 Liabilities Total liabilities 12,899 NET ASSETS $ 1,596,248 -------------------- Net Assets Consist of: Undistributed net investment income (loss) $ (3,248) Undistributed net realized gain (loss) (7,917) Net unrealized gain (loss) (3,521) Paid-in-capital applicable to 335,005,925 shares of $0.01 par value capital stock outstanding; 1,000,000,000 shares authorized 1,610,934 NET ASSETS $ 1,596,248 -------------------- NET ASSET VALUE PER SHARE $ 4.76 -------------------- The accompanying notes are an integral part of these financial statements. T. Rowe Price Short-Term Bond Fund - -------------------------------------------------------------------------------- Certified Annual Report Statement of Operations - -------------------------------------------------------------------------------- ($ 000s) Year Ended 5/31/04 Investment Income (Loss) Income Interest $ 40,227 Dividend 1,795 Securities lending 7 Total income 42,029 Expenses Investment management 5,440 Shareholder servicing 2,262 Custody and accounting 202 Registration 150 Prospectus and shareholder reports 115 Legal and audit 18 Directors 8 Miscellaneous 8 Reductions/repayments pursuant to expense limitation Investment management fees (waived) repaid (1,016) Total expenses 7,187 Expenses paid indirectly (4) Net expenses 7,183 Net investment income (loss) 34,846 Realized and Unrealized Gain (Loss) Net realized gain (loss) Securities 2,362 Futures 1,599 Foreign currency transactions (1,164) Net realized gain (loss) 2,797 Change in net unrealized gain (loss) Securities (30,847) Futures (437) Other assets and liabilities denominated in foreign currencies 141 Change in net unrealized gain (loss) (31,143) Net realized and unrealized gain (loss) (28,346) INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS $ 6,500 -------------------- The accompanying notes are an integral part of these financial statements. T. Rowe Price Short-Term Bond Fund - -------------------------------------------------------------------------------- Certified Annual Report Statement of Changes in Net Assets - -------------------------------------------------------------------------------- ($ 000s) Year Ended 5/31/04 5/31/03 Increase (Decrease) in Net Assets Operations Net investment income (loss) $ 34,846 $ 33,839 Net realized gain (loss) 2,797 4,778 Change in net unrealized gain (loss) (31,143) 19,675 Increase (decrease) in net assets from operations 6,500 58,292 Distributions to shareholders Net investment income (36,742) (35,336) Capital share transactions * Shares sold 1,001,801 595,171 Distributions reinvested 33,156 31,620 Shares redeemed (460,734) (293,855) Increase (decrease) in net assets from capital share transactions 574,223 332,936 Net Assets Increase (decrease) during period 543,981 355,892 Beginning of period 1,052,267 696,375 End of period $ 1,596,248 $ 1,052,267 ------------------------------------ (Including undistributed net investment income (loss) of ($3,248) at 5/31/04 and ($3,010)at 5/31/03) *Share information Shares sold 207,635 124,265 Distributions reinvested 6,883 6,594 Shares redeemed (95,552) (61,320) Increase (decrease) in shares outstanding 118,966 69,539 The accompanying notes are an integral part of these financial statements. T. Rowe Price Short-Term Bond Fund - -------------------------------------------------------------------------------- Certified Annual Report May 31, 2004 Notes to Financial Statements NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES T. Rowe Price Short-Term Bond Fund, Inc. (the fund) is registered under the Investment Company Act of 1940 (the 1940 Act) as a diversified, open-end management investment company and commenced operations on March 2, 1984. The fund seeks a high level of income consistent with minimal fluctuation in principal value and liquidity. The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, which require the use of estimates made by fund management. Valuation The fund values its investments and computes its net asset value per share at the close of the New York Stock Exchange (NYSE), normally 4 p.m. ET, each day that the NYSE is open for business. Debt securities are generally traded in the over-the-counter market. Securities with original maturities of one year or more are valued at prices furnished by dealers who make markets in such securities or by an independent pricing service, which considers yield or price of bonds of comparable quality, coupon, maturity, and type, as well as prices quoted by dealers who make markets in such securities. Securities with original maturities of less than one year are stated at fair value, which is determined by using a matrix system that establishes a value for each security based on bid-side money market yields. Investments in mutual funds are valued at the mutual fund's closing net asset value per share on the day of valuation. Financial futures contracts are valued at closing settlement prices. Other investments and those for which the above valuation procedures are inappropriate or are deemed not to reflect fair value are stated at fair value as determined in good faith by the T. Rowe Price Valuation Committee, established by the fund's Board of Directors. Most foreign markets close before the close of trading on the NYSE. If the fund determines that developments between