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- 04692 Emerging Markets Growth Fund, Inc. (Exact Name of Registrant as specified in charter) 11100 Santa Monica Boulevard, 15th Floor Los Angeles, California 90025 (Address of principal executive offices) Registrant's telephone number, including area code: (310) 996-6000 Date of fiscal year end: June 30, 2004 Date of reporting period: December 31, 2003 Vincent P. Corti Capital International, Inc. 11100 Santa Monica Boulevard, 15th Floor Los Angeles, California 90025 (name and address of agent for service) Copies to: Rob Helm, Esq. Dechert LLP 1775 Eye Street, N.W. Washington, D.C. 20006-2401 (Counsel for the Registrant) ITEM 1 - Reports to Stockholders [logo - Capital International(SM)] EMERGING MARKETS GROWTH FUND(SM) Seeks long-term growth of capital by investing in companies operating in developing countries around the world Semi-annual report for the six months ended December 31, 2003 DEAR SHAREHOLDERS: Since we last reported to you, emerging markets equities made substantial gains of more than 30%, supported by a combination of declining interest rates, solid corporate earnings, a recovering global economy and market-friendly outcomes in several elections. For the six-month period ending December 31, 2003, the Emerging Markets Growth Fund rose 31.64% with dividends reinvested. The MSCI Emerging Markets Index rose 34.45% with net dividends. Emerging markets stocks continued to outpace their developed market counterparts. The faster growth of several developing economies enabled many domestically oriented emerging market companies to show substantial profit increases. A rebound in the global economy contributed to the earnings growth of export-dependent companies in areas like technology and materials. The eradication of the SARS virus cleared the way for several Asian economies to resume prior growth patterns. In Latin America, several resource-rich economies were helped by strong global commodity prices. MARKET REVIEW Emerging markets performance varied widely by country, but all markets except Venezuela and Sri Lanka had positive returns. A sustained recovery in the developed economies and strong domestic demand in many emerging markets provided a strong tailwind. In a sharply rising market, stocks of companies with relatively stable earnings in sectors such as consumer staples and telecommunications generally trailed the broader market. At the same time, accelerating economic growth meant that shares of companies in the more cyclical materials, energy, and consumer discretionary sectors generally paced the markets. [Begin Sidebar] EMGF TOTAL RETURNS VS. MSCI EMERGING MARKETS INDEX for periods ended 12/31/03 (with distributions reinvested) Emerging MSCI Markets Emerging Growth Fund Markets (EMGF) Annualized Index* Annualized 6 months +31.6% -- +34.4% -- 12 months +51.5 -- +55.8 -- 3 years +31.8 +9.6% +42.4 +12.5% 5 years +61.8 +10.1 +64.4 +10.5 10 years +41.8 +3.6 +1.1 +0.1 Lifetime +1,464.6 +16.9 --+ --+ (since 5/30/86) * Returns shown for the MSCI Emerging Markets Index reflect gross dividends through December 31, 2000, and net dividends thereafter. The index is unmanaged and does not reflect sales charges, commissions or expenses. + The MSCI Emerging Markets Index did not start until December 31, 1987. [End Sidebar] In the Asian region, the stock markets of India, China and Thailand had the strongest results. In India, a bountiful monsoon boosted consumer confidence and accelerated an already strong economy. China's economic engine went into high gear after the spread of SARS ended in early 2003. China's gross domestic product was estimated to grow at above 9% annualized as the country continued to build communications infrastructure and industrial capacity at a breathtaking pace. Although corporate profitability is muted and the banking system is showing signs of strain due to the high level of non-performing loans, both local and foreign investors have been attracted to Chinese companies. This has propelled the stock market 59% higher. Several Chinese companies sold new issues, including a $3 billion initial public offering from China Life Insurance Co. Stock markets in Taiwan and South Korea were supported by the solid performance of select technology stocks. However, South Korean stocks trailed the broader emerging markets as the country's economy was beset by union wage battles, declining consumer spending and a severe typhoon in October. Financial shares were hurt by a liquidity crunch faced by several credit card companies. Meanwhile, renewed tensions between Taiwan and mainland China involving issues relating to the island's sovereignty weighed on investor sentiment toward Taiwan. In Thailand, easy access to low interest loans led to a boom in most asset classes, including real estate and stocks. Latin America showed the best results for the period with sharp gains by markets in Brazil, Argentina, Peru and Chile. Strong global commodity prices helped these resource-rich countries. Brazil took center stage in the region. President Luiz Inacio Lula da Silva's persistence with fiscal reforms appeared to pay off. Interest rates declined, the currency strengthened and bond yields dropped significantly, allowing stocks to rise 64%. The government's major achievement in the period was the December passage in congress of a social security bill which is expected to make a contribution toward reducing the government deficit. The Mexican economy started to improve toward the end of 2003, driven by rising exports to the U.S. However, President Vicente Fox's inability to implement any major legislative changes, including much-needed reforms to rejuvenate the power sector, hobbled the country's industrial growth. [Begin Sidebar] 10 LARGEST EQUITY HOLDINGS Percent of gain/loss for the 6 months Percent of ended 12/31/03* net assets (in U.S. dollars) Samsung Electronics 7.3% 26.9% Taiwan Semiconductor Manufacturing 4.0 22.4 Reliance Industries 3.7 81.1 America Movil 3.2 45.9 LUKoil Holding 2.7 17.7 Infosys Technologies 2.3 73.4 Cia. Vale do Rio Doce 2.2 90.9 Kookmin Bank 2.2 24.3 Wal-Mart de Mexico 2.0 -2.5 Anglo American PLC 1.8 38.2 Total 31.4% * The percent change reflects the increase or decrease in the market price per share of respective equity securities held in the portfolio for the entire period. The actual gain or loss on the total position in the fund may differ from the percentage shown. [End Sidebar] Russian equity markets were roiled by a government investigation into alleged tax evasion by YUKOS Oil and the arrest of its CEO, Mikhail Khodorkovsky. The inquiry derailed a planned merger between YUKOS and Sibneft. The market recovered toward year-end as investors saw the investigation as an isolated event. On the political front, candidates backing President Vladimir Putin won a clear majority in parliamentary elections, raising hopes for accelerated economic reforms. [Begin Sidebar] WHERE THE FUND'S ASSETS ARE INVESTED MSCI EM Market value Percent of net assets Index(1) of holdings 12/31/03 12/31/02 6/30/03 12/31/03 6/30/03 12/31/03 (in thousands) ASIA-PACIFIC China 3.3% 2.6% 3.2% 6.8% 7.9% $641,626 Hong Kong .6 1.2 1.0 -- -- 191,613 India 12.2 10.5 13.7 4.5 5.7 2,736,195 Indonesia 2.6 3.0 3.0 1.4 1.5 592,309 Malaysia 3.1 2.4 3.2 5.3 4.6 630,793 Philippines 1.1 1.3 .6 .6 .5 124,039 Singapore -- -- -- -- -- 7,393 South Korea 17.1 18.6 18.5 19.4 18.2 3,689,404 Taiwan 5.9 6.7 10.3 12.5 12.2 2,058,398 Thailand 1.9 1.9 1.3 2.2 3.2 260,610 Vietnam -- -- .1 -- -- 9,078 47.8 48.2 54.9 52.7 53.8 10,941,458 LATIN AMERICA Argentina .3 .8 .6 .6 .6 125,036 Brazil 10.8 11.1 11.0 7.7 9.2 2,191,123 Chile 1.6 1.5 1.0 1.9 2.0 203,393 Colombia .1 .4 .3 .1 .1 54,694 Guatemala -- -- -- -- -- 960 Mexico 16.5 14.2 9.3 7.7 6.5 1,845,438 Panama .1 .1 -- -- -- 6,119 Peru .5 .5 .5 .5 .6 91,546 Venezuela .2 .3 .3 .2 .1 62,923 30.1 28.9 23.0 18.7 19.1 4,581,232 EASTERN EUROPE Bulgaria -- -- -- -- -- 871 Croatia .4 .4 .3 -- -- 66,203 Czech Republic .4 .3 .4 .5 .5 78,721 Hungary 2.2 1.5 1.1 1.0 1.0 208,723 Kazakhstan -- -- -- -- -- 1,829 Poland 1.4 1.3 .8 1.3 1.3 152,905 Russian Federation 6.0 5.5 6.0 5.8 4.8 1,198,030 Ukraine -- -- -- -- -- 5,363 10.4 9.0 8.6 8.6 7.6 1,712,645 OTHER MARKETS Canada(2) -- .3 .7 -- -- 138,954 Dominican Republic -- -- -- -- -- 5,701 Egypt .2 .2 .2 .2 .2 47,516 Israel .3 .3 .5 4.3 3.3 104,614 Morocco .1 .1 -- .3 .2 6,898 Netherlands(2) -- -- -- -- -- 1,728 Nigeria .1 -- -- -- -- -- Portugal .1 -- -- -- -- -- South Africa 4.8 5.2 4.8 13.5 13.7 964,672 Turkey 2.0 2.0 2.0 1.3 1.7 398,994 United Kingdom(2) -- 1.2 2.3 -- -- 454,005 United States(2) -- .2 .1 -- -- 8,664 7.6 9.5 10.6 19.6 19.1 2,131,746 Multinational .5 .4 .4 74,498 Other(3) 1.6 .6 .8 165,992 Cash & equivalents 2.0 3.4 1.7 337,906 TOTAL 100.0% 100.0% 100.0% $19,945,477 (1) MSCI Emerging Markets Index also includes Jordan (0.2% at 6/30/03 and 0.2% at 12/31/03) and Pakistan (0.2% at 6/30/03 and 0.2% at 12/31/03). A dash indicates that the market is not included in the index. Source: MSCI Red Book. (2) Includes investments in companies incorporated in the region that have significant operations outside the region. (3) Includes stocks in initial period of acquisition. [End Sidebar] Turkish stocks rallied steadily as the economy showed significant improvement, corporate earnings recovered and the central bank lowered interest rates; inflation fell below 20%. South African stocks rose, with returns helped partly by the 12.0% appreciation of the rand versus the U.S. dollar. South African mining stocks climbed higher but lagged their global peers as the country's strong currency hurt margins and profitability at these companies. [Begin