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: 811-4318 The American Funds Income Series (Exact Name of Registrant as specified in charter) 333 South Hope Street Los Angeles, California 90071 (Address of principal executive offices) Registrant's telephone number, including area code: (213) 486-9200 Date of fiscal year end: August 31, 2005 Date of reporting period: February 28, 2005 Julie F. Williams Capital Research and Management Company 333 South Hope Street Los Angeles, California 90071 (name and address of agent for service) Copies to: 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) U.S. GOVERNMENT SECURITIES FUND [cover photo: close-up of architectural columns] Semi-annual report for the six months ended February 28, 2005 U.S. Government Securities Fund(SM) seeks high current income, consistent with prudent investment risk and preservation of capital, by investing primarily in obligations backed by the full faith and credit of the United States government. 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. 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. 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. 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 3.75%) 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 March 31, 2005 (the most recent calendar quarter): 1 year 5 years 10 years Class A shares Reflecting 3.75% maximum sales charge -3.13% +5.02% +5.55% Results for other share classes can be found on page 24. Please see the inside back cover for important information about other share classes. The fund's investment adviser is waiving a portion of its management fees. Results shown reflect the waiver. Please see the Financial Highlights table on page 18 for details. The fund's 30-day yield for Class A shares as of March 31, 2005, calculated in accordance with the Securities and Exchange Commission formula, was 3.22%, which reflects a fee waiver (3.21% without the fee waiver). The fund's distribution rate for Class A shares as of that date was 3.08% (3.07% without the fee waiver). Both reflect the 3.75% maximum sales charge. The SEC yield reflects the rate at which the fund is earning income on its current portfolio of securities while the distribution rate reflects the fund's past dividends paid to shareholders. Accordingly, the fund's SEC yield and distribution rate may differ. The return of principal in bond funds is not guaranteed. Bond funds have the same interest rate, inflation and credit risks that are associated with the underlying bonds owned by the fund. [photo: close-up of architectural columns] FELLOW SHAREHOLDERS: The first half of the current fiscal year ended with lower prices for most government securities. This downturn pared returns for U.S. Government Securities Fund and its benchmarks for the period. For the six months ended February 28, 2005, U.S. Government Securities Fund produced a total return of 0.6%. This compared to a 0.9% average return for its Lipper peer group, while the unmanaged Citigroup Treasury/Government-Sponsored/Mortgage Index recorded a 1.1% return. The index serves as a proxy for the universe of bonds in which the fund invests, and its returns do not reflect the effects of sales charges, expenses or commissions. Shareholders who reinvested monthly dividends totaling 21.7 cents a share during this period earned an income return of 1.6% (3.2% annualized). At the same time, the value of the fund's share price declined less than 1.0%. GOVERNMENT BOND MARKET OVERVIEW Higher interest rates have been a major market concern for some time now. Just two months before the September 1 start of the fund's fiscal year, the Federal Reserve Board began to raise its key short-term lending rate. Their intent has been to restore monetary conditions, which had been highly accommodative, to a more neutral position. Since June 30, 2004, the Fed has raised this benchmark rate seven times, a quarter-point each, bringing it to 2.75% from 1.0%. Further increases are anticipated. [Begin Sidebar] Results at a glance (For periods ended February 28, 2005, with all distributions reinvested) Lifetime 1 year 5 years 10 years (since 10/17/85) Average annual total return -- +6.2% +6.0% +7.1% Cumulative total return +1.6% +35.2 +79.8 +275.4 [End Sidebar] Yields on bonds of all maturities typically begin to rise as the Fed starts raising rates. That did not happen this time, however. Yields on short-term government debt rose in step with the Fed's measured increases, but long- and intermediate-term bonds were much less affected. In fact, the 30-year Treasury yield was lower by the end of the period. Consequently, long-term bonds posted better returns than did short-term debt. The chart below depicts the Treasury yield curve at the beginning and end of the fiscal period. The yield curve is a snapshot of bond yields representing short through long Treasury maturities. As illustrated in the chart, short-term yields rose significantly more than long-term yields, creating a flatter curve by the end of the period. HOW THE FUND RESPONDED During periods of rising interest rates, U.S. Government Securities Fund typically pursues a defensive investment strategy in order to safeguard shareholder principal. This involves reducing holdings that are particularly sensitive to rising rates and adding securities that have greater price resilience. One aspect of this strategy calls for shortening the maturity structure of the fund's portfolio. Bonds with short maturities generally retain more of their value during rising rate cycles than do longer term bonds. Unfortunately, long-term rates proved more resistant than in previous rate-tightening cycles. This benefited the fund's index and its peers who had more exposure to long-term debt. That benefit quickly faded, however, in the early weeks of the fiscal second half when long rates finally began to move higher. [Begin Sidebar] TREASURY YIELD CURVES 9/01/04 2/28/05 Bond maturities 6 Month 1.780 2.972 2 Year 2.423 3.571 3 Year 2.750 3.729 5 Year 3.334 3.972 10 Year 4.142 4.341 30 Year 4.942 4.698 Source: Bloomberg [End Sidebar] During the year, your fund's counselors also trimmed the fund's exposure to mortgage-backed obligations. These securities have delivered attractive returns while long-term rates were steady or declining, but as these rates begin to rise, mortgage-backed obligations become less appealing. Higher rates tend to diminish the prepayments on these bonds, which has the effect of extending their expected maturities. One year ago, mortgage-backed obligations stood at 39% of fund assets; they have since been reduced to 29%. Conversely, the fund has steadily increased its exposure to U.S. Treasuries and direct obligations of federal agencies, which now stand at 53% and 14% of assets, respectively. LOOKING AHEAD Through the balance of this fiscal year, the Federal Reserve is expected to continue raising short-term rates. What effect this will have on bonds with longer maturities remains uncertain. Economic factors, such as rising commodity prices, consumer inflation, employment trends and the pace of domestic growth, are likely to influence long-term rate movements. U.S. Government Securities Fund nonetheless remains an attractive option for investors seeking to limit their exposure to risk. While the fund is subject to interest rate risks - as all bonds are - the fund's holdings have virtually no credit risk. Moreover, the fund's portfolio counselors have moved aggressively to limit the negative effects of higher rates and will continue to take appropriate measures to help safeguard shareholder principal. For nearly 20 years, this combination of active management and high-quality bonds has provided attractive long-term results for patient shareholders, as noted in the table on page 1. In our next report, we'll take a look at the fund's first two decades and examine how the fund has fared in a variety of market conditions. We look forward to reporting to you then. Cordially, /s/ Paul G. Haaga, Jr. /s/ John H. Smet Paul G. Haaga, Jr. John H. Smet Chairman of the Board President April 13, 2005 For current information about the fund, visit americanfunds.com. SUMMARY INVESTMENT PORTFOLIO, February 28, 2005 unaudited The following summary investment portfolio is designed to streamline the report and help investors better focus on a fund's principal holdings. For details on how to obtain a complete schedule of portfolio holdings, please see the inside back cover. [begin pie