the close of a foreign market and the close of the NYSE will, in its judgment, materially affect the value of some or all of its portfolio securities, which in turn will affect the fund's share price, the fund will adjust the previous closing prices to reflect the fair value of the securities as of the close of the NYSE, as determined in good faith by the T. Rowe Price Valuation Committee, established by the fund's Board of Directors. A fund may also fair value securities in other situations, such as when a particular foreign market is closed but the fund is open. In deciding whether to make fair value adjustments, the fund reviews a variety of factors, including developments in foreign markets, the performance of U.S. securities markets, and the performance of instruments trading in U. S. markets that represent foreign securities and baskets of foreign securities. The fund uses outside pricing services to provide it with closing market prices and information used for adjusting those prices. The fund cannot predict how often it will use closing prices and how often it will adjust those prices. As a means of evaluating its fair value process, the fund routinely compares closing market prices, the next day's opening prices in the same markets, and adjusted prices. Currency Translation Assets, including investments, and liabilities denominated in foreign currencies are translated into U.S. dollar values each day at the prevailing exchange rate, using the mean of the bid and asked prices of such currencies against U.S. dollars as quoted by a major bank. Purchases and sales of securities, income, and expenses are translated into U.S. dollars at the prevailing exchange rate on the date of the transaction. The effect of changes in foreign currency exchange rates on realized and unrealized security gains and losses is reflected as a component of security gains and losses. Credits The fund earns credits on temporarily uninvested cash balances at the custodian that reduce the fund's custody charges. Custody expense in the accompanying financial statements is presented before reduction for credits, which are reflected as expenses paid indirectly. Investment Transactions, Investment Income, and Distributions Income and expenses are recorded on the accrual basis. Premiums and discounts on debt securities are amortized for financial reporting purposes. Dividends received from mutual fund investments are reflected as dividend income; capital gain distributions are reflected as realized gain/loss. Dividend income and capital gain distributions are recorded on the ex-dividend date. Investment transactions are accounted for on the trade date. Realized gains and losses are reported on the identified cost basis. Payments ("variation margin") made or received to settle the daily fluctuations in the value of futures contracts are recorded as unrealized gains or losses until the contracts are closed. Unrealized gains and losses on futures contracts are included in other assets and other liabilities, respectively, and in the change in net unrealized gain or loss in the accompanying financial statements. Distributions to shareholders are recorded on the ex-dividend date. Income distributions are declared on a daily basis and paid monthly. Capital gain distributions, if any, are declared and paid by the fund, typically on an annual basis. Other In the normal course of business, the fund enters into contracts that provide general indemnifications. The fund's maximum exposure under these arrangements is dependent on claims that may be made against the fund in the future and, therefore, cannot be estimated; however, based on experience, the risk of material loss from such claims is considered remote. NOTE 2 - INVESTMENT TRANSACTIONS Consistent with its investment objective, the fund engages in the following practices to manage exposure to certain risks or enhance performance. The investment objective, policies, program, and risk factors of the fund are described more fully in the fund's prospectus and Statement of Additional Information. Forward Currency Exchange Contracts During the year ended May 31, 2004, the fund was a party to forward currency exchange contracts under which it is obligated to exchange currencies at specified future dates and exchange rates. Risks arise from the possible inability of counterparties to meet the terms of their agreements and from movements in currency values. Futures Contracts During the year ended May 31, 2004, the fund was a party to futures contracts, which provide for the future sale by one party and purchase by another of a specified amount of a specific financial instrument at an agreed upon price, date, time, and place. Risks arise from possible illiquidity of the futures market and from movements in security values and/or interest rates. Securities Lending The fund lends its securities to approved brokers to earn additional income. It receives as collateral cash and U.S. government securities valued at 102% to 105% of the value of the securities on loan. Cash collateral is invested in a money market pooled account managed by the fund's lending agent in accordance with investment guidelines approved by fund management. Collateral is maintained over the life of the loan in an amount not less than the value of loaned