Sidebar] PERCENT CHANGE IN KEY MARKETS(1) Six months ended 12/31/03 Expressed in Expressed in U.S. dollars local currency ASIA-PACIFIC China (Free)(2) 58.9% 58.2% India 67.7 64.6 Indonesia (Free)(2) 30.4 33.2 Malaysia (Free)(2) 16.0 16.0 Pakistan 23.7 22.7 Philippines (Free)(2) 14.9 19.4 South Korea 25.5 25.2 Taiwan 26.5 24.1 Thailand (Free)(2) 76.5 66.3 LATIN AMERICA Argentina 33.5 39.0 Brazil (Free)(2) 63.6 64.6 Chile 43.5 21.3 Colombia 31.6 29.9 Mexico (Free)(2) 15.0 24.0 Peru 68.7 68.4 Venezuela -16.5 48.9 EASTERN EUROPE Czech Republic 30.0 21.4 Hungary 34.7 20.5 Poland 27.8 22.5 Russian Federation 20.1 --(3) OTHER MARKETS Egypt 48.1 50.8 Israel 4.7 6.1 Jordan 29.4 29.4 Morocco 15.0 6.8 South Africa 38.6 23.2 Turkey 80.1 78.4 Emerging Markets Growth Fund 31.6 (1) Including reinvestment of net dividends. All indexes are compiled by Morgan Stanley Capital International and are unmanaged. (2) The fund is invested in the "free" Brazilian, Chinese, Indonesian, Malaysian, Mexican, Philippine and Thai stock markets, which consist of securities than can be purchased by investors other than resident nationals. (3) Index is quoted in U.S. dollars only. [End Sidebar] FUND OVERVIEW Most of your fund's largest 10 holdings were also among its top performers. Investments in India, where the fund has almost 2.5 times the exposure of the index, were the largest contributors to returns. India's stock market rose 68% during the period and was the best-performing major market, followed by Brazil and China. India's large industrial conglomerate, Reliance Industries, and other Indian holdings including Infosys Technologies, ICICI Bank and HDFC Bank all had strong returns. Rising consumer demand, lower interest rates, and a strong domestic economy helped earnings at the banks and at Reliance. Stocks in the metals and mining sector were another area of strong performance for the fund, with Cia. Vale do Rio Doce (CVRD) in Brazil, Norilsk Nickel of Russia and Canada's Ivanhoe Mines (with operations in Mongolia), ranking among the top performers. We avoided investments in many Russian mining companies due to our concerns about corporate governance. This decision worked to the fund's benefit because many of these companies declined following the investigation into YUKOS. In the area of financials, the fund's Korean investments hurt results relative to the benchmark, as a funding crisis for many credit card companies resulted in Korean financial stocks performing badly. Our investment in LG Card was detrimental, as the company had difficulty obtaining funding and the quality of its loan portfolio was worse than previously disclosed. Overall, stock selection in the financial sector was strong despite the setback in Korea, and the fund's investments in banks in India, Brazil and Turkey contributed to results. The fund's underexposure to China and South Africa detracted from results when compared to the index. Holdings in the area of consumer staples were also a drag, as these defensive stocks trailed the broader market rally. Chinese domestically listed stocks were bid up by domestic investors, many of whom can invest only in the local markets, and also by foreign institutional investors. Since many of the Chinese-listed companies often have a poor record of corporate governance, the fund has sought exposure to China's economy through other avenues. This includes investments in companies with large exports to China, such as CVRD, which exports more than half its iron ore to China; through Hong Kong companies with manufacturing facilities and retail chains in mainland China; and through Taiwanese technology companies with operations in China. In South Africa, the fund added to investments in mining companies, utilizing weakness in that sector's stock prices to build up positions. Nevertheless, the fund still has fewer investments in the country, compared to the 14% weighting in the index. We took some profits in Mexico and Brazil during the period. In Mexico, the reduction in holdings came primarily from eliminating our investment in Telefonos de Mexico, the wireline operator that has seen a slowdown in revenue growth. Brazilian stocks have recovered from the depressed valuations of 2002 and we have used the rebound as an opportunity to trim those holdings and increase our exposure to other markets where we see better relative value. OUTLOOK The sharp rally has brought emerging markets stocks closer to the valuations of developed market equities. Still, given the sustained increase in corporate profits of many companies, emerging markets stocks at the end of 2003 traded below developed market equity valuations. But the case for emerging markets equities is not just one of valuations. The quality of companies across the emerging markets universe has improved significantly over the last few years, making many of them world-class corporations competing on a global basis. On a macroeconomic level, the dramatic decline in interest rates in many developing economies has reduced the risk premium associated with emerging markets equities. Moreover, many countries - from Thailand to Russia - that had negative or very low foreign reserves during the 1998 financial crisis, now have substantial foreign currency reserves. Additionally, most emerging markets currencies are now floating rate, enabling economies to better absorb financial shocks. So, although there is always the risk of an unforeseen event like SARS, the risk of a major dislocation due to macroeconomic factors has been reduced significantly. Governments in most countries, including India, Brazil, Russia, South Korea and China, have espoused centrist and pro-market economic policies. In India, state-owned enterprises are slowly but surely being auctioned off, creating dynamic new forces within the economy. In Russia, the government is attempting to bring a degree of transparency and accountability to companies run by the so-called oligarchs. Among potential flashpoints, we see some risk of a downturn in China from a possible economic slowdown, although the government is taking preventive measures to smooth out the credit cycle by raising bank reserve requirements and attempting to sell non-performing loan portfolios. In Thailand, cheap credit, made available due to policies promoted by the government, has created a consumer-led economic boom that requires close watching. The fund has increased its exposure to financial stocks primarily through recent purchases in Korean banks. We believe that stock prices reflected an overly negative scenario and that most banks will benefit from consolidation in the industry and the write-down of non-performing loans. The fund also has major financial stock holdings in India and Brazil. In India, we see the growth in mortgage and other consumer loans as providing additional areas of opportunity. Brazilian banks have strong franchises that have provided a return on equity in the high teens. The emerging markets continue to provide many areas of opportunity. However, given the recent rally that lifted almost every market, future returns are likely to vary considerably among markets and stocks, making stock selection an important factor in results. We look forward to reporting to you in another six months. Sincerely, /s/ Robert Ronus Robert Ronus Chairman of the Board /s/ Shaw B. Wagener Shaw B. Wagener President January 30, 2004 Here are the cumulative total returns and average annual total returns with all distributions reinvested for periods ended December 31, 2003: 10 years: 41.81%, or 3.56% a year; 5 years: 61.85%, or 10.11% a year; 12 months: 51.51%. FIGURES SHOWN ARE PAST RESULTS AND ARE NOT PREDICTIVE OF FUTURE PERIODS. THE RESULTS SHOWN ARE BEFORE TAXES ON FUND DISTRIBUTIONS AND SALE OF FUND SHARES. CURRENT AND FUTURE RESULTS MAY BE LOWER OR HIGHER THAN THOSE SHOWN. BECAUSE SHARE PRICES MAY DECLINE, THE VALUE OF YOUR HOLDINGS MAY DECREASE. INVESTING FOR SHORT PERIODS MAKES LOSSES MORE LIKELY. INVESTMENTS ARE NOT FDIC-INSURED, NOR ARE THEY DEPOSITS OF OR GUARANTEED BY A BANK OR ANY OTHER ENTITY. INVESTING OUTSIDE THE UNITED STATES IS SUBJECT TO ADDITIONAL RISKS, SUCH AS CURRENCY FLUCTUATIONS, POLITICAL INSTABILITY, DIFFERING SECURITIES REGULATIONS AND PERIODS OF ILLIQUIDITY, WHICH ARE DETAILED IN THE PROSPECTUS. THE INVESTMENT LANDSCAPE The geographic concentrations of assets found in Emerging Markets Growth Fund's (EMGF) portfolio rarely reflect a predetermined decision to concentrate our investment in a particular country or region. More often, these concentrations result from buy and sell decisions made stock-by-stock, based on intensive, proprietary research. While the emphasis of that research is on companies, EMGF's portfolio managers and analysts also keep a close eye on political and macroeconomic considerations that can affect our holdings. Here is our view of the investment landscape in the fund's five largest areas of concentration for the six-month period ended December 31, 2003. The five account for nearly two thirds of net assets. (Percentage changes for markets and stock prices are in U.S. dollars and are for the six-month period ended December 31, 2003, unless otherwise noted.) SOUTH KOREA (18.5% OF NET ASSETS) South Korea's economy remained sluggish as the increase in the country's exports and rising corporate capital investment did not entirely offset the sharp deceleration in consumer spending. A funding crisis faced by several credit card companies, and a corporate scandal involving SK Corp. further undermined investor confidence. Even in this difficult environment, stocks rose more than 25%, but trailed the stronger results of the emerging markets benchmark. Consumer