chart] INVESTMENT MIX BY SECURITY TYPE U.S. Treasury bonds & notes 53.2% Mortgage-backed obligations 28.9% Federal agency bonds & notes 13.8% Short-term securities and other assets less liabilities 4.1% [end pie chart] QUALITY BREAKDOWN as of February 28, 2005 Percent of net assets U.S. government obligations(*) 70.8% Federal agencies 25.1 Short-term securities and other assets less liabilities 4.1 (*) These securities are guaranteed by the full faith and credit of the United States government. Principal Market Percent amount value of net Bonds & notes - 95.91% (000) (000) assets U.S. TREASURY BONDS & notes - 53.26% 1.625% 2005 $ 37,000 $ 36,653 5.75% 2005 50,000 50,910 3.50% 2006 36,250 36,236 4.625% 2006 (1) 45,600 46,280 5.625% 2006 29,525 30,198 6.875% 2006 107,650 112,091 7.00% 2006 43,750 45,828 3.25% 2007 108,485 107,434 4.375% 2007 34,925 35,476 6.25% 2007 44,500 46,753 6.625% 2007 17,495 18,603 3.375% 2008 14,750 14,503 3.625% 2008 (2) 73,783 79,628 3.625% 2009 28,000 27,637 3.875% 2009 (2) 13,926 15,449 5.75% 2010 45,535 49,299 4.375% 2012 17,355 17,534 3.875% 2013 50,485 49,168 4.25% 2014 17,000 16,843 9.25% 2016 26,380 37,295 8.125% 2019 27,775 37,843 8.875% 2019 20,100 28,815 7.875% 2021 10,655 14,406 6.875% 2025 22,000 27,950 6.50% 2026 49,750 61,138 3.875% 2029 (2) 11,068 15,200 5.25% 2029 83,850 89,431 5.375% 2031 15,500 17,045 0%-12.00% 2005-2032 (1) (2) 94,716 103,145 Principal Strip 0% 2019 32,790 16,829 53.26% 1,285,620 53.26 MORTGAGE-BACKED OBLIGATIONS (3) - 28.88% Government National Mortgage Association: 6.00% 2033 18,492 19,117 6.00% 2033 14,448 14,936 6.00% 2034 15,387 15,907 4.50% 2035 (4) 16,104 16,105 5.00% 2035 (4) 52,228 52,659 5.00% 2035 29,585 29,428 3.624%-10.00% 2009-2035 (4) 199,724 207,503 14.73 Fannie Mae: 5.50% 2018 19,057 19,561 4.20% 2033 (4) 17,814 17,804 6.00% 2033 40,562 41,656 6.00% 2034 24,803 25,471 3.063%-12.00% 2006-2042 (4) 106,861 111,370 Series 1997-M6, Class ZA, 6.85% 2026 16,691 17,897 9.68 Freddie Mac: 6.00% 2033 29,315 30,138 6.00% 2034 34,266 35,227 1.876%-12.004% 2006-2036 (4) 41,079 42,000 4.45 Other securities 414 .02 697,193 28.88 FEDERAL AGENCY BONDS & notes - 13.77% Freddie Mac: 1.875% 2006 15,000 14,778 5.75% 2009 60,000 63,609 6.625% 2009 25,000 27,450 5.00% 2014 26,000 26,692 5.125%-7.00% 2005-2008 17,500 17,964 6.23 FEDERAL HOME LOAN BANK: 3.75% 2007 24,280 24,157 2.50%-5.823% 2006-2012 45,350 45,874 2.90 SMALL BUSINESS ADMINISTRATION 4.75%-6.625% 2021-2023 (3) 49,540 51,322 2.13 FANNIE MAE: 6.625% 2009 15,900 17,454 4.25%-7.25% 2005-2030 23,575 25,660 1.79 Other securities 17,397 .72 332,357 13.77 Total bonds & notes (cost: $2,305,361,000) 2,315,170 95.91 Principal Market Percent amount value of net Short-term securities - 5.56% (000) (000) assets U.S. Treasury Bills 2.111%-2.357% due 3/10-3/17/2005 90,900 90,813 3.76 Federal Home Loan Bank 2.51% due 3/1/2005 43,500 43,497 1.80 TOTAL SHORT-TERM SECURITIES (cost: $134,305,000) 134,310 5.56 TOTAL INVESTMENT SECURITIES (cost: $2,439,666,000) 2,449,480 101.47 Other assets less liabilities (35,445) (1.47) NET ASSETS $2,414,035 100.00% "Other securities" includes all issues that are not required to be disclosed in the summary investment portfolio. 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) This security, or a portion of this security, has been segregated to cover funding requirements on investment transactions settling in the future. (2) Index-linked bond whose principal amount moves with a government retail price index. (3) Pass-through securities backed by a pool of mortgages or other loans on which principal payments are periodically made. Therefore, the effective maturities are shorter than the stated maturities. (4) Coupon rate may change periodically. See Notes to Financial Statements FINANCIAL STATEMENTS STATEMENT OF ASSETS AND LIABILITIES unaudited at February 28, 2005 (dollars and shares in thousands, except per-share amounts) ASSETS: Investment securities at market (cost: $2,439,666) $2,449,480 Cash 145 Receivables for: Sales of investments $12,510 Sales of fund's shares 3,961 Interest 17,497 33,968 2,483,593 LIABILITIES: Payables for: Purchases of investments 58,612 Repurchases of fund's shares 5,644 Dividends on fund's shares 2,583 Investment advisory services 528 Services provided by affiliates 2,061 Deferred Trustees' compensation 117 Other fees and expenses 13 69,558 NET ASSETS AT FEBRUARY 28, 2005 $2,414,035 NET ASSETS CONSIST OF: Capital paid in on shares of beneficial interest $2,431,219 Distributions in excess of net investment income (1,988) Accumulated net realized loss (25,010) Net unrealized appreciation 9,814 NET ASSETS AT FEBRUARY 28, 2005 $2,414,035 SHARES OF BENEFICIAL INTEREST ISSUED AND OUTSTANDING - UNLIMITED SHARES AUTHORIZED, 177,430 TOTAL SHARES OUTSTANDING Net assets Shares outstanding Net asset value per share(1) Class A $1,788,833 131,478 $13.61 Class B 206,835 15,202 13.61 Class C 117,871 8,664 13.61 Class F 44,920 3,302 13.61 Class 529-A 34,801 2,558 13.61 Class 529-B 13,365 982 13.61 Class 529-C 21,950 1,613 13.61 Class 529-E 2,833 208 13.61 Class 529-F 1,199 88 13.61 Class R-1 2,560 188 13.61 Class R-2 76,061 5,591 13.61 Class R-3 84,853 6,237 13.61 Class R-4 10,903 801 13.61 Class R-5 7,051 518 13.61 (1) Maximum offering price and redemption price per share were equal to the net asset value per share for all share classes, except for classes A and 529-A, for which the maximum offering prices per share were $14.14 for each. STATEMENT OF OPERATIONS for the six months ended February 28, 2005 INVESTMENT INCOME: unaudited Income: (dollars in thousands) Interest $46,220 FEES AND EXPENSES: Investment advisory services $3,568 Distribution services 4,802 Transfer agent services 1,684 Administrative services 745 Reports to shareholders 128 Registration statement and prospectus 84 Postage, stationery and supplies 226 Trustees' compensation 36 Auditing and legal 19 Custodian 9 Total expenses before reimbursement/waiver 11,301 Reimbursement/waiver of expenses 379 10,922 Net investment income 35,298 NET REALIZED GAIN AND UNREALIZED DEPRECIATION ON INVESTMENTS: Net realized gain on investments 14,217 Net unrealized depreciation on investments (36,888) Net realized gain and unrealized depreciation on investments (22,671) NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $12,627 STATEMENT OF CHANGES IN NET ASSETS (dollars in thousands) Six months ended Year ended February 28, August 31, 2005(*) 2004 OPERATIONS: Net investment income $35,298 $79,515 Net realized gain on investments 14,217 10,131 Net unrealized (depreciation) appreciation on investments (36,888) 26,177 Net increase in net assets resulting from operations 12,627 115,823 DIVIDENDS PAID OR ACCRUED TO SHAREHOLDERS FROM NET INVESTMENT INCOME (37,221) (84,098) CAPITAL SHARE TRANSACTIONS (66,115) (560,790) TOTAL DECREASE IN NET ASSETS (90,709) (529,065) NET ASSETS: Beginning of period 2,504,744 3,033,809 End of period (including distributions in excess of net investment income: $(1,988) and $(65), respectively) $2,414,035 $2,504,744 (*)Unaudited See Notes to Financial Statements NOTES TO FINANCIAL STATEMENTS unaudited 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION - The American Funds Income Series (the "trust") is registered under the Investment Company Act of 1940 as an open-end, diversified management investment company and has initially issued one series of shares, U.S. Government Securities Fund (the "fund"). The fund seeks high current income, consistent with prudent investment risk and preservation of capital, by investing primarily in obligations backed by the full faith and credit of the United States government. 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 3.75% None (except 1% for None certain redemptions within one year of purchase without an initial sales charge) Classes B and 529-B None Declines from 5% to zero Classes B and 529-B for redemptions within convert to classes A six years of purchase and 529-A, 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 Holders of all share classes have equal pro rata rights to assets, dividends and liquidation proceeds. 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. CollegeAmerica is a registered trademark of the Virginia College Savings Plan. (SM) 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 -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 bid prices, if asked prices are not available) or at prices for securities of comparable maturity, quality and type. Short-term securities purchased within 60 days to maturity are valued at amortized cost, which approximates market value. The value of short-term securities purchased with greater than 60 days to maturity with 60 days or less remaining to maturity is determined based on the market value on the 61st day. 