securities, as determined at the close of fund business each day; any additional collateral required due to changes in security values is delivered to the fund the next business day. Although risk is mitigated by the collateral, the fund could experience a delay in recovering its securities and a possible loss of income or value if the borrower fails to return the securities. Securities lending revenue recognized by the fund consists of earnings on invested collateral and borrowing fees, net of any rebates to the borrower and compensation to the lending agent. At May 31, 2004, the value of loaned securities was $6,356,000; aggregate collateral consisted of $6,492,000 in a money market pooled account. Other Purchases and sales of portfolio securities, other than short-term and U.S. government securities, aggregated $810,971,000 and $358,701,000, respectively, for the year ended May 31, 2004. Purchases and sales of U.S. government securities aggregated $449,693,000 and $445,616,000, respectively, for the year ended May 31, 2004. NOTE 3 - FEDERAL INCOME TAXES No provision for federal income taxes is required since the fund intends to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and distribute to shareholders all of its taxable income and gains. Federal income tax regulations differ from generally accepted accounting principles; therefore, distributions determined in accordance with tax regulations may differ significantly in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. Distributions during the year ended May 31, 2004 totaled $36,742,000 and were characterized as ordinary income for tax purposes. At May 31, 2004, the tax-basis components of net assets were as follows: - -------------------------------------------------------------------------------- Unrealized appreciation $ 10,301,000 Unrealized depreciation (13,975,000) Net unrealized appreciation (depreciation) (3,674,000) Undistributed ordinary income (2,246,000) Capital loss carryforwards (8,766,000) Paid-in capital 1,610,934,000 Net assets $ 1,596,248,000 -------------------- The fund intends to retain realized gains to the extent of available capital loss carryforwards for federal income tax purposes. During the fiscal year ended May 31, 2004, the fund utilized $2,267,000 of capital loss carryforwards. As of May 31, 2004, the fund had $2,405,000 of capital loss carryforwards that expire in fiscal 2005, $1,276,000 that expire in fiscal 2007, and $5,085,000 that expire thereafter through fiscal 2009. For the year ended May 31, 2004, the fund recorded the following permanent reclassifications to reflect tax character. Reclassifications to paid-in capital relate primarily to expiring capital loss carryforwards. Results of operations and net assets were not affected by these reclassifications. - -------------------------------------------------------------------------------- Undistributed net investment income $ 1,658,000 Undistributed net realized gain 6,819,000 Paid-in capital (8,477,000) At May 31, 2004, the cost of investments for federal income tax purposes was $1,593,474,000. NOTE 4 - RELATED PARTY TRANSACTIONS The fund is managed by T. Rowe Price Associates, Inc. (the manager or Price Associates), a wholly owned subsidiary of T. Rowe Price Group, Inc. The investment management agreement between the fund and the manager provides for an annual investment management fee, which is computed daily and paid monthly. The fee consists of an individual fund fee, equal to 0.10% of the fund's average daily net assets, and the fund's pro-rata share of a group fee. The group fee is calculated based on the combined net assets of certain mutual funds sponsored by Price Associates (the group) applied to a graduated fee schedule, with rates ranging from 0.48% for the first $1 billion of assets to 0.295% for assets in excess of $120 billion. The fund's portion of the group fee is determined by the ratio of its average daily net assets to those of the group. At May 31, 2004, the effective annual group fee rate was 0.32%, and investment management fee payable totaled $486,000. The fund is also subject to a contractual expense limitation through September 30, 2004. During the limitation period, the manager is required to waive its management fee and reimburse the fund for any expenses, excluding interest, taxes, brokerage commissions, and extraordinary expenses, that would otherwise cause the fund's ratio of total expenses to average net assets (expense ratio) to exceed its expense limitation of 0.55%. Through September 30, 2006, the fund is required to repay the manager for expenses previously reimbursed and management fees waived to the extent its net assets have grown or expenses have declined sufficiently to allow repayment without causing the fund's expense ratio to exceed its expense limitation. Pursuant to this agreement, at May 31, 2004, management fees waived in the amount of $1,704,000 remain subject to repayment by the fund through September 30, 2006. In addition, the fund has entered into service agreements with Price Associates and two wholly owned subsidiaries of Price Associates (collectively, Price). Price Associates computes the daily share price and maintains the financial records of the fund. T. Rowe Price Services, Inc., provides shareholder and administrative