demand declined steadily following a sharp reduction in loans made by credit card companies seeking to comply with stricter rules on lending which were enacted by government regulators in early 2003. The higher loan reserve requirements and other measures called for by the new regulation ended a three-year credit boom that had helped reinflate South Korea's economy after the 1998 Asian financial crisis. Greater investor and regulatory scrutiny of the balance sheets of financial institutions also revealed a much higher than expected level of non-performing loans at some credit card companies. These revelations prompted the bond markets and other investors to turn more cautious on lending to those companies. As a result, several credit card companies were unable to renew the short-term loans they use to finance their business. An ongoing consolidation in the financial industry meant most credit card companies were absorbed either by affiliated companies or other financial institutions. During the shakeout, LG Card had to be bailed out by a consortium of banks led by a quasi-government entity, the Korea Development Bank. Shares of financial companies had mixed results in this environment, with some stocks making strong gains and others declining. The relatively low valuation of financial company stocks on a historical basis attracted some investors. Although consumer demand was tepid, industrial production continued to grow and exports increased more than 20% over the corresponding period of the prior year. Many corporations focused on cost-cutting, although the results of wage battles were mixed and varied from industry to industry. A severe typhoon also hurt economic activity in certain areas. A global increase in technology spending supported revenue increases at companies like Samsung Electronics, and its stock rose 27% during the period. But shares of domestically oriented companies, including the telecommunication services providers, did not fare as well. INDIA (13.7% OF NET ASSETS) For the most recent six-month period, India was the sort of market that investors cite when making a case for investing in emerging markets stocks: there was rapid economic growth, an expanding consumer market, gradual liberalization of the economy, privatization of state-owned assets, significant infrastructure and power sector reform, and an improving political climate. The economy accelerated in the fourth quarter following the positive impact of the monsoons on the agricultural sector, which put money in the pockets of the vast rural populace. GDP growth for the fiscal year ending March 2004 is expected to be above 7%. With consumer spending on the rise, revenues and profitability climbed for a host of companies. Meanwhile, shares of power generation, industrial, and financial companies rose following legislation permitting the privatization of the power sector and changes in bankruptcy laws that made it easier for banks to foreclose on non-performing loans. A range of measures - including cost-cutting and streamlining products and operations - by many Indian corporations, has raised profitability. Indian conglomerates like Reliance Industries benefited from the increasing demand for petrochemicals. Additionally the global uptick in corporate spending on technology services helped stabilize the prices that Indian IT companies like Infosys Technologies could charge their global clients, allowing for better margins. The expanded use of generic drugs in many Western markets helped Indian pharmaceutical companies like Ranbaxy Laboratories and Dr. Reddy's Laboratories increase overseas market share. On the political front, the ruling Bharatiya Janata Party won three of four key state elections in December, improving its prospects in parliamentary elections that are likely to be held in the first half of 2004. Riding the positive momentum of the state elections, Indian Prime Minister Atal Behari Vajpayee took steps toward restoring normal diplomatic relations with Pakistan. This raised hopes of a regional peace agreement that would allow both countries to focus greater resources toward economic and social projects. BRAZIL (11.0% OF NET ASSETS) Brazilian stocks surged as the government, led by President Luiz Inacio Lula da Silva, forged ahead with fiscal reforms despite opposition from factions within its own party as well as the opposition. In addition, a significant decline in interest rates, a stable currency and a substantial drop in bond yields created a virtuous circle, allowing stocks to rise nearly 64% in the six-month period. The government did achieve a major success with the Congress's December passage of a social security bill aimed at saving the government more than $17 billion over the next 20 years. The measure should help cut the social security deficit which is currently estimated at nearly 3.8% of gross domestic product. Social security is a major contributor to the country's nominal public sector deficit. Although many more steps, including labor reform, are needed to make the economy more efficient and globally competitive, investors have been encouraged by the general direction of economic policies. The rating agency Standard & Poor's raised the outlook on Brazil to positive from stable. In December, Brazil received a 15-month extension of its $34 billion loan agreement with the International Monetary Fund, along with $6.6 billion in new funding. These developments are particularly impressive when one considers that, in 2002, Brazil needed an emergency credit line from the IMF in order to shore up waning investor confidence in the run-up to presidential elections. In return for continued IMF financial support, Brazil promised to maintain a primary budget surplus target equal to 4.25% of gross domestic product through 2004. On the monetary front, with inflation at less than 10%, the central bank lowered the key reference rate by a whopping 10 percentage points - from 26.0% to 16.0% - - during the six months. This raised hopes that GDP growth would improve from the estimated 1% rate recorded in 2003. In the stock market, metals and mining stocks such as CVRD had the best results during the period, benefiting from robust demand from China and strong global commodity prices. Shares of utility companies also rose in anticipation of an economic recovery and expectations that the government would propose a new regulatory model for the sector. TAIWAN (10.3% OF NET ASSETS) Taiwan's economy picked up momentum on the back of a global recovery in technology spending and strong demand from mainland China, where the island sends an estimated 30% of its exports. Taiwanese domestic consumption grew, unemployment started to decline and banks reported loan growth, all of which seemed to indicate that the economy was picking up after three years of declining or relatively flat GDP numbers. Taiwanese corporations regained some pricing power and saw strong earnings growth. Taiwanese stocks rose more than 26% but trailed the broader emerging markets as, late in the year, investors took profits in technology stocks that had gained in the second and third quarters. Technology shares represent over half the market capitalization of the Taiwan market. Stocks in the semiconductor sector in particular were subject to profit-taking. The fund continued to hold investments in many Taiwanese technology companies on the view that capital expenditure on technology upgrades has not yet happened on a broad scale. Moreover, the semiconductor industry has not yet overbuilt capacity as it did in previous cycles. On the political front, the increase in rhetoric between Taiwan and China over the issue of the island's sovereignty dampened market sentiment. Tensions rose after Taiwan lawmakers, on the insistence of President Chen Shui-bian, passed a bill allowing the island to hold a referendum on a measure which would enable the government to take certain steps in the event of an external threat. Although many political observers see the referendum as election-year politicking by a Taiwanese leader locked in a tight race for the presidency - elections are scheduled for March 2004 - investors have nonetheless stepped back, apparently fearful of increased market volatility. From a technical perspective, foreign investor demand for Taiwanese stocks could grow in anticipation of changes to the MSCI Emerging Markets Index. MSCI has announced that it will increase the weight of Taiwanese stocks in the benchmark sometime in 2004. MEXICO (9.3% OF NET ASSETS) Mexican stocks rose 15% during the six-month period, but trailed the performance of many other major emerging markets, held back by a sluggish economy that started to show some vigor only toward the end of 2003. As inflation and interest rates remained low, companies in many sectors had limited ability to raise prices, which dampened the outlook for profit growth. The peso also lost value versus the U.S. dollar during the period. On the macro front, the government led by President Vicente Fox was weakened further when the governing party lost seats in the July congressional elections. As a result, political gridlock continued to hamper much-needed reforms, especially in the electricity sector where inefficiency has held back output and investment. Political intransigency also blocked the government's proposed fiscal reforms, which were rejected by the Congress in December. The country's appeal as a low-cost production base for U.S. companies is also being undermined by lower-cost wages in Asia. Nevertheless, the steady recovery in the U.S. economy has created some demand for Mexican goods and, according to Mexican government estimates, the