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 under procedures adopted by authority of the fund's Board of Trustees. Various factors may be reviewed in order to make a good faith determination of a security's fair value. These factors include, but are not limited to, the type and cost of the security; contractual or legal restrictions on resale of the security; relevant financial or business developments of the issuer; actively traded similar or related securities; conversion or exchange rights on the security; related corporate actions; significant events occurring after the close of trading in the security; and changes in overall market conditions. SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME - Security transactions are recorded by the fund as of the date the trades are executed with brokers. Realized gains and losses from security transactions are determined based on the specific identified cost of the securities. In the event a security is purchased with a delayed payment date, the fund will segregate liquid assets sufficient to meet its payment obligations. 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) are allocated daily among the various share classes based on the relative value of their settled shares. Realized and unrealized gains and losses are allocated daily among the various share classes based on their relative net assets. Class-specific fees and expenses, such as distribution, administrative and shareholder services, are charged directly to the respective share class. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS - Dividends paid to shareholders are declared daily after the determination of the fund's net investment income and are paid to shareholders monthly. Distributions paid to shareholders are recorded on the ex-dividend date. MORTGAGE DOLLAR ROLLS - The fund may enter into mortgage dollar roll transactions in which the fund sells a mortgage-backed security to a counterparty and simultaneously enters into an agreement with the same counterparty to buy back a similar security on a specific future date at a predetermined price. Each mortgage dollar roll is treated as a financing transaction, therefore, any gain or loss is considered unrealized until the roll reaches completion. Risks may arise due to the delayed payment date and the potential inability of counterparties to complete the transaction. Income is generated as consideration for entering into these transactions and is included in interest income in the accompanying financial statements. 2. 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 short-term capital gains and losses; deferred expenses; cost of investments sold; paydowns on investments; and net capital losses. The fiscal year in which amounts are distributed may differ from the year in which the net investment income and net realized gains are recorded by the fund. As of February 28, 2005, the cost of investment securities for federal income tax purposes was $2,439,888,000. As of February 28, 2005, the components of distributable earnings on a tax basis were as follows (dollars in thousands): Undistributed net investment income $2,572 Accumulated short-term capital losses (30,044) Undistributed long-term capital gains 3,396 Gross unrealized appreciation on investment securities 26,073 Net unrealized appreciation on investment securities 9,592 Accumulated short-term capital losses on the previous page include capital loss carryforwards of $20,590,000, $4,377,000, $5,664,000 and $8,375,000 expiring in 2005, 2006, 2008 and 2009, respectively. The capital loss carryforwards will be used to offset any capital gains realized by the fund in the current year or in subsequent years through the expiration dates. The fund will not make distributions from capital gains while capital loss carryforwards remain. During the six months ended February 28, 2005, the fund realized, on a tax basis, a net capital gain of $12,358,000. Ordinary income distributions paid or accrued to shareholders were as follows (dollars in thousands): Share class Six months ended February 28, 2005 Year ended August 31, 2004 Class A $ 29,180 $ 67,777 Class B 2,648 6,272 Class C 1,449 3,482 Class F 626 937 Class 529-A 533 1,028 Class 529-B 153 331 Class 529-C 252 505 Class 529-E 38 68 Class 529-F 17 29 Class R-1 28 40 Class R-2 889 1,404 Class R-3 1,131 1,784 Class R-4 148 209 Class R-5 129 232 Total $ 37,221 $ 84,098 3. FEES AND TRANSACTIONS WITH RELATED PARTIES Capital Research and Management Company ("CRMC"), the fund's investment adviser, is the parent company of American Funds Service Company ("AFS"), the fund's transfer agent, and American Funds Distributors, Inc. ("AFD"), the principal underwriter of the fund's shares. INVESTMENT ADVISORY SERVICES - The Investment Advisory and Service Agreement with CRMC provides for monthly fees accrued daily. These fees are based on a declining series of annual rates beginning with 0.30% on the first $60 million of daily net assets and decreasing to 0.15% on such assets in excess of $3 billion. The agreement also provides for monthly fees, accrued daily, based on a declining series of annual rates beginning with 3.00% on the first $3,333,333 of the fund's monthly gross income and decreasing to 2.00% on such income in excess of $8,333,333. During the six months ended February 28, 2005, CRMC reduced investment advisory services fees by $178,000. As a result, the fee shown on the accompanying financial statements of $3,568,000, which was equivalent to an annualized rate of 0.292%, was reduced to $3,390,000, or 0.277% 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 Trustees 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 0.30% to 1.00% as noted below. In some cases, the Board of Trustees 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 Trustees 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 0.30% is not exceeded. As of February 28, 2005, there were no unreimbursed expenses subject to reimbursement for classes A or 529-A. Share class Currently approved limits Plan limits Class A 0.30% 0.30% Class 529-A 0.30 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 on the following page. 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 six months ended February 28, 2005, CRMC agreed to pay a portion of these fees for classes R-1, R-2 and R-3. For the six months ended February 28, 2005, the total fees paid by CRMC were $2,000, $158,000 and $41,000 for Class R-1, Class R-2 and Class R-3, respectively. Administrative services fees are presented gross of any payments made by CRMC. 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. Expenses under the agreements described above for the six months ended February 28, 2005, 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 $2,383 $1,532 Not applicable Not applicable Not applicable Class B 1,066 152 Not applicable Not applicable Not applicable Class C 598 Included $90 $31 Not applicable in administrative services Class F 50 Included 30 9 Not applicable in administrative services Class 529-A 31 Included 25 6 $17 in administrative services Class 529-B 66 Included 10 4 7 in administrative services Class 529-C 109 Included 16 6 11 in administrative services Class 529-E 7 Included 2 1 1 in administrative services Class 529-F 1 Included 1 -(*) -(*) in administrative services Class R-1 12 Included 2 2 Not applicable in administrative services Class R-2 269 Included 54 254 Not applicable in administrative services Class R-3 198 Included 59 95 Not applicable in administrative services Class R-4 12 Included 7 1 Not applicable in administrative services Class R-5 Not applicable Included 4 -(*) Not applicable in administrative services Total $4,802 $1,684 $300 $409 $36 (*) Amount less than one thousand. DEFERRED TRUSTEES' COMPENSATION - Since the adoption of the deferred compensation plan in 1993, Trustees 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. Trustees' compensation of $36,000, shown on the accompanying financial statements, includes $24,000 in current fees (either paid in cash or deferred) and a net increase of $12,000 in the value of the deferred amounts. AFFILIATED OFFICERS AND TRUSTEES - Officers and certain Trustees