services in its capacity as the fund's transfer and dividend disbursing agent. T. Rowe Price Retirement Plan Services, Inc., provides subaccounting and recordkeeping services for certain retirement accounts invested in the fund. Expenses incurred pursuant to these service agreements totaled $1,106,000 for the year ended May 31, 2004, of which $94,000 was payable at period-end. Additionally, the fund is one of several mutual funds in which certain college savings plans managed by Price Associates may invest. As approved by the fund's Board of Directors, shareholder servicing costs associated with each college savings plan are borne by the fund in proportion to the average daily value of its shares owned by the college savings plan. For the year ended May 31, 2004, the fund was charged $379,000 for shareholder servicing costs related to the college savings plans, of which $257,000 was for services provided by Price and $40,000 was payable at period-end. At May 31, 2004, approximately 7.7% of the outstanding shares of the fund were held by college savings plans. The fund is also one of several mutual funds sponsored by Price Associates (underlying Price funds) in which the T. Rowe Price Spectrum Funds (Spectrum Funds) and T. Rowe Price Retirement Funds (Retirement Funds) may invest. Neither the Spectrum Funds nor the Retirement Funds invest in the underlying Price funds for the purpose of exercising management or control. Pursuant to separate, special servicing agreements, expenses associated with the operation of the Spectrum and Retirement Funds are borne by each underlying Price fund to the extent of estimated savings to it and in proportion to the average daily value of its shares owned by the Spectrum and Retirement Funds, respectively. Expenses allocated under these agreements are reflected as shareholder servicing expenses in the accompanying financial statements. For the year ended May 31, 2004, the fund was allocated $268,000 of Spectrum Funds' expenses and $142,000 of Retirement Funds' expenses. Of these amounts, $252,000 related to services provided by Price and $57,000 was payable at period-end. At May 31, 2004, approximately 18.6% of the outstanding shares of the fund were held by the Spectrum Funds and 5.2% were held by the Retirement Funds. The fund may invest in the T. Rowe Price Reserve Investment Fund and the T. Rowe Price Government Reserve Investment Fund (collectively, the Reserve Funds), open-end management investment companies managed by Price Associates. The Reserve Funds are offered as cash management options to mutual funds, trusts, and other accounts managed by Price Associates and/or its affiliates, and are not available for direct purchase by members of the public. The Reserve Funds pay no investment management fees. During the year ended May 31, 2004, dividend income from the Reserve Funds totaled $1,795,000. T. Rowe Price Short-Term Bond Fund - -------------------------------------------------------------------------------- Certified Annual Report Report of Independent Registered Public Accounting Firm - -------------------------------------------------------------------------------- To the Board of Directors and Shareholders of T. Rowe Price Short-Term Bond Fund, Inc. In our opinion, the accompanying statement of assets and liabilities, including the portfolio of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of T. Rowe Price Short-Term Bond Fund (the "Fund") at May 31, 2004, the results of its operations, the changes in its net assets and the financial highlights for each of the fiscal periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States), which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at May 31, 2004 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP Baltimore, Maryland June 22, 2004 T. Rowe Price Short-Term Bond Fund - -------------------------------------------------------------------------------- Certified Annual Report Tax Information (Unaudited) for the Tax Year Ended 5/31/04 - -------------------------------------------------------------------------------- We are providing this information as required by the Internal Revenue Code. The amounts shown may differ from those elsewhere in this report because of differences between tax and financial reporting requirements. The fund's distributions to shareholders included $606,000 from short-term capital gains. Information on Proxy Voting - -------------------------------------------------------------------------------- A description of the policies and procedures that the T. Rowe Price Short-Term Bond Fund uses to determine how to vote proxies relating to portfolio securities is available, without charge, upon request by calling 1-800-225-5132. It also appears in the fund's Statement of Additional Information (Form 485B), which can be found on the SEC's Web site, www.sec.gov. T. Rowe Price Short-Term Bond Fund - -------------------------------------------------------------------------------- Certified Annual Report About the Fund's Directors and Officers Your fund is governed by a Board of Directors that meets regularly to review investments, performance, expenses, and other business matters, and is responsible for protecting the interests of shareholders. The majority of the fund's directors are independent of