country's non-oil exports started to grow toward the end of 2003. Although overall stock market results have been lackluster compared with the broader emerging markets, returns have varied substantially by company and sector. America Movil, which consolidated its position as Latin America's leading wireless services provider through acquisitions in Argentina, Ecuador, Brazil and El Salvador, rose nearly 46%. Consumer stocks such as Kimberly-Clark de Mexico and Wal-Mart de Mexico did not do as well and trailed the domestic market. However, despite the slow economy, consumer companies such as Wal-Mart de Mexico sustained double-digit profit growth through increased market share and cost controls. The fund trimmed its exposure to Mexico, primarily by eliminating its investment in Telefonos de Mexico, which has seen a slowdown in both revenue and earnings growth. ABOUT THE FUND AND ITS ADVISER Emerging Markets Growth Fund (EMGF) was organized in 1986 by the International Finance Corporation (IFC), an affiliate of the World Bank, as a vehicle for investing in the securities of companies based in developing countries. The premise behind the formation of the fund was that rapid growth in these countries could create very attractive investment opportunities. It also was felt that the availability of equity capital would stimulate the development of capital markets and encourage countries to liberalize their investment regulations. An affiliate of Capital International, Inc., the fund's current investment adviser, was selected by the IFC from a number of global investment firms to manage EMGF. Capital International is one of The Capital Group Companies. These companies form one of the world's most experienced investment advisory organizations, with roots dating back to 1931. These companies have been involved in international investing since the 1950s. Capital International employs a value-oriented, research-driven approach. Capital International and its institutional management affiliates maintain a global investment intelligence network that continues to grow and currently employs more than 132 investment professionals based on three continents. They include analysts and portfolio managers, born in over 25 countries, who speak a variety of languages. These professionals travel millions of miles each year, keeping a close watch on industry trends and government actions and scrutinizing thousands of companies. As EMGF has grown, its adviser has devoted increased resources to the task of evaluating and managing investments in developing countries. Currently, the organization has 28 analysts covering these countries, compared with four in 1986; these analysts also manage a portion of the fund. Most of its assets are managed by nine portfolio managers, compared with two in 1986; both of the original managers, incidentally, are still with the fund. Capital International's research effort focuses heavily on regions as well as on individual countries. It is an intensive effort that combines company and industry analysis with a political and macroeconomic overview, and we believe it has given our family of companies -- and the funds they manage, including Emerging Markets Growth Fund -- a competitive edge. EMERGING MARKETS GROWTH FUND INVESTMENT PORTFOLIO, DECEMBER 31, 2003 (unaudited) Equity Securities -------------------------------------------------------- SECTOR DIVERSIFICATION Common stocks Preferred Convertible Bonds Percent of stocks bonds net assets Information technology 20.41% - - - 20.41% Financials 15.33 2.14% .01% - 17.48 Telecommunication services 11.26 2.93 .01 .12% 14.32 Materials 10.41 1.75 - .01 12.17 Energy 10.12 .75 - .01 10.88 Consumer staples 8.24 1.17 - .04 9.45 Consumer discretionary 5.11 .05 - .02 5.18 Industrials 2.66 .10 - - 2.76 Utilities 2.22 - - - 2.22 Health care 1.26 - - - 1.26 Other .61 - - 1.57 2.18 87.63% 8.89% .02% 1.77% 98.31 Short-term securities 3.97 Excess of payables over cash and receivables (including foreign currency contracts) (2.28) Net assets 100.00% Shares or Market Percent EQUITY SECURITIES principal value of net (common and preferred stocks and convertible bonds) amount (000) assets Argentina - 0.36% BI SA (acquired 10/21/93, cost: $4,567,000) (1) (2) 4,952,159 $ 1,458 0.01 % Grupo Financiero Galicia SA, Class B (2) 5 - - Hidroneuquen SA (acquired 11/11/93, cost: $29,183,000) (1) (2) (3) 28,022,311 890 .00 Nortel Inversora SA, Class B, preferred (ADR) (2) 4,529,300 26,496 0.13 Telecom Argentina STET-France Telecom SA, Class B (ADR) (2) 4,906,346 42,931 0.22 71,775 0.36 Brazil - 10.66% Aracruz Celulos SA, Class B, preferred nominative (ADR) 1,144,100 40,089 0.20 Banco Itau Holding Financeira SA, preferred nominative 1,503,671,800 149,327 Banco Itau Holding Financeira SA, preferred nominative (ADR) 240,000 11,705 0.81 Brasil Telecom Participacoes SA, ordinary nominative 435,079,900 2,747 Brasil Telecom Participacoes SA, preferred nominative 854,191,000 6,387 Brasil Telecom Participacoes SA, preferred nominative (ADR) 827,000 31,261 0.20 Cia. de Bebidas das Americas - AmBev, ordinary nominative 20,067,000 4,409 Cia. de Bebidas das Americas - AmBev, preferred nominative (ADR) 6,253,860 159,536 0.82 Cia. Vale do Rio Doce, ordinary nominative 444,000 26,041 Cia. Vale do Rio Doce, ordinary nominative (ADR) 2,722,146 159,246 Cia. Vale do Rio Doce, Class A, preferred nominative 233,600 11,898 Cia. Vale do Rio Doce, Class A, preferred nominative (ADR) 4,832,652 248,930 2.24 EMBRAER - Empresa Brasileira de Aeronautica SA, preferred nominative (ADR) 590,699 20,692 0.10 Embratel Participacoes SA, ordinary nominative (2) 4,136,429,000 20,181 0.10 Itausa - Investimentos Itau SA, preferred nominative 225,625,106 266,222 1.33 New GP Capital Partners, LP, Class B (acquired 1/28/94, cost: $16,206,000) (1)(2)(3) 27,000 3,444 0.02 Petroleo Brasileiro SA - Petrobras, ordinary nominative 891,310 25,937 Petroleo Brasileiro SA - Petrobras, ordinary nominative (ADR) 2,023,600 59,170 Petroleo Brasileiro SA - Petrobras, preferred nominative 885,056 23,397 Petroleo Brasileiro SA - Petrobras, preferred nominative (ADR) 4,769,080 127,144 1.18 Tele Celular Sul Participacoes SA, ordinary nominative 4,388,760,565 4,601 Tele Celular Sul Participacoes SA, preferred nominative (ADR) 2,396,400 34,388 0.19 Tele Centro Oeste Celular Participacoes SA, preferred nominative 1,106,600,000 3,680 Tele Centro Oeste Celular Participacoes SA, preferred nominative (ADR) 4,423,338 43,570 0.24 Telecomunicacoes de Sao Paulo SA, ordinary nominative 94,300,000 1,191 Telecomunicacoes de Sao Paulo SA, preferred nominative 1,434,922,000 22,492 0.12 Telecomunicacoes Brasileiras SA, preferred nominative (ADR) 694,000 23,471 0.12 Tele Leste Celular Participacoes SA, ordinary nominative (2) 3,849,076,542 1,105 Tele Leste Celular Participacoes SA, preferred nominative (ADR) (2) 583,543 8,094 0.05 Telemar Norte Leste SA, Class A, preferred nominative 3,274,868,000 65,271 0.33 Telemig Celular Participacoes SA, ordinary nominative 1,489,281,349 3,973 Telemig Celular Participacoes SA, preferred nominative (ADR) 1,064,058 34,156 0.19 Telemig Celular SA, Class G, preferred nominative 385,295,000 5,599 0.03 Tele Nordeste Celular Participacoes SA, ordinary nominative 3,036,599,336 3,183 Tele Nordeste Celular Participacoes SA, preferred nominative (ADR) 1,300,174 36,327 0.20 Tele Norte Celular Participacoes SA, ordinary nominative (2) (3) 9,099,521,561 3,589 Tele Norte Celular Participacoes SA, preferred nominative (ADR) (2) (3) 395,642 4,320 0.04 Tele Norte Leste Participacoes SA, ordinary nominative 1,097,215,283 13,364 Tele Norte Leste Participacoes SA, preferred nominative 5,506,798,676 86,546 Tele Norte Leste Participacoes SA, preferred nominative (ADR) 2,481,400 38,288 0.69 Telesp Celular Participacoes SA, preferred nominative (ADR) (2) 14,256,600 93,808 0.47 Unibanco-Uniao de Bancos Brasileiros SA, units (GDS) 6,031,354 150,482 0.75 Usinas Siderurgicas de Minas Gerais SA, Class A, preferred nominatiive 4,028,298 47,322 0.24 2,126,583 10.66 Canada - 0.70% Crew Development Corp. (2) 2,925,000 2,281 0.01 Ivanhoe Mines Ltd. (2) (3) 17,189,000 136,673 0.69 138,954 0.70 Chile - 1.02% Banco Santander - Chile (ADR) 1,811,815 43,085 0.22 Cia. de Telecomunicaciones de Chile SA (ADR) 3,221,535 48,162 0.24 Embotelladora Andina SA, Class A, preferred nominative (ADR) (3) 3,610,050 37,906 Embotelladora Andina SA, Class B, preferred nominative (ADR) (3) 3,220,273 35,294 0.37 Enersis SA (2) 84,446,000 12,221 Enersis SA (ADR) (2) 3,631,100 26,725 0.19 203,393 1.02 China - 3.22% BYD Co. Ltd. (Hong Kong) (3) 13,299,000 35,036 0.18 China International Marine Containers (Group) Co. Ltd., Class B (2) 10,069,645 19,277 0.10 China Life Insurance Co. Ltd. (Hong Kong) (2) 3,657,300 2,992 China Life Insurance Co. Ltd. (ADR) (2) 2,524,300 83,226 0.43 China Merchants Holdings (International) Co. Ltd. (Hong Kong) 18,502,000 24,431 0.12 China Mobile (Hong Kong) Ltd. 19,523,800 59,986 China Mobile (Hong Kong) Ltd. (ADR) 364,600 5,662 0.33 China Oilfield Services Ltd. (Hong Kong) 70,138,000 24,848 0.13 China Petroleum & Chemical Corp. (Hong Kong) 59,874,000 26,803 0.13 China Shipping Development Co. Ltd. (Hong Kong) 22,456,000 16,634 0.08 China Southern Airlines Co. Ltd. (Hong Kong) (2) 21,614,200 9,258 0.05 China Telecom Corp. Ltd. (Hong Kong) 140,277,800 57,828 0.29 Huaneng Power International, Inc. (Hong Kong) 41,442,000 71,806 0.36 Jiangsu Expressway Co. Ltd. (Hong Kong) 580,227 308 .00 Lianhua Supermarket Holdings Co. Ltd. (Hong Kong) (2) 11,034,000 11,656 0.06 PetroChina Co. Ltd. (Hong Kong) 70,046,100 40,155 0.20 Sinopec Shanghai Petrochemical Co. Ltd. (Hong Kong) 56,028,000 24,901 0.13 Tong Ren Tang