of the fund are or may be considered to be affiliated with CRMC, AFS and AFD. No affiliated officers or Trustees received any compensation directly from the fund. 4. CAPITAL SHARE TRANSACTIONS Capital share transactions in the fund were as follows (dollars and shares in thousands): Reinvestments of dividends and Share class Sales(1) distributions Amount Shares Amount Shares Six months ended February 28, 2005 Class A $165,161 12,047 $ 25,518 1,860 Class B 12,005 875 2,350 171 Class C 15,700 1,145 1,268 93 Class F 20,158 1,468 482 35 Class 529-A 4,076 298 522 38 Class 529-B 1,118 81 150 11 Class 529-C 2,889 210 246 18 Class 529-E 563 41 37 3 Class 529-F 215 16 17 1 Class R-1 684 50 27 2 Class R-2 18,296 1,335 862 63 Class R-3 21,453 1,566 1,097 80 Class R-4 3,625 265 143 10 Class R-5 2,818 205 105 8 Total net increase (decrease) $268,761 19,602 $ 32,824 2,393 Year ended August 31, 2004 Class A $421,261 30,787 $ 59,101 4,322 Class B 37,807 2,763 5,601 410 Class C 39,279 2,870 3,031 222 Class F 24,351 1,776 705 52 Class 529-A 10,260 751 1,015 74 Class 529-B 2,832 207 325 24 Class 529-C 6,693 489 497 36 Class 529-E 940 68 67 5 Class 529-F 518 38 28 2 Class R-1 1,603 117 39 3 Class R-2 44,806 3,274 1,367 100 Class R-3 40,344 2,949 1,747 128 Class R-4 5,418 396 205 15 Class R-5 3,945 286 155 11 Total net increase (decrease) $640,057 46,771 $ 73,883 5,404 Share class Repurchases(1) Net (decrease) increase Amount Shares Amount Shares Six months ended February 28, 2005 Class A $ (283,247) (20,667) $ (92,568) (6,760) Class B (26,171) (1,909) (11,816) (863) Class C (20,199) (1,474) (3,231) (236) Class F (7,779) (567) 12,861 936 Class 529-A (2,885) (211) 1,713 125 Class 529-B (1,152) (84) 116 8 Class 529-C (2,316) (169) 819 59 Class 529-E (219) (16) 381 28 Class 529-F (92) (7) 140 10 Class R-1 (310) (23) 401 29 Class R-2 (9,949) (726) 9,209 672 Class R-3 (9,357) (683) 13,193 963 Class R-4 (933) (68) 2,835 207 Class R-5 (3,091) (225) (168) (12) Total net increase (decrease) $ (367,700) (26,829) $ (66,115) (4,834) Year ended August 31, 2004 Class A $ (978,736) (71,566) $ (498,374) (36,457) Class B (116,635) (8,526) (73,227) (5,353) Class C (91,990) (6,728) (49,680) (3,636) Class F (15,994) (1,171) 9,062 657 Class 529-A (8,764) (641) 2,511 184 Class 529-B (4,395) (320) (1,238) (89) Class 529-C (6,225) (455) 965 70 Class 529-E (574) (42) 433 31 Class 529-F (234) (17) 312 23 Class R-1 (629) (46) 1,013 74 Class R-2 (22,637) (1,654) 23,536 1,720 Class R-3 (19,956) (1,460) 22,135 1,617 Class R-4 (2,454) (180) 3,169 231 Class R-5 (5,507) (402) (1,407) (105) Total net increase (decrease) $ (1,274,730) (93,208) $ (560,790) (41,033) (1) Includes exchanges between share classes of the fund. 5. INVESTMENT TRANSACTIONS AND OTHER DISCLOSURES The fund made purchases and sales of investment securities, excluding short-term securities, of $1,075,342,000 and $1,107,607,000, respectively, during the six months ended February 28, 2005. The fund receives a reduction in its custodian fee equal to the amount of interest calculated on certain cash balances held at the custodian bank. For the six months ended February 28, 2005, the custodian fee of $9,000, shown on the accompanying financial statements, was offset by this reduction, rather than paid in cash. FINANCIAL HIGHLIGHTS(1) Income from investment operations(2) Net Net asset (losses) gains value, Net on securities Total from beginning investment (both realized investment of period income and unrealized) operations Class A: Six months ended 2/28/2005(5) $13.74 $.21 $(.12) $.09 Year ended 8/31/2004 13.59 .43 .17 .60 Year ended 8/31/2003 13.73 .42 (.10) .32 Year ended 8/31/2002 13.34 .57 .41 .98 Year ended 8/31/2001 12.76 .70 .63 1.33 Year ended 8/31/2000 12.63 .77 .09 .86 Class B: Six months ended 2/28/2005(5) 13.74 .16 (.12) .04 Year ended 8/31/2004 13.59 .33 .17 .50 Year ended 8/31/2003 13.73 .32 (.10) .22 Year ended 8/31/2002 13.34 .48 .41 .89 Year ended 8/31/2001 12.76 .61 .63 1.24 Period from 3/15/2000 to 8/31/2000 12.49 .26 .31 .57 Class C: Six months ended 2/28/2005(5) 13.74 .15 (.12) .03 Year ended 8/31/2004 13.59 .32 .17 .49 Year ended 8/31/2003 13.73 .31 (.10) .21 Year ended 8/31/2002 13.34 .47 .41 .88 Period from 3/15/2001 to 8/31/2001 13.31 .25 .04 .29 Class F: Six months ended 2/28/2005(5) 13.74 .21 (.12) .09 Year ended 8/31/2004 13.59 .43 .17 .60 Year ended 8/31/2003 13.73 .42 (.10) .32 Year ended 8/31/2002 13.34 .56 .41 .97 Period from 3/15/2001 to 8/31/2001 13.31 .29 .04 .33 Class 529-A: Six months ended 2/28/2005(5) 13.74 .20 (.12) .08 Year ended 8/31/2004 13.59 .42 .17 .59 Year ended 8/31/2003 13.73 .42 (.10) .32 Period from 2/20/2002 to 8/31/2002 13.36 .27 .39 .66 Class 529-B: Six months ended 2/28/2005(5) 13.74 .15 (.12) .03 Year ended 8/31/2004 13.59 .31 .17 .48 Year ended 8/31/2003 13.73 .29 (.10) .19 Period from 2/20/2002 to 8/31/2002 13.36 .19 .39 .58 Class 529-C: Six months ended 2/28/2005(5) 13.74 .15 (.12) .03 Year ended 8/31/2004 13.59 .31 .17 .48 Year ended 8/31/2003 13.73 .29 (.10) .19 Period from 2/19/2002 to 8/31/2002 13.36 .22 .36 .58 Class 529-E: Six months ended 2/28/2005(5) 13.74 .18 (.12) .06 Year ended 8/31/2004 13.59 .38 .17 .55 Year ended 8/31/2003 13.73 .37 (.10) .27 Period from 3/7/2002 to 8/31/2002 13.22 .24 .51 .75 Class 529-F: Six months ended 2/28/2005(5) 13.74 .20 (.12) .08 Year ended 8/31/2004 13.59 .41 .17 .58 Period from 10/11/2002 to 8/31/2003 13.83 .30 (.15) .15 Class R-1: Six months ended 2/28/2005(5) $13.74 $.16 $(.12) $.04 Year ended 8/31/2004 13.59 .32 .17 .49 Year ended 8/31/2003 13.73 .31 (.10) .21 Period from 6/13/2002 to 8/31/2002 13.40 .09 .33 .42 Class R-2: Six months ended 2/28/2005(5) 13.74 .16 (.12) .04 Year ended 8/31/2004 13.59 .33 .17 .50 Year ended 8/31/2003 13.73 .31 (.10) .21 Period from 5/31/2002 to 8/31/2002 13.37 .10 .38 .48 Class R-3: Six months ended 2/28/2005(5) 13.74 .18 (.12) .06 Year ended 8/31/2004 13.59 .38 .17 .55 Year ended 8/31/2003 13.73 .37 (.10) .27 Period from 6/6/2002 to 8/31/2002 13.36 .11 .38 .49 Class R-4: Six months ended 2/28/2005(5) 13.74 .21 (.12) .09 Year ended 8/31/2004 13.59 .43 .17 .60 Year ended 8/31/2003 13.73 .42 (.10) .32 Period from 5/28/2002 to 8/31/2002 13.34 .14 .40 .54 Class R-5: Six months ended 2/28/2005(5) 13.74 .23 (.12) .11 Year ended 8/31/2004 13.59 .47 .17 .64 Year ended 8/31/2003 13.73 .46 (.10) .36 Period from 5/15/2002 to 8/31/2002 13.27 .17 .48 .65 Dividends (from net Net asset Net assets, investment value, end Total end of period income) of period return (3) (in millions) Class A: Six months ended 2/28/2005(5) $(.22) $13.61 .63% $1,789 Year ended 8/31/2004 (.45) 13.74 4.49 1,900 Year ended 8/31/2003 (.46) 13.59 2.29 2,374 Year ended 8/31/2002 (.59) 13.73 7.55 2,256 Year ended 8/31/2001 (.75) 13.34 10.70 1,357 Year ended 8/31/2000 (.73) 12.76 7.07 1,083 Class B: Six months ended 2/28/2005(5) (.17) 13.61 .28 207 Year ended 8/31/2004 (.35) 13.74 3.72 221 Year ended 8/31/2003 (.36) 13.59 1.58 291 Year ended 8/31/2002 (.50) 13.73 6.80 184 Year ended 8/31/2001 (.66) 13.34 9.94 40 Period from 3/15/2000 to 8/31/2000 (.30) 12.76 4.60 3 Class C: Six months ended 2/28/2005(5) (.16) 13.61 .25 118 Year ended 8/31/2004 (.34) 13.74 3.65 122 Year ended 8/31/2003 (.35) 13.59 1.51 170 Year ended 8/31/2002 (.49) 13.73 6.72 122 Period from 3/15/2001 to 8/31/2001 (.26) 13.34 2.19 15 Class F: Six months ended 2/28/2005(5) (.22) 13.61 .63 45 Year ended 8/31/2004 (.45) 13.74 4.45 33 Year ended 8/31/2003 (.46) 13.59 2.29 23 Year ended 8/31/2002 (.58) 13.73 7.51 22 Period from 3/15/2001 to 8/31/2001 (.30) 13.34 2.53 6 Class 529-A: Six months ended 2/28/2005(5) (.21) 13.61 .61 35 Year ended 8/31/2004 (.44) 13.74 4.40 34 Year ended 8/31/2003 (.46) 13.59 2.31 31 Period from 2/20/2002 to 8/31/2002 (.29) 13.73 5.00 9 Class 529-B: Six months ended 2/28/2005(5) (.16) 13.61 .20 13 Year ended 8/31/2004 (.33) 13.74 3.54 13 Year ended 8/31/2003 (.33) 13.59 1.38 14 Period from 2/20/2002 to 8/31/2002 (.21) 13.73 4.40 3 Class 529-C: Six months ended 2/28/2005(5) (.16) 13.61 .20 22 Year ended 8/31/2004 (.33) 13.74 3.55 21 Year ended 8/31/2003 (.33) 13.59 1.39 20 Period from 2/19/2002 to 8/31/2002 (.21) 13.73 4.41 7 Class 529-E: Six months ended 2/28/2005(5) (.19) 13.61 .45 3 Year ended 8/31/2004 (.40) 13.74 4.08 2 Year ended 8/31/2003 (.41) 13.59 1.92 2 Period from 3/7/2002 to 8/31/2002 (.24) 13.73 5.76 1 Class 529-F: Six months ended 2/28/2005(5) (.21) 13.61 .58 1 Year ended 8/31/2004 (.43) 13.74 4.33 1 Period from 10/11/2002 to 8/31/2003 (.39) 13.59 1.04 1 Class