T. Rowe Price Associates, Inc. (T. Rowe Price); "inside" directors are officers of T. Rowe Price. The Board of Directors elects the fund's officers, who are listed in the final table. The business address of each director and officer is 100 East Pratt Street, Baltimore, MD 21202. The Statement of Additional Information includes additional information about the fund directors and is available without charge by calling a T. Rowe Price representative at 1-800-225-5132. Independent Directors Name Principal Occupation(s) During Past 5 Years (Year of Birth) and Directorships of Other Public Companies Year Elected * Anthony W. Deering Director, Chairman of the Board, and Chief Executive (1945) Officer, The Rouse Company, real estate developers; 1983 Director, Mercantile Bank (4/03 to present) Donald W. Dick, Jr. Principal, EuroCapital Advisors, LLC, an (1943) acquisition and management advisory firm 2001 David K. Fagin Director, Golden Star Resources Ltd., Canyon (1938) Resources Corp. (5/00 to present), and Pacific 2001 Rim Mining Corp. (2/02 to present); Chairman and President, Nye Corp. Karen N. Horn Managing Director and President, Global Private (1943) Client Services, Marsh Inc. (1999-2003); Managing 2003 Director and Head of International Private Banking, Bankers Trust (1996-1999); Director, Eli Lilly and Company and Georgia Pacific F. Pierce Linaweaver President, F. Pierce Linaweaver & Associates, Inc., (1934) consulting environmental and civil engineers 1983 John G. Schreiber Owner/President, Centaur Capital Partners, Inc., a real (1946) estate investment company; Partner, Blackstone Real 1992 Estate Advisors, L.P.; Director, AMLI Residential Properties Trust and The Rouse Company, real estate developers * Each independent director oversees 111 T. Rowe Price portfolios and serves until retirement, resignation, or election of a successor. Inside Directors Name Principal Occupation(s) During Past 5 Years and (Year of Birth) Directorships of Other Public Companies Year Elected * [Number of T. Rowe Price Portfolios Overseen] Mary J. Miller, CFA Vice President, T. Rowe Price and (1955) T. Rowe Price Group, Inc. 2004 [37] James S. Riepe Director and Vice President, T. Rowe Price; Vice (1943) Chairman of the Board, Director, and Vice President, 1983 T. Rowe Price Group, Inc.; Chairman of the Board and [111] Director, T. Rowe Price Global Asset Management Limited, T. Rowe Price Global Investment Services Limited, T. Rowe Price Investment Services, Inc., T. Rowe Price Retirement Plan Services, Inc., and T. Rowe Price Services, Inc.; Chairman of the Board, Director, President, and Trust Officer, T. Rowe Price Trust Company; Director, T. Rowe Price International, Inc.; Director, The Nasdaq Stock Market, Inc. * Each inside director serves until retirement, resignation, or election of a successor. Officers Name (Year of Birth) Principal Occupation(s) Title and Fund(s) Served Connice A. Bavely, CFA (1951) Vice President, T. Rowe Price and Vice President, Short-Term Bond Fund T. Rowe Price Group, Inc. Stephen V. Booth, CPA (1961) Vice President, T. Rowe Price, T. Rowe Vice President, Short-Term Bond Fund Price Group, Inc., and T. Rowe Price Trust Company Steven G. Brooks, CFA (1954) Vice President, T. Rowe Price and Vice President, Short-Term Bond Fund T. Rowe Price Group, Inc. Jennifer A. Callaghan (1969) Assistant Vice President, T. Rowe Price Vice President, Short-Term Bond Fund Joseph A. Carrier (1960) Vice President, T. Rowe Price, T. Rowe Treasurer, Short-Term Bond Fund Price Group, Inc., T. Rowe Price Investment Services, Inc., and T. Rowe Price Trust Company Patrick S. Cassidy, CFA (1964) Vice President, T. Rowe Price and Vice President, Short-Term Bond Fund T. Rowe Price Group, Inc. Unless otherwise noted, officers have been employees of T. Rowe Price or T. Rowe Price International for at least five years. Officers (continued) Name (Year of Birth) Principal Occupation(s) Title and Fund(s) Served Roger L. Fiery III, CPA (1959) Vice President, T. Rowe Price, T. Rowe Vice President, Short-Term Bond Fund Price Group, Inc., T. Rowe Price International Inc., and T. Rowe Price Trust Company Gregory S. Golczewski (1966) Vice President, T. Rowe Price and Vice President, Short-Term Bond Fund T. Rowe Price Trust Company Charles B. Hill, CFA (1961) Vice President, T. Rowe Price and Vice President, Short-Term Bond Fund T. Rowe Price Group, Inc. Henry H. Hopkins (1942) Director and Vice President, T. Rowe Vice President, Short-Term Bond Fund Price Investment Services, Inc., T. Rowe Price Services, Inc., and T. Rowe Price Trust Company; Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price International, Inc., and T. Rowe Price Retirement Plan Services, Inc. Patricia B. Lippert (1953) Assistant Vice President, T. Rowe Secretary, Short-Term Bond Fund Price and T. Rowe Price Investment Services, Inc. Cheryl A. Mickel, CFA (1967) Vice President, T. Rowe Price Vice President, Short-Term Bond Fund and T. Rowe Price Group, Inc. Vernon A. Reid, Jr. (1954) Vice President, T. Rowe Price Vice President, Short-Term Bond Fund and T. Rowe Price Group, Inc. Robert M. Rubino, CPA (1953) Vice President, T. Rowe Price and Vice President, Short-Term Bond Fund T. Rowe Price Group, Inc. Edward A. Wiese, CFA (1959) Vice President, T. Rowe Price, T. Rowe