Technologies Co. Ltd. (Hong Kong) (3) 5,529,900 9,724 0.05 Tsingtao Brewery Co. Ltd. (Hong Kong) 7,260,000 8,511 0.04 UBS AG Call Warrants on Baoshan Iron & Steel Co. Ltd., A Shares, expire October 11, 2004 (2) 45,217,800 38,625 0.19 Yanzhou Coal Mining Co. Ltd. (Hong Kong) 47,049,000 47,579 0.24 Zhejiang Expressway Co. Ltd. (Hong Kong) 31,876,000 22,380 0.11 641,626 3.22 Colombia - 0.10% Bancolombia SA (ADR) 3,695,521 19,734 0.10 Croatia - 0.33% PLIVA DD (GDR) 4,061,556 66,203 0.33 Czech Republic - 0.39% CESKY TELECOM, AS 6,942,540 78,721 0.39 Egypt - 0.24% Egyptian Company for Mobile Services S.A.E. 3,870,000 47,516 0.24 Hong Kong - 0.96% ASM Pacific Technology Ltd. 4,139,000 18,129 0.09 China.com Corp., Class A (2) 2,963,600 23,916 0.12 Clear Media Ltd. (2) 22,774,000 14,669 0.07 Fountain Set (Holdings) Ltd. 8,024,000 5,479 0.03 Global Bio-chem Technology Group Co. Ltd. 41,766,600 25,827 0.13 Harbin Brewery Group Ltd. (3) 60,993,000 24,554 0.12 Hopewell Holdings Ltd. 30,770,000 47,369 0.24 Texwinca Holdings Ltd. 43,510,700 31,670 0.16 191,613 0.96 Hungary - 1.05% Magyar Tavkozlesi Rt. 16,913,287 64,001 Magyar Tavkozlesi Rt. (ADR) 1,537,100 28,759 0.46 MOL Magyar Olaj- es Gazipari Rt., Class A 603,202 18,246 MOL Magyar Olaj- es Gazipari Rt., Class A (GDR) 291,300 8,885 0.14 National Savings and Commercial Bank Ltd. (2) 6,932,890 88,832 0.45 208,723 1.05 India - 13.68% Bajaj Auto Ltd. 1,220,295 30,509 0.15 Bharat Heavy Electricals Ltd. 7,749,645 86,133 0.43 Bharat Petroleum Corp. Ltd. 3,312,600 32,827 0.16 Bharti Tele-Ventures Ltd. (2) 11,614,620 26,858 0.14 BSES Ltd. (GDR) 1,431,100 47,226 0.24 Cummins India Ltd. (3) 10,446,937 29,307 0.15 Dr. Reddy's Laboratories Ltd. 1,365,156 42,925 Dr. Reddy's Laboratories Ltd. (ADR) 112,807 3,570 0.23 GlaxoSmithKline Consumer Healthcare Ltd. 1,262,700 8,899 0.04 Grasim Industries Ltd. 39 1 .00 HDFC Bank Ltd. 5,577,552 44,804 HDFC Bank Ltd. (ADR) 794,000 24,249 0.35 Hindustan Lever Ltd. 62,266,098 280,095 1.40 Housing Development Finance Corp. Ltd. (3) 19,593,306 278,294 1.40 I.T.C. Ltd. 906,531 19,617 0.10 ICICI Bank Ltd. (3) 13,193,690 85,766 ICICI Bank Ltd. (ADR) (3) 11,175,175 191,989 1.39 Infosys Technologies Ltd. (3) 3,697,638 452,723 2.27 Larsen & Toubro Ltd. 2,206,928 25,599 0.13 Maruti Udyog Ltd. (2) 554,800 4,580 0.02 Ranbaxy Laboratories Ltd. 3,480,687 83,877 0.42 Reliance Industries Ltd. 57,950,784 730,409 Reliance Industries Ltd. (GDR) 422,900 13,110 3.73 SET India Ltd. (acquired 5/15/00, cost: $34,131,000) (1) (2) 106,250 2,604 0.01 SET Satellite (Singapore) Pte. Ltd. (acquired 5/15/00, cost: $73,162,000) (1) (2) 2,847,112 5,797 0.03 State Bank of India 5,840,100 69,073 State Bank of India (GDR) 406,259 13,203 0.41 Sun Pharmaceutical Industries Ltd. 1,480,000 19,396 0.10 Tata Power Co. Ltd. (2) 754,279 5,200 0.03 Wipro Ltd. 1,264,180 48,288 Wipro Ltd. (ADR) 213,455 10,289 0.29 Zee Telefilms Ltd. 3,407,727 11,247 0.06 2,728,464 13.68 Indonesia - 2.97% PT Astra International Tbk 137,034,384 81,471 0.41 PT Gudang Garam 11,721,500 18,955 0.10 PT Hanjaya Mandala Sampoerna Tbk (3) 256,401,300 136,432 0.68 Perusahaan Perseroan (Persero) PT Telekomunikasi Indonesia Tbk, Class B 431,705,351 346,494 1.74 PT Ramayana Lestari Sentosa Tbk 17,317,500 8,957 0.04 592,309 2.97 Israel - 0.52% "Bezeq" The Israel Telecommunication Corp. Ltd. 41,352,700 47,497 0.24 Metalink Ltd. (2) 226,500 1,585 0.01 Nova Measuring Instruments Ltd. (2) 586,000 3,446 0.01 Orbotech Ltd. (2) (3) 2,177,525 52,086 0.26 104,614 0.52 Kazakhstan - 0.01% OJSC Kazkommertsbank (ADR) (acquired 9/10/97, cost: $1,466,000) (1) (2) 72,877 1,829 0.01 Malaysia - 3.16% Astro All Asia Networks PLC (2) 47,119,600 54,808 0.27 British American Tobacco (Malaysia) Bhd. 1,217,300 13,935 0.07 EON Capital Bhd. (2) 11,273,000 13,350 0.07 Genting Bhd. 6,847,600 29,913 0.15 Hong Leong Bank Bhd. 24,190,000 33,102 0.16 IJM Corp. Bhd. 16,512,714 20,250 0.10 IJM Plantations Bhd. (2) 6,605,085 1,947 0.01 IOI Corp. Bhd. 34,325,300 69,554 0.35 Malayan Banking Bhd. 43,273,450 109,892 0.55 Malaysian Pacific Industries Bhd. 473,800 2,120 0.01 Maxis Communications Bhd. 67,584,900 134,281 0.67 Resorts World Bhd. 5,925,600 15,750 0.08 Road Builder (M) Holdings Bhd. 23,013,000 21,560 0.11 S P Setia Berhad Group (3) 34,837,100 32,087 0.16 Tanjong PLC 13,061,800 37,123 0.19 UMW Holdings Bhd. (3) 25,827,796 41,121 0.21 630,793 3.16 Mexico - 9.19% America Movil SA de CV, Series A 18,275,000 25,002 America Movil SA de CV, Series L 27,412,500 37,772 America Movil SA de CV, Series L (ADR) 20,945,200 572,642 3.19 America Telecom SA de CV, Series A1 (2) 1,831,300 2,368 0.01 Apasco, SA de CV 9,995,845 82,497 0.41 Cemex, SA de CV, ordinary participation certificates, units 2,319,659 12,146 Cemex, SA de CV, ordinary participation certificates, units (ADR) 518,295 13,579 0.13 Coca-Cola FEMSA, SA de CV, Series L (ADR) (2) 485,700 10,316 0.05 Consorcio International Hospital, SA de CV, convertible preferred, units (acquired 9/25/97, cost: $4,827,000) (1) (2) 23,970 - - Controladora Comercial Mexicana, SA de CV, units 24,883,500 25,061 0.13 Fomento Economico Mexicano, SA de CV (ADR) 4,533,180 167,184 Fomento Economico Mexicano, SA de CV, units 2,131,900 7,882 0.88 Grupo Financiero BBVA Bancomer, SA de CV, Series B (2) 137,025,400 117,241 0.59 Grupo Industrial Bimbo, SA de CV, Series A 6,540,375 12,294 0.06 Grupo Mexico SA de CV (2) 3,162,546 8,126 0.04 Grupo Televisa, SA, ordinary participation certificates (ADR) 4,997,232 199,190 1.00 Industrias Penoles, SA de CV 458,300 2,075 0.01 Kimberly-Clark de Mexico, SA de CV, Class A, ordinary participation certificates 45,975,300 118,011 0.59 Organizacion Soriana, SA de CV, Series B (2) 5,855,900 12,954 0.06 Wal-Mart de Mexico, SA de CV, Series C 34,588,933 92,669 Wal-Mart de Mexico, SA de CV, Series V 101,980,391 291,126 Wal-Mart de Mexico, SA de CV, Series V (ADR) 847,132 23,720 2.04 1,833,855 9.19 Morocco - 0.03% Holcim (Maroc) SA, Class A 46,585 5,308 0.02 Societe des Brasseries du Maroc 12,332 1,590 0.01 6,898 0.03 Peru - 0.38% Cia. de Minas Buenaventura SA 456,485 12,924 Cia. de Minas Buenaventura SA (ADR) 1,329,234 37,591 0.25 Credicorp Ltd. 1,970,562 26,307 0.13 76,822 0.38 Philippines - 0.57% ABS-CBN Holdings Corp. (Philippine Deposit Receipts) (2) 27,285,750 12,298 0.06 Ayala Corp. 67,315,250 6,310 0.03 Ayala Land, Inc. 97,485,230 10,721 0.06 Bank of the Philippine Islands 833,200 698 .00 Bayan Telecommunications Holdings Corp., Class A (acquired 2/12/98, cost: $1,850,000) (1) (2) 724,790 - Bayan Telecommunications Holdings Corp., Class B (acquired 2/12/98, cost: $616,000) (1) (2) 241,431 - - GLOBE TELECOM, Inc. 678,048 10,512 0.05 International Container Terminal Services, Inc. 19,533,588 1,162 0.01 Philippine Long Distance Telephone Co. (2) 1,748,330 30,573 Philippine Long Distance Telephone Co. (ADR) (2) 992,286 17,286 Philippine Long Distance Telephone Co., convertible preferred shares, Series III (GDS) 50,664 2,412 0.25 SM Prime Holdings, Inc. 186,666,700 21,874 0.11 113,846 0.57 Poland - 0.77% Bank Polska Kasa Opieki SA 808,495 23,406 0.12 Bank Przemyslowo-Handlowy SA 236,299 22,487 Bank Przemyslowo-Handlowy SA (GDR) 420 19 0.11 Bank Zachodni WBK SA 2,003,085 40,647 0.21 Telekomunikacja Polska SA 16,336,834 66,346 0.33 152,905 0.77 Russian Federation - 5.55% Baring Vostok Private Equity Fund (acquired 12/15/00, cost: $13,087,000) (1) (2) (3) (4) 13,087,057 13,392 0.07 JSC MMC "Norilsk Nickel" (ADR) 4,900,170 325,861 1.63 LUKoil Holding (ADR) 5,817,059 541,568 2.72 New Century Capital Partners, LP (acquired 12/7/95, cost: $5,486,000) (1) (2) (4) 5,250,000 2,282 0.01 OAO Gazprom (ADR) 2,010,304 52,067 OAO Gazprom (ADR) (acquired 10/21/96, cost: $5,646,000) (1) 363,900 9,425 0.31 OAO Moscow City Telephone Network 3,007,500 38,797 0.19 Wimm-Bill-Dann Foods (ADR) (2) 1,735,900 29,510 0.15 YUKOS Oil Co. (ADR) 2,229,422 93,636 0.47 1,106,538 5.55 Singapore - 0.04% Noble Group Ltd. 3,923,000 7,393 0.04 South Africa - 4.84% Anglo American Platinum Corp. Ltd. 1,128,072 49,328 0.25 Gold Fields Ltd. 3,237,609 46,381 Gold Fields Ltd. (ADR) 490,000 6,831 0.27 Harmony Gold Mining Co. Ltd. 4,961,000 80,745 Harmony Gold Mining Co. Ltd. (ADR) 1,049,800 17,038 0.49 Impala Platinum Holdings Ltd. 1,889,882 164,429 0.82 Nedcor Ltd. 9,430,053 87,747 0.44 Sappi Ltd. 2,502,045 34,155 0.17 Sasol Ltd. 22,081,093 314,673 1.58 South Africa Capital Growth Fund, LP, Class A (acquired 8/25/95, cost: $893,000) (1) 2,180 331 South Africa Capital Growth Fund, LP, Class D (acquires 8/25/95, cost: $5,387,000) (1) 13,650 2,073 0.01 South African Private Equity Fund III, LP (acquired 9/23/98, cost: $19,301,000) (1) (3) (4) 22,535 12,088 0.06 South African Private Equity Fund III, Ltd. (acquired 10/6/00, cost: $7,556,000) (1) (4) 7,798 7,495 0.04 Standard Bank Group Ltd. 15,097,600 88,733 0.45 Telkom SA Ltd. 5,051,300 52,625 0.26 964,672 4.84 South Korea - 18.50% Cheil Communications Inc. 171,750 24,948 0.13 CJ Home Shopping Co. Ltd. 185,959 8,244 0.04 Daewoo Shipbuilding & Marine Engineering Co., Ltd. (2) 2,279,300 29,281 Daewoo Shipbuilding & Marine Engineering Co., Ltd. (GDR) (2) 1,148,490 28,942 0.29 ENTERPRISEnetworks Inc. (acquired 5/18/00, cost: $21,675,000) (1) (2) 321,716 - - Hanaro Telecom, Inc. (2) 2,021,671 5,542 0.03 Hankook Tire Co., Ltd. 6,052,370 45,736 0.23 Hyundai Development Co. (3) 4,443,274 46,074 0.23 Hyundai Marine & Fire Insurance Co., Ltd. 363,070 10,639 0.05 Hyundai Motor Co. 2,442,164 103,551 Hyundai Motor Co., nonvoting preferred 500,730 9,628 0.57 INI Steel Co. (GDS) 3,016,480 25,640 0.13 Kookmin Bank 10,125,055 379,583 Kookmin Bank (ADR) 1,457,154 55,139 2.18 KorAm Bank 537,100 6,314 0.03 Korea Electric Power Corp. 10,312,760 185,301 0.93 Korea