R-1: Six months ended 2/28/2005(5) $(.17) 13.61 .26% $2 Year ended 8/31/2004 (.34) 13.74 3.66 2 Year ended 8/31/2003 (.35) 13.59 1.49 1 Period from 6/13/2002 to 8/31/2002 (.09) 13.73 3.12 - (7) Class R-2: Six months ended 2/28/2005(5) (.17) 13.61 .28 76 Year ended 8/31/2004 (.35) 13.74 3.70 68 Year ended 8/31/2003 (.35) 13.59 1.53 43 Period from 5/31/2002 to 8/31/2002 (.12) 13.73 3.57 1 Class R-3: Six months ended 2/28/2005(5) (.19) 13.61 .46 85 Year ended 8/31/2004 (.40) 13.74 4.09 73 Year ended 8/31/2003 (.41) 13.59 1.93 50 Period from 6/6/2002 to 8/31/2002 (.12) 13.73 3.68 - (7) Class R-4: Six months ended 2/28/2005(5) (.22) 13.61 .64 11 Year ended 8/31/2004 (.45) 13.74 4.45 8 Year ended 8/31/2003 (.46) 13.59 2.30 5 Period from 5/28/2002 to 8/31/2002 (.15) 13.73 4.04 - (7) Class R-5: Six months ended 2/28/2005(5) (.24) 13.61 .79 7 Year ended 8/31/2004 (.49) 13.74 4.78 7 Year ended 8/31/2003 (.50) 13.59 2.63 9 Period from 5/15/2002 to 8/31/2002 (.19) 13.73 4.89 5 Ratio of expenses Ratio of expenses to average net to average net Ratio of assets before assets after net income reimbursements/ reimbursements/ to average waivers waivers(4) net assets Class A: Six months ended 2/28/2005(5) .76%(6) .75%(6) 3.03%(6) Year ended 8/31/2004 .71 .71 3.14 Year ended 8/31/2003 .76 .76 3.01 Year ended 8/31/2002 .80 .80 4.27 Year ended 8/31/2001 .85 .85 5.37 Year ended 8/31/2000 .85 .85 6.13 Class B: Six months ended 2/28/2005(5) 1.48(6) 1.46(6) 2.32(6) Year ended 8/31/2004 1.47 1.47 2.38 Year ended 8/31/2003 1.46 1.46 2.23 Year ended 8/31/2002 1.50 1.50 3.47 Year ended 8/31/2001 1.51 1.51 4.47 Period from 3/15/2000 to 8/31/2000 .71 .71 2.44 Class C: Six months ended 2/28/2005(5) 1.54(6) 1.52(6) 2.26(6) Year ended 8/31/2004 1.53 1.53 2.32 Year ended 8/31/2003 1.54 1.54 2.19 Year ended 8/31/2002 1.57 1.57 3.37 Period from 3/15/2001 to 8/31/2001 .81 .81 1.97 Class F: Six months ended 2/28/2005(5) .76(6) .75(6) 2.99(6) Year ended 8/31/2004 .75 .75 3.04 Year ended 8/31/2003 .75 .75 3.00 Year ended 8/31/2002 .83 .83 4.16 Period from 3/15/2001 to 8/31/2001 .40 .40 2.35 Class 529-A: Six months ended 2/28/2005(5) .81(6) .79(6) 2.99(6) Year ended 8/31/2004 .80 .80 3.02 Year ended 8/31/2003 .68 .68 2.91 Period from 2/20/2002 to 8/31/2002 .92(6) .92(6) 3.82(6) Class 529-B: Six months ended 2/28/2005(5) 1.65(6) 1.64(6) 2.14(6) Year ended 8/31/2004 1.64 1.64 2.20 Year ended 8/31/2003 1.63 1.63 1.92 Period from 2/20/2002 to 8/31/2002 1.66(6) 1.66(6) 3.16(6) Class 529-C: Six months ended 2/28/2005(5) 1.64(6) 1.63(6) 2.15(6) Year ended 8/31/2004 1.63 1.63 2.20 Year ended 8/31/2003 1.62 1.62 1.99 Period from 2/19/2002 to 8/31/2002 1.64(6) 1.64(6) 3.13(6) Class 529-E: Six months ended 2/28/2005(5) 1.12(6) 1.11(6) 2.67(6) Year ended 8/31/2004 1.11 1.11 2.71 Year ended 8/31/2003 1.10 1.10 2.48 Period from 3/7/2002 to 8/31/2002 .55 .55 1.78 Class 529-F: Six months ended 2/28/2005(5) .87(6) .86(6) 2.92(6) Year ended 8/31/2004 .86 .86 2.94 Period from 10/11/2002 to 8/31/2003 .84(6) .84(6) 2.49(6) Class R-1: Six months ended 2/28/2005(5) 1.66%(6) 1.51%(6) 2.27%(6) Year ended 8/31/2004 1.74 1.52 2.26 Year ended 8/31/2003 2.02 1.52 1.86 Period from 6/13/2002 to 8/31/2002 .39 .31 .64 Class R-2: Six months ended 2/28/2005(5) 1.92(6) 1.47(6) 2.31(6) Year ended 8/31/2004 2.02 1.48 2.32 Year ended 8/31/2003 2.05 1.47 1.81 Period from 5/31/2002 to 8/31/2002 .53 .38 .72 Class R-3: Six months ended 2/28/2005(5) 1.21(6) 1.09(6) 2.69(6) Year ended 8/31/2004 1.23 1.10 2.71 Year ended 8/31/2003 1.16 1.08 1.80 Period from 6/6/2002 to 8/31/2002 .35 .27 .83 Class R-4: Six months ended 2/28/2005(5) .74(6) .73(6) 3.06(6) Year ended 8/31/2004 .74 .74 3.05 Year ended 8/31/2003 .75 .73 2.58 Period from 5/28/2002 to 8/31/2002 .27 .20 1.00 Class R-5: Six months ended 2/28/2005(5) .43(6) .42(6) 3.36(6) Year ended 8/31/2004 .42 .42 3.39 Year ended 8/31/2003 .43 .43 3.31 Period from 5/15/2002 to 8/31/2002 .13 .13 1.24 Six months ended February 28, Year ended August 31 2005(5) 2004 2003 2002 2001 2000 Portfolio turnover rate for all classes of shares 46% 72% 82% 95% 44% 63% (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/waivers from CRMC. During the six months ended 2/28/2005, CRMC reduced fees for investment advisory services for all share classes. In addition, during the start-up period for the retirement plan share classes (except Class R-5), CRMC agreed to pay a portion of the fees related to transfer agent services. (5) Unaudited. (6) Annualized. (7) Amount less than $1 million. See Notes to Financial Statements EXPENSE EXAMPLE (UNAUDITED) 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 (September 1, 2004 through February 28, 2005). 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 can estimate the impact of these fees by adding the amount of the fees to the total estimated expenses you paid on your account during the period as calculated above. In addition, your ending account value would also be lower by the amount of these fees. 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 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 can estimate the impact of these fees by adding the amount of the fees to the total estimated expenses you paid on your account during the period as calculated on the previous page. In addition, your ending account value would also be lower by the amount of these fees. 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 Ending Expenses Annualized account account paid during expense ratio value value period(1) 9/1/2004 2/28/2005 Class A -- actual return $1,000.00 $1,006.31 $3.73 .75% Class A -- assumed 5% return 1,000.00 1,021.08 3.76 .75 Class B -- actual return 1,000.00 1,002.80 7.25 1.46 Class B -- assumed 5% return 1,000.00 1,017.55 7.30 1.46 Class C -- actual return 1,000.00 1,002.50 7.55 1.52 Class C -- assumed 5% return 1,000.00 1,017.26 7.60 1.52 Class F -- actual return 1,000.00 1,006.27 3.73 .75 Class F -- assumed 5% return 1,000.00 1,021.08 3.76 .75 Class 529-A -- actual return 1,000.00 1,006.07 3.93 .79 Class 529-A -- assumed 5% return 1,000.00 1,020.88 3.96 .79 Class 529-B -- actual return 1,000.00 1,001.97 8.14 1.64 Class 529-B -- assumed 5% return 1,000.00 1,016.66 8.20 1.64 Class 529-C -- actual return 1,000.00 1,002.00 8.09 1.63 Class 529-C -- assumed 5% return 1,000.00 1,016.71 8.15 1.63 Class 529-E -- actual return 1,000.00 1,004.54 5.52 1.11 Class 529-E -- assumed 5% return 1,000.00 1,019.29 5.56 1.11 Class 529-F -- actual return 1,000.00 1,005.75 4.28 .86 Class 529-F -- assumed 5% return 1,000.00 1,020.53 4.31 .86 Class R-1 -- actual return 1,000.00 1,002.58 7.50 1.51 Class R-1 -- assumed 5% return 1,000.00 1,017.31 7.55 1.51 Class R-2 -- actual return 1,000.00 1,002.77 7.30 1.47 Class R-2 -- assumed 5% return 1,000.00 1,017.50 7.35 1.47 Class R-3 -- actual return 1,000.00 1,004.63 5.42 1.09 Class R-3 -- assumed 5% return 1,000.00 1,019.39 5.46 1.09 Class R-4 -- actual return 1,000.00 1,006.41 3.63 .73 Class R-4 -- assumed 5% return 1,000.00 1,021.17 3.66 .73 Class R-5 -- actual return 1,000.00 1,007.94 2.09 .42 Class R-5 -- assumed 5% return 1,000.00 1,022.71 2.11 .42 (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 (181), and divided by 365 (to reflect the one-half year period). 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 March 31, 2005 (the most recent calendar quarter): 1 year 5 years 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 -4.94% +4.74% +5.06%(1) Not reflecting CDSC -0.07% +5.07% +5.22%(1) CLASS C SHARES Reflecting CDSC, maximum of 1%, payable only if shares are sold within one year of purchase -1.10% -- +3.43%(2) Not reflecting CDSC -0.12% -- +3.43%(2) CLASS F SHARES(3) Not reflecting annual asset-based fee charged by sponsoring firm +0.64% -- +4.20%(2) CLASS 529-A SHARES Reflecting 3.75% maximum sales charge -3.19% -- +2.59%(4) Not reflecting maximum sales charge +0.57% -- +3.86%(4) CLASS 529-B SHARES Reflecting applicable CDSC, maximum of 5%, payable only if shares are sold within six years of purchase -5.10% -- +2.01%(4) Not reflecting CDSC -0.23% -- +2.92%(4) CLASS 529-C SHARES Reflecting CDSC, maximum of 1%, payable only if shares are sold within one year of purchase -1.20% -- +2.93%(5) Not reflecting CDSC -0.22% -- +2.93%(5) CLASS 529-E SHARES(3) +0.28% -- +3.86%(6) CLASS 529-F SHARES(3) Not reflecting annual asset-based fee charged by sponsoring firm +0.53% -- +2.26%(7) The fund's investment adviser is waiving a portion of its management fees. Results shown reflect the waiver. Please see the Financial Highlights