President, Short-Term Bond Fund Price Group, Inc., and T. Rowe Price Trust Company; Chief Investment Officer, Director, and Vice President, T. Rowe Price Savings Bank Unless otherwise noted, officers have been employees of T. Rowe Price or T. Rowe Price International for at least five years. Item 2. Code of Ethics. As of the end of the period covered by this report, the registrant has adopted a code of ethics, as defined in Item 2 of Form N-CSR, applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of this code of ethics is filed as an exhibit to this Form N-CSR. No substantive amendments were approved or waivers were granted to this code of ethics during the period covered by this report. Item 3. Audit Committee Financial Expert. The registrant's Board of Directors/Trustees has determined that Mr. David K. Fagin qualifies as an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mr. Fagin is considered independent for purposes of Item 3 of Form N-CSR. Item 4. Principal Accountant Fees and Services. (a) - (d) Aggregate fees billed to the registrant for the last two fiscal years for professional services rendered by the registrant's principal accountant were as follows: 2004 2003 Audit Fees $9,296 9,076 Audit-Related Fees 847 -- Tax Fees 2,569 2,444 All Other Fees 124 -- Audit fees include amounts related to the audit of the registrant's annual financial statements and services normally provided by the accountant in connection with statutory and regulatory filings. Audit-related fees include amounts reasonably related to the performance of the audit of the registrant's financial statements, specifically the issuance of a report on internal controls. Tax fees include amounts related to tax compliance, tax planning, and tax advice. Other fees include the registrant's pro-rata share of amounts for agreed-upon procedures in conjunction with service contract approvals by the registrant's Board of Directors/Trustees. (e)(1) The registrant's audit committee has adopted a policy whereby audit and non-audit services performed by the registrant's principal accountant for the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant require pre-approval in advance at regularly scheduled audit committee meetings. If such a service is required between regularly scheduled audit committee meetings, pre-approval may be authorized by one audit committee member with ratification at the next scheduled audit committee meeting. Waiver of pre-approval for audit or non-audit services requiring fees of a de minimis amount is not permitted. (2) No services included in (b) - (d) above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. (f) Less than 50 percent of the hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant's full-time, permanent employees. (g) The aggregate fees billed for the most recent fiscal year and the preceding fiscal year by the registrant's principal accountant for non-audit services rendered to the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant were $819,000 and $671,000 respectively, and were less than the aggregate fees billed for those same periods by the registrant's principal accountant for audit services rendered to the T. Rowe Price Funds. (h) All non-audit services rendered in (g) above were pre-approved by the registrant's audit committee. Accordingly, these services were considered by the registrant's audit committee in maintaining the principal accountant's independence. Item 5. Audit Committee of Listed Registrants. Not applicable. Item 6. Schedule of Investments. Not applicable. The complete schedule of investments is included in Item 1 of this Form N-CSR. Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. Not applicable. Item 8. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. Not applicable. Item 9. Submission of Matters to a Vote of Security Holders. Not applicable. Item 10. Controls and Procedures. (a) The registrant's principal executive officer and principal financial officer have evaluated the registrant's disclosure controls and procedures within 90 days of this filing and have concluded that the registrant's disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized, and reported timely. (b) The registrant's principal executive officer and principal financial officer are aware of no changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. Item 11. Exhibits. (a)(1) The registrant's code of ethics pursuant to Item 2 of Form N-CSR is attached. (2) Separate certifications by the registrant's principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(a) under the Investment Company Act of 1940, are attached. (3) Written solicitation to repurchase securities issued by closed-end companies: not applicable. (b) A certification by the registrant's principal executive officer and principal financial officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(b) under the Investment Company Act of 1940, is attached. 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. T. Rowe Price Short-Term Bond Fund, Inc. By /s/ James S. Riepe James S. Riepe Principal Executive Officer Date July 16, 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 S. Riepe James S. Riepe Principal Executive Officer Date July 16, 2004 By /s/ Joseph A. Carrier Joseph A. Carrier Principal Financial Officer Date July 16, 2004