Exchange Bank (2) 1,563,910 4,228 0.02 Korea Gas Corp. 2,691,370 55,929 0.28 KT Corp. 1,293,000 48,420 KT Corp. (ADR) 1,575,018 30,036 0.39 KT Freetel Co., Ltd. 649,776 10,420 0.05 LG Ad Inc. 136,700 2,399 0.01 LG Card Co., Ltd. 7,731,384 19,767 LG Card Co., Ltd. 3.00% convertible notes, January 21, 2009 KRW2,882,100,000 1,237 0.11 LG Electronics Inc. 3,051,630 150,147 0.75 LG Engineering & Construction Co., Ltd. (3) 2,589,070 38,803 0.20 Nong Shim Co., Ltd. 219,800 44,108 0.22 POSCO 588,115 80,489 0.40 Pulmuone Co., Ltd. 227,550 10,890 0.06 Samsung Electronics Co., Ltd. 2,307,459 873,773 Samsung Electronics Co., Ltd. (GDS) 3,045,994 572,647 Samsung Electronics Co., Ltd., nonvoting preferred (GDS) 1,380 139 7.25 Samsung Fire & Marine Insurance Co., Ltd. (3) 2,781,311 159,966 0.80 Samsung SDI Co., Ltd. 1,145,876 135,177 Samsung SDI Co., Ltd. (GDR) 621,500 18,396 0.77 Samsung Securities Co., Ltd. 1,635,400 35,015 0.18 Shinhan Financial Group Co., Ltd. 13,470,110 215,454 Shinhan Financial Group Co., Ltd. (ADR) 190,950 6,120 1.11 SK Telecom Co., Ltd. 652,120 108,960 SK Telecom Co., Ltd. (ADR) 2,637,990 49,199 0.79 Woori Finance Holdings Co., Ltd. 9,277,000 53,123 0.27 3,689,404 18.50 Taiwan - 10.32% Advanced Semiconductor Engineering, Inc. (2) (3) 213,991,191 220,239 1.10 Ambit Microsystems Corp. 12,924,600 34,112 0.17 Asia Corporate Partners Fund, Class B (acquired 3/12/96, cost: $9,305,000) (1) 39,360 5,896 0.03 ASUSTeK Computer Inc. 19,034,125 42,098 ASUSTeK Computer Inc. (GDR) 234,356 527 0.21 AU Optronics Corp. (2) 19,239,000 22,524 0.11 Compal Electronics, Inc. 11,323,210 15,527 Compal Electronics, Inc. (GDS) 129,720 902 0.08 Delta Electronics, Inc. 25,442,655 32,638 0.16 Fubon Financial Holding Co., Ltd. 54,003,000 51,758 0.26 High Tech Computer Corp. 2,474,640 9,086 High Tech Computer Corp. (GDR) (2) 548,400 8,007 0.09 Hon Hai Precision Industry Co., Ltd. 24,749,064 97,434 Hon Hai Precision Industry Co., Ltd. (GDR) 2,162,893 17,195 0.58 Mediatek Incorporation 9,873,850 92,886 0.47 President Chain Store Corp. 39,171,217 60,068 0.30 Quanta Computer Inc. 91,897,395 226,288 Quanta Computer Inc. (GDR) (2) 1,877,100 22,713 1.25 Realtek Semiconductor Corp. 12,765,600 21,834 0.11 Seres Capital (Cayman) (acquired 3/12/96, cost: $12,000) (1) (3) 2 19 Seres Capital (Cayman), nonvoting (acquired 3/12/96, cost: $63,000) (1) (3) 8 93 .00 Siliconware Precision Industries Co., Ltd. (2) 76,508,000 78,516 Siliconware Precision Industries Co., Ltd. (ADR) (2) 165,800 854 0.40 SinoPac Holdings 75,739,000 38,417 0.19 Taiwan Hon Chuan Enterprise Co., Ltd. (3) 6,687,368 8,500 Taiwan Hon Chuan Enterprise Co., Ltd., rights, expire January 12, 2004 (2) (3) 567,132 119 0.04 Taiwan Semiconductor Manufacturing Co., Ltd. (2) 420,525,334 787,477 3.95 Test-Rite International Co., Ltd. 14,583,915 9,075 0.05 Tong Yang Industry Co., Ltd. (3) 21,298,340 31,718 0.16 United Microelectronics Corp. (2) 27,208,550 23,349 0.12 VIA Technologies, Inc. (3) 75,934,150 98,529 0.49 2,058,398 10.32 Thailand - 1.31% Advanced Info Service PCL 25,580,400 54,605 0.28 BEC World PCL 3,260,900 18,617 0.09 Electricity Generating PCL 6,108,747 14,815 Electricity Generating PCL, nonvoting depositary receipts 10,384,600 23,610 0.19 PTT Exploration and Production PCL 978,800 6,528 0.03 Siam Cement PCL 2,794,800 19,486 Siam Cement PCL, nonvoting depositary receipts 13,632,290 87,473 0.54 Siam City Cement PCL 6,159,224 35,476 0.18 260,610 1.31 Turkey - 1.93% Akbank Turk AS 7,024,550,800 36,826 0.19 Aktas Elektrik Ticaret AS (2) 4,273,718 - - Anadolu Efes Biracilik ve Malt Sanayii AS (3) 7,461,336,666 94,198 0.47 Eregli Demir ve Celik Fabrikalari TAS (2) 407,040,241 12,049 0.06 Migros Turk TAS (3) 3,087,583,198 44,266 0.22 TUPRAS-Turkiye Petrol Rafinerileri AS 2,124,450,200 17,729 0.09 Turkcell Iletisim Hizmetleri AS (2) 783,171,722 7,821 0.04 Turkiye Garanti Bankasi AS (2) 6,321,010,194 18,485 0.09 Turkiye Is Bankasi AS, Class C (2) 24,464,369,624 99,463 0.50 Yapi ve Kredi Bankasi AS (2) 26,284,552,320 54,369 0.27 385,206 1.93 Ukraine - 0.01% JKX Oil & Gas PLC 2,334,015 2,265 0.01 United Kingdom - 2.28% Anglo American PLC 16,622,613 356,581 1.79 Antofagasta PLC 4,584,930 86,265 0.43 Oxus Gold PLC (2) 7,720,000 11,159 0.06 454,005 2.28 United States of America - 0.03% AsiaInfo Holdings, Inc. (2) 936,540 6,256 0.03 Venezuela - 0.17% Cia. Anonima Nacional Telefonos de Venezuela (CANTV), Class D (ADR) 2,174,589 33,184 0.17 Vietnam - 0.05% Vietnam Enterprise Investments Ltd., Class C (acquired 8/25/03, cost: $4,202,000) (1) (2) (3) 4,120,000 4,202 Vietnam Enterprise Investments Ltd., Redeemable (acquired 9/20/01, cost: $4,230,000) (1) (2) (3) 4,392,828 4,876 0.05 9,078 0.05 Multinational - 0.37% Capital International Global Emerging Markets Private Equity Fund, LP (acquired 6/30/99, cost: $43,129,000) (1) (3) (4) 56,000 37,644 0.19 New Asia East Investment Fund Ltd., Class A (acquired 5/23/96, cost: $1,061,000) (1) (3) (4) 293,600 689 New Asia East Investment Fund Ltd., Class B (acquired 5/23/96, cost: $14,483,000) (1) (3) (4) 4,006,400 9,404 0.05 New Europe East Investment Fund Ltd., Class B (acquired 6/4/93, cost: $22,790,000) (1) (2) (3) 436 21,386 0.11 Pan Asia Special Opportunities Fund (Cayman) (acquired 10/18/00, cost: $5,914,000) (1) (2) (3) (4) 600,000 5,375 0.02 74,498 0.37 Miscellaneous - 0.83% Equity securities in initial period of acquisition 165,992 0.83 Total equity securities (cost: $11,973,837,000) 19,254,675 96.54 Units or Market Percent BONDS AND NOTES principal value of net amount (000) (000) assets Argentina - 0.27% Multicanal SA: 9.25% February 1, 2002 (5) $ 2,609 $ 1,083 10.50% February 1, 2007 (6) 1,244 516 10.50% April 15, 2018 (6) 2,289 950 13.125% April 15, 2009 (6) 1,122 466 0.01 % Republic of Argentina: 1.162% August 3, 2012 (7) 35,970 22,652 7.00%/15.50% December 19, 2008 (6) (7) 2,000 550 9.75% September 19, 2027 (6) 4,830 1,256 11.375% January 30, 2017 (6) 670 191 11.75% April 7, 2009 (6) 9,460 2,696 Payment-in-Kind Bonds: 12.00% June 19, 2031 (6) 5,877 1,484 12.25% June 19, 2018 (6) 589 150 0.15 Telecom Argentina STET-France Telecom SA: 0% July 7, 2003 Agent - Bank of Tokyo-Mitsubishi Trust Company/ Loan Participation Agreements (participation - Credit Suisse First Boston International) (5) (8) 12,100 9,377 0% September 25, 2003 Agent - Bank of America, N.A./ Loan Participation Agreements (participation- Credit Suisse First Boston International) (5) (8) 3,965 3,073 0% October 7, 2003 Agent - Bank of America, N.A./ Loan Participation Agreements 3,965 3,073 (participation- Credit Suisse First Boston International) (5) (8) Series K, 7.25% July 1, 2002 (5) EUR 3,205 3,158 Series 1, 8.375% April 8, 2004 (6) 1,145 1,128 Series 2, 9.50% July 2, 2004 (6) 1,480 1,458 0.11 53,261 0.27 Brazil - 0.32% Federal Republic of Brazil: 10.00% January 16, 2007 $ 550 619 10.00% August 7, 2011 14,050 15,596 10.25% June 17, 2013 1,500 1,691 11.00% August 17, 2040 18,605 20,559 Capitalization Payment-in-Kind Bond, 8.00% April 15, 2014 11,905 11,771 Debt Conversion Bond, Series L, 2.063% April 15, 2012 (7) 13,570 12,349 MYDFA Trust 2.00% September 15, 2007 (acquired 10/2/96, cost: $1,387,000) (1) (7) 1,468 1,386 New Money Bond, Series L, 2.063% April 15, 2009 (7) 599 569 0.32 64,540 0.32 Bulgaria - 0.00% Republic of Bulgaria 8.25% January 15, 2015 735 871 .00 Colombia - 0.18% Republic of Colombia: 7.625% February 15, 2007 2,635 2,846 8.625% April 1, 2008 2,875 3,119 10.00% January 23, 2012 4,560 5,016 10.375% January 28, 2033 8,537 9,199 10.75% January 15, 2013 4,016 4,588 11.375% January 31, 2008 EUR 5,975 8,571 11.75% February 25, 2020 $ 1,340 1,621 0.18 34,960 0.18 Dominican Republic - 0.03% Dominican Republic: 2.063% August 30, 2024 (7) 500 360 9.04% January 23, 2013 575 440 9.04% January 23, 2013 (acquired 1/16/03, cost: $2,400,000) (1) 2,400 1,836 9.50% September 27, 2006 1,322 1,117 9.50% September 27, 2006 (acquired 9/20/01, cost: $2,308,000) (1) 2,305 1,948 0.03 5,701 0.03 Guatemala - 0.00% Republic of Guatemala 9.25% August 1, 2013 (acquired 8/6/03, cost: $867,000) (1) 865 960 .00 India - 0.04% Hindustan Lever Ltd. 9.00% January 1, 2005 INR 55,599 7,731 0.04 Mexico - 0.06% Innova, S de RL 12.875% Senior Notes due April 1, 2007 $ 235 240 .00 United Mexican States Government: 7.50% April 8, 2033 775 804 7.625% October 1, 2004 EUR 7,262 9,438 11.375% September 15, 2016 $ 775 1,101 0.06 11,583 0.06 Netherlands - 0.01% Cellco Finance NV 12.75% August 1, 2005 1,550 1,728 0.01 Nigeria - 0.00% Central Bank of Nigeria, warrants, 0% November 15, 2020 1 - - Panama - 0.03% Republic of Panama: 9.375% January 16, 2023 2,162 2,367 9.375% April 1, 2029 1,505 1,701 Interest Reduction Bond, 1.938% July 17, 2014 (7) 2,171 2,051 0.03 6,119 0.03 Peru - 0.07% Republic of Peru: 9.125% February 21, 2012 5,816 6,514 9.875% February 6, 2015 7,047 8,210 0.07 14,724 0.07 Philippines - 0.05% Republic of Philippines: 9.125% February 22, 2010 (acquired 10/22/03, cost: $736,000) (1) EUR 600 784 10.625% March 16, 2025 $ 8,420 9,409 0.05 10,193 0.05 Russian Federation - 0.46% Russian Federation: 5.00% March 31, 2030 (7) 33,695 32,600 5.00% March 31, 2030 (acquired 8/25/00, cost: $25,259,000) (1) (7) 53,855 52,105 8.25% March 31, 2010 1,500 1,680 8.25% March 31, 2010 (acquired 8/25/00, cost: $3,529,000) (1) 4,559 5,107 0.46 91,492 0.46 Turkey - 0.07% Republic of Turkey: 7.75% April 14, 2005 EUR 6535 8,542 9.50% January 15, 2014 $ 1,525 1,769 11.875% January 15, 2030 2,135 2,904 Treasury Bills: 0% March 3, 2004 (9) TRL352,040,000 241 0% August 18, 2004 (9) 540,000,000 332 0.07 13,788 0.07 Ukraine - 0.02% Ukraine Government 7.65% June 11, 2013 (acquired 6/6/03, cost: $2,999,000) (1) $ 2,965 3,098 0.02 United States of America - 