table on page 18 for details. (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 20, 2002, when Class 529-A and Class 529-B shares were first sold. (5) Average annual total return from February 19, 2002, when Class 529-C shares were first sold. (6) Average annual total return from March 7, 2002, when Class 529-E shares were first sold. (7) Average annual total return from October 11, 2002, when Class 529-F shares were first sold. OFFICES OF THE FUND AND OF THE INVESTMENT ADVISER Capital Research and Management Company 333 South Hope Street Los Angeles, CA 90071-1406 135 South State College Boulevard Brea, CA 92821-5823 TRANSFER AGENT FOR SHAREHOLDER ACCOUNTS American Funds Service Company (Please write to the address nearest you.) P.O. Box 25065 Santa Ana, CA 92799-5065 P.O. Box 659522 San Antonio, TX 78265-9522 P.O. Box 6007 Indianapolis, IN 46206-6007 P.O. Box 2280 Norfolk, VA 23501-2280 CUSTODIAN OF ASSETS JPMorgan Chase Bank 270 Park Avenue New York, NY 10017-2070 COUNSEL Paul, Hastings, Janofsky & Walker LLP 515 South Flower Street Los Angeles, CA 90071-2228 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Deloitte & Touche LLP 695 Town Center Drive Suite 1200 Costa Mesa, CA 92626-7188 PRINCIPAL UNDERWRITER American Funds Distributors, Inc. 333 South Hope Street Los Angeles, CA 90071-1406 There are several ways to invest in U.S. Government Securities Fund. Class A shares are subject to a 3.75% maximum up-front sales charge that declines for accounts (and aggregated investments) of $100,000 or more 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. Annualized expenses for Class B shares were 0.71 percentage points higher than for Class A shares; Class B shares convert to Class A shares after eight years of ownership. If redeemed within six years, Class B shares may also be subject to a contingent deferred sales charge ("CDSC") of up to 5% that declines over time. Class C shares were subject to annualized expenses 0.77 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 the same annualized expenses as did Class A shares, and an annual asset-based fee charged by the sponsoring firm. Expenses are deducted from income earned by the fund. As a result, dividends and investment results will differ for each share class. INVESTORS SHOULD CAREFULLY CONSIDER THE INVESTMENT OBJECTIVES, RISKS, CHARGES AND EXPENSES OF THE 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 (AFS) 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 FREE OF CHARGE ON THE U.S. SECURITIES AND EXCHANGE COMMISSION (SEC) WEBSITE AT WWW.SEC.GOV, ON THE AMERICAN FUNDS WEBSITE OR UPON REQUEST BY CALLING AFS. THE FUND'S PROXY VOTING RECORD FOR THE 12 MONTHS ENDED JUNE 30, 2004, IS ALSO AVAILABLE ON THE SEC AND AMERICAN FUNDS WEBSITES. A complete February 28, 2005, portfolio of U.S. Government Securities Fund's investments is available free of charge on the SEC website or upon request by calling AFS. U.S. Government Securities Fund files a complete list of its portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available free of charge on the SEC website or upon request by calling AFS. You may also review or, for a fee, copy the forms at the SEC's Public Reference Room in Washington, D.C. (800/SEC-0330). This report is for the information of shareholders of U.S. Government Securities Fund, but it may also be used as sales literature when preceded or accompanied by the current prospectus, which gives details about charges, expenses, investment objectives and operating policies of the fund. If used as sales material after June 30, 2005, 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 30 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 AMCAP Fund(R) EuroPacific Growth Fund(R) The Growth Fund of America(R) The New Economy Fund(R) New Perspective Fund(R) New World Fund(SM) SMALLCAP World Fund(R) o Growth-and-income funds American Mutual Fund(R) Capital World Growth and Income Fund(SM) Fundamental Investors(SM) The Investment Company of America(R) Washington Mutual Investors Fund(SM) o Equity-income funds Capital Income Builder(R) The Income Fund of America(R) o Balanced fund American Balanced Fund(R) o Bond funds American High-Income Trust(SM) The Bond Fund of America(SM) Capital World Bond Fund(R) Intermediate Bond Fund of America(R) > U.S. Government Securities Fund(SM) o Tax-exempt bond funds American High-Income Municipal Bond Fund(R) Limited Term Tax-Exempt Bond Fund of America(SM) The Tax-Exempt Bond Fund of America(R) State-specific tax-exempt funds The Tax-Exempt Fund of California(R) The Tax-Exempt Fund of Maryland(R) The Tax-Exempt Fund of Virginia(R) o Money market funds The Cash Management Trust of America(R) The Tax-Exempt Money Fund of America(SM) The U.S. Treasury Money Fund of America(SM) THE CAPITAL GROUP COMPANIES American Funds Capital Research and Management Capital International Capital Guardian Capital Bank and Trust Lit. No. MFGESR-922-0405P Litho in USA DD/LPT/8085-S1937 Printed on recycled paper ITEM 2 - Code of Ethics Not applicable for filing of Semiannual Reports to Shareholders. ITEM 3 - Audit Committee Financial Expert Not applicable for filing of Semiannual Reports to Shareholders. ITEM 4 - Principal Accountant Fees and Services Not applicable for filing of Semiannual Reports to Shareholders. ITEM 5 - Audit Committee of Listed Registrants Not applicable. ITEM 6 - Schedule of Investments [logo - AMERICAN FUNDS (r)] U.S. GOVERNMENT SECURITIES FUND INVESTMENT PORTFOLIO February 28, 2005 unaudited Principal amount Market value Bonds & notes -- 95.91% (000) 000) U.S. TREASURY BONDS & NOTES -- 53.26% U.S. Treasury 1.125% 2005 $ 11,225 $ 11,163 U.S. Treasury 1.625% 2005 37,000 36,653 U.S. Treasury 5.75% 2005 50,000 50,910 U.S. Treasury 3.50% 2006 36,250 36,236 U.S. Treasury 4.625% 2006(1) 45,600 46,280 U.S. Treasury 5.625% 2006 29,525 30,198 U.S. Treasury 6.875% 2006 107,650 112,091 U.S. Treasury 7.00% 2006 43,750 45,828 U.S. Treasury 3.25% 2007 108,485 107,434 U.S. Treasury 3.375% 2007(1,2) 8,649 9,089 U.S. Treasury 4.375% 2007 34,925 35,476 U.S. Treasury 6.25% 2007 44,500 46,753 U.S. Treasury 6.625% 2007 17,495 18,603 U.S. Treasury 3.375% 2008 14,750 14,503 U.S. Treasury 3.625% 2008(2) 73,783 79,628 U.S. Treasury 5.625% 2008 12,000 12,662 U.S. Treasury 3.625% 2009 28,000 27,637 U.S. Treasury 3.875% 2009(2) 13,926 15,449 U.S. Treasury 5.50% 2009 13,500 14,340 U.S. Treasury 6.00% 2009 465 504 U.S. Treasury 5.75% 2010 45,535 49,299 U.S. Treasury 5.00% 2011 7,250 7,598 U.S. Treasury 3.00% 2012(2) 561 622 U.S. Treasury 4.375% 2012 17,355 17,534 U.S. Treasury 3.875% 2013 50,485 49,168 U.S. Treasury 4.25% 2013 7,500 7,466 U.S. Treasury 12.00% 2013 10,000 12,622 U.S. Treasury 4.25% 2014 17,000 16,843 U.S. Treasury 7.50% 2016 8,000 10,150 U.S. Treasury 9.25% 2016 26,380 37,295 U.S. Treasury 8.125% 2019 27,775 37,843 U.S. Treasury 8.875% 2019 20,100 28,815 U.S. Treasury 7.875% 2021 10,655 14,406 U.S. Treasury 6.875% 2025 22,000 27,950 U.S. Treasury 6.50% 2026 49,750 61,138 U.S. Treasury 3.875% 2029(2) 11,068 15,200 U.S. Treasury 5.25% 2029 83,850 89,431 U.S. Treasury 6.25% 2030 6,180 7,510 U.S. Treasury 5.375% 2031 15,500 17,045 U.S. Treasury 3.375% 2032(2) 4,101 5,432 U.S. Treasury Principal Strip 0% 2011 5,285 3,987 U.S. Treasury Principal Strip 0% 2019 32,790 16,829 1,285,620 Principal amount Market value Bonds & notes (000) (000) MORTGAGE-BACKED OBLIGATIONS(3) -- 28.88% Government National Mortgage Assn. 7.50% 2009 $ 119 $ 123 Government National Mortgage Assn. 7.50% 2009 61 64 Government National Mortgage Assn. 9.00% 2009 333 351 Government National Mortgage Assn. 9.50% 2009 67 71 Government National Mortgage Assn. 7.50% 2011 170 181 Government National Mortgage Assn. 7.50% 2011 25 27 Government National Mortgage Assn. 5.50% 2013 235 244 Government National Mortgage Assn. 6.00% 2013 13,389 14,058 Government National Mortgage Assn. 6.00% 2013 1,199 1,258 Government National Mortgage Assn. 6.00% 2013 281 295 Government National Mortgage Assn. 6.00% 2013 273 287 Government National Mortgage Assn. 6.00% 2014 5,338 5,594 Government National Mortgage Assn. 6.00% 2014 691 724 Government National Mortgage Assn. 6.00% 2014 601 630 Government National Mortgage Assn. 6.00% 2014 396 415 Government National Mortgage Assn. 6.00% 2014 181 190 Government National Mortgage Assn. 6.50% 2014 598 633 Government National Mortgage Assn. 6.50% 2014 571 605 Government National Mortgage Assn. 6.50% 2014 553 585 Government National Mortgage Assn. 6.50% 2014 335 355 Government National Mortgage Assn. 6.50% 2014 276 292 Government National Mortgage Assn. 6.50% 2014 252 267 Government National Mortgage Assn. 6.50% 2014 245 259 Government National Mortgage Assn. 6.50% 2014 214 226 Government National Mortgage Assn. 6.50% 2014 206 218 Government National Mortgage Assn. 6.50% 2014 165 175 Government National Mortgage Assn. 6.50% 2014 161 170 Government National Mortgage Assn. 6.50% 2014 135 143 Government National Mortgage Assn. 6.50% 2014 101 107 Government National Mortgage Assn. 6.50% 2014 20 21 Government National Mortgage Assn. 5.50% 2016 1,168 1,209 Government National Mortgage Assn. 5.50% 2016 736 762 Government National Mortgage Assn. 5.50% 2016 681 705 Government National Mortgage Assn. 5.50% 2016 674 698 Government National Mortgage Assn. 5.50% 2016 628 650 Government National Mortgage Assn. 5.50% 2016 606 627 Government National Mortgage Assn. 5.50% 2016 471 487 Government National Mortgage Assn. 5.50% 2016 460 475 Government National Mortgage Assn. 5.50% 2016 367 379 Government National Mortgage Assn. 5.50% 2016 354 366 Government National Mortgage Assn. 5.50% 2016 314 325 Government National Mortgage Assn. 5.50% 2016 307 318 Government National Mortgage Assn. 5.50% 2016 267 276 Government National Mortgage Assn. 5.50% 2016 209 216 Government National Mortgage Assn. 5.50% 2016 185 191 Government National Mortgage Assn. 6.00% 2016 2,220 2,322 Government National Mortgage Assn. 6.00% 2016 950 994 Government National Mortgage Assn. 6.00% 2016 916 959 Government National Mortgage Assn. 6.00% 2016 728 761 Government National Mortgage Assn. 6.50% 2016 1,099 1,162 Government National Mortgage Assn. 6.50% 2016 547 578 Government National Mortgage Assn. 9.00% 2016 115 125 Government National Mortgage Assn. 5.50% 2017 7,254 7,505 Government National Mortgage Assn. 5.50% 2017 $6,084 $6,295 Government National Mortgage Assn. 6.00% 2017 765 801 Government National Mortgage Assn. 6.00% 2017 620 648 Government National Mortgage Assn. 10.00% 2019 2,128 2,401 Government National Mortgage Assn. 8.50% 2020 40 44 Government National Mortgage Assn. 8.50% 2021 100 110 Government National Mortgage Assn. 8.50% 2021 45 50 Government National Mortgage Assn. 10.00% 2021 634 719 Government National Mortgage Assn. 7.50% 2022 18 19 Government National Mortgage Assn. 8.00% 2022 343 372 Government National Mortgage Assn. 8.50% 2022 41 45 Government National Mortgage Assn. 8.50% 2022 26 29 Government National Mortgage Assn. 8.50% 2022 12 13 Government National Mortgage Assn. 7.50% 2023 151 163 Government National Mortgage Assn. 7.50% 2023 63 68 Government National Mortgage Assn. 7.50% 2023 46 49 Government National Mortgage Assn. 7.50% 2023 40 44 Government National Mortgage Assn. 7.50% 2023 29 31 Government National Mortgage Assn. 8.00% 2023 493 535 Government National Mortgage Assn. 8.00% 2023 216 234 Government National Mortgage Assn. 8.00% 2023 141 153 Government National Mortgage Assn. 8.50% 2023 27 29 Government National Mortgage Assn. 7.00% 2024 572 608 Government National Mortgage Assn. 7.00% 2024 423 449 Government National Mortgage Assn. 7.50% 2024 123 132 Government National Mortgage Assn. 7.50% 2024 54 58 Government National Mortgage Assn. 7.50% 2024 32 34 Government National Mortgage Assn. 7.50% 2024 11 12 Government National Mortgage Assn. 7.00% 2025 422 448 Government National Mortgage Assn. 7.00% 2025 368 390 Government National Mortgage Assn. 7.00% 2026 178 190 Government National Mortgage Assn. 7.00% 2026 60 64 Government National Mortgage Assn. 7.50% 2026 291 316 Government National Mortgage Assn. 8.00% 2026 32 35 Government National Mortgage Assn. 8.00% 2026 19 20 Government National Mortgage Assn. 7.00% 2027 213 227 Government National Mortgage Assn. 7.50% 2027 106 115 Government National Mortgage Assn. 8.00% 2027 181 198 Government National Mortgage Assn. 6.00% 2028 4,158 4,316 Government National Mortgage Assn. 6.00% 2028 2,421 2,513 Government National Mortgage Assn. 6.00% 2028 2,117 2,198 Government National Mortgage Assn. 6.00% 2028 433 449 Government National Mortgage Assn. 6.50% 2028 755 797 Government National Mortgage Assn. 6.50% 2028 343 361 Government National Mortgage Assn. 7.00% 2028 584 623 Government National Mortgage Assn. 7.00% 2028 351 374 Government National Mortgage Assn. 7.00% 2028 91 97 Government National Mortgage Assn. 7.50% 2028 251 272 Government National Mortgage Assn. 7.50% 2028 98 106 Government National Mortgage Assn. 6.00% 2029 7,043 7,312 Government National Mortgage Assn. 6.00% 2029 258 268 Government National Mortgage Assn. 7.00% 2029 462 493 Government National Mortgage Assn. 7.00% 2029 324 346 Government National Mortgage Assn. 7.00% 2029 288 307 Government National Mortgage Assn. 7.00% 2029 254 270 Government National Mortgage Assn. 7.50% 2029 192 207 Government National Mortgage Assn. 7.50% 2029 108 117 Government National Mortgage Assn. 7.50% 2029 79 85 Government National Mortgage Assn. 7.00% 2030 342 364 Government National Mortgage Assn. 7.50% 2030 904 976 Government National Mortgage Assn. 7.50% 2030 518 558 Government National Mortgage Assn. 7.50% 2030 478 515 Government National Mortgage Assn. 7.50% 2030 222 239 Government National Mortgage Assn. 7.50% 2030 158 171 Government National Mortgage Assn. 8.00% 2030 238 259 Government National Mortgage Assn. 8.00% 2030 144 156 Government National Mortgage Assn. 8.00% 2030 116 125 Government National Mortgage Assn. 8.00% 2030 103 112 Government National Mortgage Assn. 8.00% 2030 101 110 Government National Mortgage Assn. 8.00% 2030 48 52 Government National Mortgage Assn. 8.00% 2030 32 34 Government National Mortgage Assn. 5.50% 2031 2,521 2,568 Government National Mortgage Assn. 6.00% 2031 7,244 7,509 Government National Mortgage Assn. 6.00% 2031 1,481 1,534 Government National Mortgage Assn. 6.50% 2031 723 762 Government National Mortgage Assn. 6.50% 2031 711 749 Government National Mortgage Assn. 6.50% 2031 620 653 Government National Mortgage Assn. 6.50% 2031 521 549 Government National Mortgage Assn. 6.50% 2031 518 546 Government National Mortgage Assn. 6.50% 2031 507 535 Government National Mortgage Assn. 6.50% 2031 507 535 Government National Mortgage Assn. 6.50% 2031 424 447 Government National Mortgage Assn. 7.00% 2031 1,178 1,252 Government National Mortgage Assn. 7.00% 2031 872 927 Government National Mortgage Assn. 7.00% 2031 853 907 Government National Mortgage Assn. 7.00% 2031 606 644 Government National Mortgage Assn. 7.00% 2031 518 552 Government National Mortgage Assn. 7.00% 2031 308 327 Government National Mortgage Assn. 7.00% 2031 50 53 Government National Mortgage Assn. 7.50% 2031 293 316 Government National Mortgage Assn. 7.50% 2031 271 292 Government National Mortgage Assn. 7.50% 2031 137 147 Government National Mortgage Assn. 6.00% 2032 915 947 Government National Mortgage Assn. 6.50% 2032 1,861 1,962 Government National Mortgage Assn. 6.50% 2032 1,570 1,653 Government National Mortgage Assn. 6.50% 2032 700 738 Government National Mortgage Assn. 6.50% 2032 629 662 Government National Mortgage Assn. 6.50% 2032 619 652 Government National Mortgage Assn. 6.50% 2032 617 650 Government National Mortgage Assn. 6.50% 2032 604 637 Government National Mortgage Assn. 6.50% 2032 591 622 Government National Mortgage Assn. 6.50% 2032 571 602 Government National Mortgage Assn. 6.50% 2032 526 554 Government National Mortgage Assn. 6.50% 2032 452 477 Government National Mortgage Assn. 6.50% 2032 387 408 Government National Mortgage Assn. 6.50% 2032 370 390 Government National Mortgage Assn. 6.50% 2032 277 292 Government National Mortgage Assn. 7.00% 2032 4,775 5,071 Government National Mortgage Assn. 7.00% 2032 1,611 1,711 Government National Mortgage Assn. 7.00% 2032 1,321 1,403 Government National Mortgage Assn. 7.50% 2032 1,847 1,989 Government National Mortgage Assn. 7.50% 2032 450 485 Government National Mortgage Assn. 5.50% 2033 11,397 11,610 Government National Mortgage Assn. 6.00% 2033 18,492 19,117 Government National Mortgage Assn. 6.00% 2033 14,448 14,936 Government National Mortgage Assn. 6.00% 2033 4,117 4,256 Government National Mortgage Assn. 6.00% 2033 3,082 3,186 Government National Mortgage Assn. 6.00% 2033 2,858 2,955 Government National Mortgage Assn. 6.00% 2033 2,826 2,921 Government National Mortgage Assn. 6.00% 2033 2,822 2,920 Government National Mortgage Assn. 6.50% 2033 878 925 Government National Mortgage Assn. 6.50% 2033 740 778 Government National Mortgage Assn. 6.50% 2033 648 682 Government National Mortgage Assn. 6.50% 2033 417 439 Government National Mortgage Assn. 5.00% 2034(4) 4,866 4,906 Government National Mortgage Assn. 5.00% 2034(4) 3,712 3,743 Government National Mortgage Assn. 6.00% 2034 15,387 15,907 Government National Mortgage Assn. 6.50% 2034 862 907 Government National Mortgage Assn. 6.50% 2034 779 819 Government National Mortgage Assn. 6.50% 2034 607 638 Government National Mortgage Assn. 6.50% 2034 578 608 Government National Mortgage Assn. 4.50% 2035(4) 16,104 16,105 Government National Mortgage Assn. 5.00% 2035(4) 52,228 52,659 Government National Mortgage Assn. 5.00% 2035 29,585 29,428 Government National Mortgage Assn. 5.00% 2035(4) 3,750 3,781 Government National Mortgage Assn. 5.50% 2035 13,000 13,204 Government National Mortgage Assn., Series 2004-84, Class A, 3.624% 2017 8,838 8,682 Government National Mortgage Assn., Series 2002-28, Class A, 4.776% 2018 3,783 3,846 Fannie Mae 8.50% 2007 15 16 Fannie Mae 8.50% 2008 11 11 Fannie Mae 7.00% 2009 103 109 Fannie Mae 7.00% 2009 101 107 Fannie Mae 9.00% 2009 41 44 Fannie Mae 7.00% 2010 804 849 Fannie Mae 8.50% 2010 51 53 Fannie Mae 7.00% 2011 43 45 Fannie Mae 9.50% 2011 43 46 Fannie Mae 8.50% 2013 26 27 Fannie Mae 8.50% 2014 56 58 Fannie Mae 6.00% 2015 4,795 4,997 Fannie Mae 6.00% 2017 2,539 2,644 Fannie Mae 7.00% 2017 394 416 Fannie Mae 5.50% 2018 19,057 19,561 Fannie Mae 12.00% 2019 1,101 1,279 Fannie Mae 8.00% 2022 40 43 Fannie Mae 9.50% 2022 107 117 Fannie Mae 8.00% 2023 79 85 Fannie Mae 8.00% 2023 66 72 Fannie Mae 8.00% 2023 26 28 Fannie Mae 11.091% 2025 7,864 9,088 Fannie Mae 9.50% 2026 671 760 Fannie Mae 8.50% 2027 30 34 Fannie Mae 7.00% 2028 329 348 Fannie Mae 7.00% 2028 222 236 Fannie Mae 7.50% 2029 735 789 Fannie Mae 7.00% 2030 283 299 Fannie Mae 7.50% 2030 159 171 Fannie Mae 7.50% 2030 85 91 Fannie Mae 6.50% 2031 594 619 Fannie Mae 6.50% 2031 388 405 Fannie Mae 6.50% 2031 366 382 Fannie Mae 7.00% 2031 184 194 Fannie Mae 7.50% 2031 576 617 Fannie Mae 7.50% 2031 197 212 Fannie Mae 7.50% 2031 195 210 Fannie Mae 7.50% 2031 184 197 Fannie Mae 6.50% 2032 4,790 4,995 Fannie Mae 6.50% 2032 2,294 2,392 Fannie Mae 6.50% 2032 773 806 Fannie Mae 6.50% 2032 465 485 Fannie Mae 7.00% 2032 2,471 2,612 Fannie Mae 3.904% 2033(4) 6,256 6,211 Fannie Mae 4.035% 2033(4) 4,202 4,183 Fannie Mae 4.039% 2033(4) 632 629 Fannie Mae 4.20% 2033(4) 17,814 17,804 Fannie Mae 4.454% 2033(4) 8,927 8,959 Fannie Mae 6.00% 2033 40,562 41,656 Fannie Mae 6.00% 2034 24,803 25,471 Fannie Mae 6.00% 2034 314 324 Fannie Mae 6.00% 2034 283 290 Fannie Mae, Series 91-50, Class H, 7.75% 2006 68 69 Fannie Mae, Series 1997-M5, Class C, ACES, 6.74% 2007 5,000 5,274 Fannie Mae, Series 1998-M6, Class A-2, ACES, 6.32% 2008 2,240 2,358 Fannie Mae, Series 2002-T11, Class A, 4.769% 2012 6,755 6,850 Fannie Mae, Trust 35, Class 2, 12.00% 2018 37 42 Fannie Mae, Series 90-93, Class G, 5.50% 2020 152 155 Fannie Mae, Series 1992-119, Class Z, 8.00% 2022 473 501 Fannie Mae, Series 2001-4, Class NA, 11.828% 2025(4) 7,264 8,359 Fannie Mae, Series 1997-M6, Class ZA, 6.85% 2026 16,691 17,897 Fannie Mae, Series 2002-W3, Class A-5, 7.50% 2028 1,833 1,971 Fannie Mae, Series 2002-W7, Class A-5, 7.50% 2029 6,137 6,517 Fannie Mae, Series 2001-20, Class E, 9.595% 2031(4) 223 247 Fannie Mae, Series 2001-20, Class C, 11.995% 2031(4) 996 1,159 Fannie Mae, Series 2003-M2, Class D, 4.68% 2033(4) 11,000 10,233 Fannie Mae, Series 2003-W4, Class 1A-2, 3.063% 2038 2,806 2,794 Fannie Mae, Series 1999-T2, Class A-1, 7.50% 2039 2,177 2,389 Fannie Mae, Series 2003-W4, Class 1A-3, 3.991% 2040 3,000 2,972 Fannie Mae, Series 2002-W1, Class 2A, 7.50% 2042 1,790 1,896 Freddie Mac 7.20% 2006 374 391 Freddie Mac 8.25% 2007 40 41 Freddie Mac 7.00% 2008 65 68 Freddie Mac 8.75% 2008 44 45 Freddie Mac 8.50% 2009 84 88 Freddie Mac 8.00% 2012 64 68 Freddie Mac 6.00% 2014 429 447 Freddie Mac 4.00% 2015 3,500 3,434 Freddie Mac 12.00% 2015 21 24 Freddie Mac 6.00% 2017 1,441 1,498 Freddie Mac 8.00% 2017 500 532 Freddie Mac 8.50% 2018 24 25 Freddie Mac 8.50% 2020 369 398 Freddie Mac 8.50% 2021 106 115 Freddie Mac 4.075% 2033(4) 13,144 13,071 Freddie Mac 6.00% 2033 29,315 30,138 Freddie Mac 6.00% 2034 34,266 35,227 Freddie Mac 6.00% 2034 6,211 6,385 Freddie Mac, Series H009, Class A-2, 1.876% 2008(4) 2,996 2,950 Freddie Mac, Series 2289-NA, 12.004% 2020(4) 4,412 5,024 Freddie Mac, Series 178, Class Z, 9.25% 2021 138 138 Freddie Mac, Series 2289, Class NB, 11.445% 2022(4) 842 941 Freddie Mac, Series 1567, Class A, 3.025% 2023(4) 108 105 Freddie Mac, Series T-041, Class 3-A, 7.50% 2032 1,534 1,617 Freddie Mac, Series T-056, Class A-2A, 2.842% 2036 4,633 4,595 Paine Webber CMO, Series O, Class 5, 9.50% 2019(5) 391 414 697,193 FEDERAL AGENCY BONDS & NOTES -- 13.77% Freddie Mac 7.00% 2005 8,000 8,120 Freddie Mac 1.875% 2006 15,000 14,778 Freddie Mac 5.125% 2008 9,500 9,844 Freddie Mac 5.75% 2009 60,000 63,609 Freddie Mac 6.625% 2009 25,000 27,450 Freddie Mac 5.00% 2014 26,000 26,692 Federal Home Loan Bank 2.50% 2006 11,500 11,369 Federal Home Loan Bank 3.375% 2007 8,625 8,499 Federal Home Loan Bank 3.75% 2007 24,280 24,157 Federal Home Loan Bank 5.75% 2008 7,725 8,106 Federal Home Loan Bank 5.823% 2009 6,500 6,886 Federal Home Loan Bank 4.50% 2012 11,000 11,014 Small Business Administration, Series 2001-20K, 5.34% 2021(3) 4,095 4,227 Small Business Administration, Series 2001-20J, 5.76% 2021(3) 2,011 2,102 Small Business Administration, Series 2001-20F, 6.44% 2021(3) 9,929 10,612 Small Business Administration, Series 2001-20G, 6.625% 2021(3) 3,119 3,363 Small Business Administration, Series 2002-20J, 4.75% 2022(3) 7,448 7,467 Small Business Administration, Series 2002-20K, 5.08% 2022(3) 4,216 4,289 Small Business Administration, Series 2002-20C, 6.07% 2022(3) 3,121 3,301 Small Business Administration, Series 2002-20D, 6.41% 2022(3) 4,249 4,549 Small Business Administration, Series 2003-20B, 4.84% 2023(3) 11,352 11,412 Fannie Mae 6.00% 2005 9,200 9,391 Fannie Mae 4.25% 2007 8,375 8,449 Fannie Mae 6.625% 2009 15,900 17,454 Fannie Mae 7.25% 2030 6,000 7,820 United States Government Guaranteed Certificates of Participation, Overseas Private Investment Corp., Series 2000-044-A, 3.74% 2015(3) 7,684 7,452 United States Government Guaranteed Ship Financing Obligations, Rowan Companies, Inc. (Title XI) 5.88% 2012(3) 6,818 7,135 United States Government Guaranteed, Perforadora Centrale SA de CV (Title XI) 4.92% 2018(3) 2,802 2,810 332,357 TOTAL BONDS & notes (cost: $2,305,361,000) 2,315,170 Short-term securities -- 5.56% U.S. Treasury Bills 2.111%-2.357% due 3/10-3/17/2005 90,900 90,813 Federal Home Loan Bank 2.51% due 3/1/2005 43,500 43,497 TOTAL SHORT-TERM SECURITIES (COST: $134,305,000) 134,310 TOTAL INVESTMENT SECURITIES (COST: $2,439,666,000) 2,449,480 OTHER ASSETS LESS LIABILITIES (35,445) NET ASSETS $2,414,035 (1) This security, or a portion of this security, has been segregated to cover funding requirements on investment transactions settling in the future. (2) Index-linked bond whose principal amount moves with a government retail price index. (3) Pass-through securities backed by a pool of mortgages or other loans on which principal payments are periodically made. Therefore, the effective maturities are shorter than the stated maturities. (4) Coupon rate may change periodically. (5) Comprised of federal agency originated or guaranteed loans. 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 - Portfolio Managers of Closed-End Management Investment Companies Not applicable to this Registrant, insofar as the Registrant is not a closed-end management investment company. ITEM 9 - 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 10 - 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 Trustees 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 Trustees. 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 11 - 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 second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting. ITEM 12 - Exhibits (a)(1)The Code of Ethics - not applicable for filing of Semiannual Reports to Shareholders. (a)(2)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 AMERICAN FUNDS INCOME SERIES By /s/ John H. Smet - ------------------------------- John H. Smet, President and PEO Date: May 6, 2005 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/ John H. Smet - ------------------------------- John H. Smet, President and PEO Date: May 6, 2005 By /s/ Sharon G. Moseley - ------------------------------------ Sharon G. Moseley, Treasurer and PFO Date: May 6, 2005