0.01% Freeport-McMoRan Copper & Gold, Inc. 10.125% Senior Notes due February 1, 2010 2,080 2,408 0.01 Venezuela - 0.15% Petrozuata Finance, Inc., Series B, 8.22% April 1, 2017 (acquired 4/12/02, cost: $1,169,000) (1) 1,520 1,406 0.01 Republic of Venezuela: 9.25% September 15, 2027 23,270 21,292 10.75% September 19, 2013 (acquired 9/12/03, cost: $4,828,000) (1) 5,150 5,523 10.75% September 19, 2013 (acquired 10/16/03, cost: $1,345,000) (1) 1,415 1,518 0.14 29,739 0.15 Total bonds and notes (cost: $267,733,000) 352,896 1.77 Units or Market Percent Short-term securities principal value of net amount (000) (000) assets Corporate short-term notes - 1.76% ANZ (DE) Inc. 1.08% due 1/9/04 $ 4,900 $ 4,899 0.02 % BNP Paribas Financing Inc. 1.01%-1.04% due 1/2-2/2/04 96,600 96,538 0.48 Ciesco L.P. 1.05% due 1/9/04 25,000 24,993 0.13 Dexia Delaware LLC 1.06%-1.07% due 1/8-1/26/04 47,058 47,027 0.24 HBOS Treasury Services PLC 1.08% due 1/2/04 50,000 49,997 0.25 International Business Machines Corp. 1.00% due 1/2/04 15,500 15,499 0.08 Pitney Bowes Inc. 1.05% due 1/5/04 15,000 14,998 0.07 Preferred Receivables Funding Corp. 1.09% due 1/22/04 26,500 26,482 0.13 UBS Finance Delaware LLC 1.03% due 1/2/04 41,400 41,398 0.21 USAA Capital Corp. 1.02%-1.04% due 1/8-1/9/04 29,000 28,993 0.15 350,824 1.76 Federal agency discount notes - 1.15% Fannie Mae 1.03%-1.05% due 1/2/04 70,000 69,996 0.35 Federal Home Loan Bank Discount Corp. 1.04%-1.06% due 1/2/04 84,000 83,995 0.42 International Bank for Reconstruction and Development 0.93% due 1/2/04 75,000 74,996 0.38 228,987 1.15 U.S. government short-term obligations - 0.63% U.S. Treasury Bills 0.89%-0.92% due 1/2/04 126,800 126,794 0.63 Certificates of deposit - 0.34% Wells Fargo & Co. 1.07% due 1/2/04 68,000 68,000 0.34 Non-U.S. currency - 0.05% Taiwan New Dollar TWD 319,012 9,408 0.05 Non-U.S. government short-term obligations - 0.04% Turkish Government Bond 9.50% due 3/15/04 EUR 3,635 4,620 Turkish Government Treasury Bill 0% 1/28-12/15/04 (9) TRL6,808,720,000 4,113 0.04 8,733 0.04 Total short-term securities (cost: $792,077,000) 792,746 3.97 Total investment securities (cost: $13,033,647,000) 20,400,317 102.28 Net unrealized depreciation on foreign currency contracts (10) (9,869) (0.05) Excess of payables over cash and receivables (444,971) (2.23) Net assets $19,945,477 100.00 % (1) Purchased in a private placement transaction (not including purchases of securities that were publicly offered in the primary local market but were not registered under U.S. securities laws); resale to the public may require registration in the country where the primary market is located, and no right to demand registration exists. As of December 31, 2003, the total market value and cost of such securities were $228,363,000 and $397,055,000 respectively, and the market value represented 1.14% of net assets. (2) Non-income-producing securities. (3) This issuer represents investment in an affiliate as defined in the Investment Company Act of 1940. This definition includes, but is not limited to, issuers in which the fund owns more than 5% of the outstanding voting securities. New Asia East Investment Fund Ltd., New Europe East Investment Fund Ltd., and Capital International Global Emerging Markets Private Equity Fund, LP are considered affiliates since these issuers have the same investment adviser as the fund. (4) Includes an unfunded capital commitment representing a binding commitment made by the fund which may be paid in the future. (5) Security is currently in default pending restructuring; no principal payment received on the scheduled maturity date. (6) Security is currently in default. (7) Coupon rate may change periodically. (8) Participation interests were acquired through the financial institution indicated parenthetically. (9) Represents a zero coupon bond that may convert to a coupon-bearing security at a later date. (10) As of December 31, 2003, the net unrealized foreign currency contracts payable consists of the following: Contract amount U.S. valuation at 12/31/2003 Unrealized appreciation Non-U.S. U.S. Amount (depreciation) (000) (000) (000) (000) SALES: Czech Koruna to Euro expiring 3/3-12/10/04 CZK1,054,604/EUR32,792 $ 40,959 $ 40,787 $ 172 Hungarian Forint to Euro expiring 3/3-6/3/04 HUF20,805,906/EUR73,826 92,356 95,460 (3,104) Mexican Peso to U.S. Dollar expiring 1/27-12/23/04 MXN1,449,225 124,702 125,265 (563) Polish Zloty to Euro expiring 5/17/04 PLN53,979/EUR11,551 14,451 14,226 225 South African Rand to U.S. Dollar expiring 1/23-6/8/04 ZAR1,727,025 246,371 252,970 (6,599) FOREIGN CURRENCY CONTRACTS ---NET $(9,869) ABBREVIATIONS Securities: ADR = American Depositary Receipts GDR = Global Depositary Receipts GDS = Global Depositary Shares Non-U.S. currency: CZK- Czech Koruna EUR - Euro HUF - Hungarian Forint INR - Indian Rupee KRW - Korean Won MXN - Mexican Peso PLN - Polish Zloty TRL - Turkish Lira TWD - Taiwan New Dollar ZAR - South African Rand See Notes to Financial Statements Equity securities added to the portfolio since June 30, 2003 Akbank Turk Astro All Asia Networks AU Optronics "Bezeq" The Israel Telecommunication Corp. BSES China Life Insurance China Shipping Development CJ Home Shopping Embratel Participacoes Enersis EON Capital Fountain Set (Holdings) Fubon Financial Holding Genting Grupo Financiero BBVA Bancomer Grupo Mexico Hanaro Telecom Hankook Tire Harbin Brewery Group Hopewell Holdings Huaneng Power International INI Steel I.T.C. Korea Exchange Bank Larsen & Toubro LG Ad Lianhua Supermarket Holdings Maruti Udyog Mediatek Noble Group Nong Shim PT Gudang Garam PT Ramayana Lestari Sentosa Pulmuone Resorts World S P Setia Berhad Group SinoPac Holdings Sinopec Shanghai Petrochemical Tata Power Telemar Norte Leste Tsingtao Brewery TUPRAS-Turkiye Petrol Rafinerileri UBS AG Call Warrants on Baoshan Iron & Steel VIA Technologies Woori Finance Holdings Equity securities eliminated from the portfolio since June 30, 2003 Accton Technology Bank Rozwoju Eksportu Benq CESKE RADIOKOMUNIKACE Charoen Pokphand Feedmill China National Aviation China Unicom Cia. de Petroleos de Chile (COPEC) Cia. Energetica de Minas Gerais - CEMIG Cipla Compeq Manufacturing Digital China Holdings Dimension Data Holdings Dusit Thani Empresas CMPC Gencor HCL Technologies ING Bank Slaski Kumgang Korea Chemical Largan Precision Legend Holdings Lenenergo LG Petrochemical MTN Group Nestle (Malaysia) Polski Koncern Naftowy "ORLEN" PT Indofood Sukses Makmur Quilmes Industrial Samsung Electro-Mechanics Shangri-La Asia Sinopec Beijing Yanhua Petrochemical Sociedad Minera El Brocal Star Publications (Malaysia) Surgutneftegas Telefonos de Mexico Turkiye Sise ve Cam Fabrikalari Unified Energy System of Russia United Bank for Africa Universal Robina Xstrata Yageo Yapi Kredi Koray Yue Yuen Industrial FINANCIAL STATEMENTS STATEMENT OF ASSETS AND LIABILITIES (Unaudited) at December 31, 2003 (dollars in thousands, except per-share data) ASSETS: Investment securities at market: Unaffiliated issuers (cost: $11,422,846) $17,957,502 Affiliated issuers (cost: $1,610,801) 2,442,815 $20,400,317 Cash 96 Receivables for-- Sales of investments 27,473 Sales of fund's shares 23,842 Dividends and interest 101,151 Non-U.S. taxes 14,393 166,859 20,567,272 LIABILITIES: Payables for-- Purchases of investments 3,741 Unfunded capital commitments 30,150 Repurchases of fund's shares 487,814 Open forward currency contracts 9,869 Investment advisory fee 9,953 Other fees and expenses 3,203 Non-U.S. taxes 77,065 621,795 NET ASSETS AT DECEMBER 31, 2003 -- Equivalent to $61.09 per share on 326,489,555 shares of $0.01 par value capital stock outstanding (authorized capital stock -- 400,000,000 shares) $19,945,477 NET ASSETS CONSIST OF: Capital paid in on shares of capital stock $16,679,620 Distributions in excess of net investment income (93,757) Accumulated net realized loss (3,921,551) Net unrealized appreciation 7,281,165 NET ASSETS AT DECEMBER 31, 2003 $19,945,477 See Notes to Financial Statements. STATEMENT OF OPERATIONS (Unaudited) for the six months ended December 31, 2003 (dollars in thousands) INVESTMENT INCOME: Income: Dividends (net of non-U.S. withholding tax of $26,221; $209,580 also includes $25,180 from affiliates) Interest (net of non-U.S. withholding tax of $242) 20,728 $ 230,308 Fees and Expenses: Investment advisory services 56,099 Custodian 7,760 Registration statement and prospectus 21 Auditing and legal 215 Reports to shareholders 16 Directors' compensation 203 Other 202 64,516 Net investment income 165,792 REALIZED GAIN AND UNREALIZED APPRECIATION ON INVESTMENTS: Net realized gain before non-U.S. taxes (includes 796,162 $46,175 net loss from affiliates) Non-U.S. taxes (385) Net realized gain 795,777 Net change in unrealized appreciation on investment securities 4,112,985 Net change in unrealized depreciation on open forward currency contracts 26,845 Net change in unrealized appreciation 4,139,830 Non-U.S. taxes (72,745) Net change in unrealized appreciation on investments 4,067,085 Net realized gain and net change in unrealized appreciation on investments 4,862,862 NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 5,028,654 FINANCIAL STATEMENTS STATEMENT OF CHANGES IN NET ASSETS (dollars in thousands) (unaudited) Six months ended Year ended December 31, June 30, 2003 2003 OPERATIONS: Net investment income $ 165,792 $ 311,877 Net realized gain (loss) on investments 795,777 (1,718,672) Net change in unrealized appreciation on investments 4,067,085 2,368,758 Net increase in net assets resulting from operations 5,028,654 961,963 DIVIDENDS AND DISTRIBUTIONS PAID TO SHAREHOLDERS: Dividends from net investment income (412,626) (180,200) CAPITAL SHARE TRANSACTIONS: Proceeds from shares sold: 7,813,808 and 19,286,400 shares, respectively 428,924 795,692 Proceeds from shares issued in reinvestment of net investment income dividends: 6,472,738 and 3,939,072 shares, respectively 378,267 164,417 Cost of shares repurchased: 28,551,399 and 45,350,474 shares, respectively (1,632,127) (1,845,514) Net decrease in net assets resulting from capital share transactions (824,936) (885,405) TOTAL INCREASE (DECREASE) IN NET ASSETS 3,791,092 (103,642) NET ASSETS: Beginning of period 16,154,385 16,258,027 End of period (including distributions in excess of net investment income and undistributed net investment income: $(93,757) and $153,077, respectively) $19,945,477 $16,154,385 See Notes to Financial Statements NOTES TO FINANCIAL STATEMENTS 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION - Emerging Markets Growth Fund, Inc. (the "fund") is registered under the Investment Company Act of 1940 as an open-end, interval investment company ("open-end interval fund"). As an open-end interval fund, the fund offers its shareholders the opportunity to purchase and redeem shares on a periodic basis. The fund's investment objective is to seek long-term capital growth by investing primarily in equity securities of issuers in developing countries. SIGNIFICANT ACCOUNTING POLICIES - The financial statements have been prepared to comply with accounting principles generally accepted in the United States of America. These principles require management to make estimates and assumptions that affect reported amounts and disclosures. Actual results could differ from those estimates. The following is a summary of the significant accounting policies followed by the fund: SECURITY VALUATION - Equity securities are valued at the official closing price of, or the last reported sale price on, the principal exchange or market on which such securities are traded, as of the close of business or, lacking any sales, at the last available bid price. Bonds and notes are valued at prices obtained from a pricing service. However, where the investment adviser deems it appropriate, they will be valued at the mean quoted bid and asked prices or at prices for securities of comparable maturity, quality, and type. Short-term securities with original maturities of one year or less maturing within 60 days are valued at amortized cost, which approximates market value. Forward currency contracts are valued at the mean of their representative quoted bid and asked prices. Securities and assets for which representative market quotations are not readily available are valued at fair value as determined in good faith under policies approved by the fund's Board. 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 securities transactions are determined based on the specific identified cost of the securities. In the event a security is purchased with a delayed payment date, the fund will segregate liquid assets sufficient to meet its payment obligations. Dividend income is recognized on the ex-dividend date and interest income is recognized on an accrual basis. Market discounts, premiums and original issue discounts on bonds, notes, and short-term securities are amortized daily over the expected life of the security. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS - Dividends and distributions paid to shareholders are recorded on the ex-dividend date. NON-U.S. CURRENCY TRANSLATION - Assets and liabilities denominated in non-U.S. currencies are translated into U.S. dollars at the exchange rates in effect at the end of the reporting period. Purchases and sales of investment securities and income and expenses are translated into U.S. dollars at the exchange rates on the dates of such transactions. In the accompanying financial statements, the effects of changes in non-U.S. exchange rates on investment securities and other assets and liabilities are included with the net realized gain or loss and net change in unrealized appreciation or depreciation on investments. UNFUNDED CAPITAL COMMITMENTS - Unfunded capital commitments represent agreements which obligate the fund to meet capital calls in the future. Payment would be made when a capital call is requested. Capital calls can only be made if and when certain requirements have been fulfilled; thus, the timing of such capital calls cannot readily be determined. Unfunded capital commitments are recorded at the amount that would be paid when and if capital calls are made. FORWARD CURRENCY CONTRACTS - The fund may enter into forward currency contracts, which represent agreements to exchange non-U.S. currencies on specific future dates at predetermined rates. The fund enters into these contracts to manage its exposure to changes in exchange rates arising from its investments. Upon entering into these contracts, risks may arise from the potential inability of counterparties to meet the terms of their contracts and from possible movements in non-U.S. exchange rates and securities' values underlying these instruments. The face or contract amount in U.S. dollars reflects the total exposure the fund has in that particular contract. On a daily basis, the fund values forward currency contracts based on the applicable exchange rates and records unrealized gains or losses. The fund records realized gains or losses at the time the forward contact is closed or offset by another contract with the same broker for the same settlement date and currency. 2. NON-U.S. INVESTMENTS INVESTMENT RISK - The risks of investing in securities of non-U.S. issuers may include, but are not limited to, investment and repatriation restrictions, revaluation of currencies, adverse political, social and economic developments, government involvement in the private sector, limited and less reliable investor information, lack of liquidity, certain local tax law considerations, and limited regulation of the securities markets. TAXATION - Dividend and interest income is recorded net of non-U.S. taxes paid. Gains realized by the fund on the sale of securities in certain countries are subject to non-U.S. taxes. The fund records an estimated liability based on unrealized gains to provide for potential non-U.S. taxes payable upon the sale of these securities. As of December 31, 2003, accrued non-U.S. taxes on unrealized gains were $76,367,000, which were included in the payable for non-U.S. taxes. The receivable for non-U.S. taxes includes $13,447,000 related to India capital gains taxes that are currently in dispute and under appeal. Additional amounts totaling $4,091,000 may be paid in the future involving the related issue. Based upon the advice of outside counsel, management believes that it is likely that this dispute will be resolved in favor of the fund. If this dispute is ultimately resolved unfavorably, it will not have a material adverse effect on the fund's financial position or results of operations. CURRENCY GAINS AND LOSSES - Net realized currency losses on dividends, interest, withholding taxes reclaimable, forward contracts and other receivables and payables, on a book basis, were $60,035,000 for the six months ended December 31, 2003. 3. FEDERAL INCOME TAXATION The fund complies with the requirements under Subchapter M of the Internal Revenue Code applicable to regulated investment companies 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 are based on net investment income and net realized gains determined on a tax basis, which may differ from net investment income and net realized gains for financial reporting purposes. These differences are due primarily to differing treatment for items such as non-U.S. currency gains and losses, capital losses related to sales of securities within 30 days of purchase, and unrealized appreciation or depreciation of certain investments in non-U.S. securities. 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. The tax character of the distribution paid of $412,626,000 was ordinary income. As of December 31, 2003, distributions in excess of net investment income and currency losses on a tax basis were $41,054,000. As of December 31, 2003, the accumulated net capital losses were $3,819,987,000. Net capital loss carryforwards were $527,984,000, $240,316,000, $22,933,000, $1,583,277,000 and $1,873,586,000 expiring in 2007, 2008, 2009, 2010 and 2011, respectively. The capital loss carryforward will be used to offset any capital gains realized by the fund in the current year or in subsequent years through the expiration date. The fund will not make distributions from capital gains while a capital loss carryforward remains. As of December 31, 2003, the cost of investment securities, excluding forward currency contracts, and cash denominated in non-U.S. currencies for federal income tax reporting purposes was $13,210,559,000. Net unrealized appreciation on investments, excluding forward currency contracts, aggregated $7,113,391,000, net of accumulated deferred taxes totaling $76,367,000 of which $7,739,162,000 related to appreciated securities and $625,771,000 related to depreciated securities. 4. FEES AND TRANSACTIONS WITH RELATED PARTIES INVESTMENT ADVISORY SERVICES FEE - The Investment Advisory and Service Agreement with Capital International, Inc. (CII) provides for monthly management service fees, accrued weekly. CII is wholly owned by Capital Group International, Inc., which is wholly owned by The Capital Group Companies, Inc. These fees are based on an annual rate of 0.90% on the first $400 million of the fund's net assets; 0.80% of such assets in excess of $400 million but not exceeding $1 billion; 0.70% of such assets in excess of $1 billion but not exceeding $2 billion; 0.65% of such assets in excess of $2 billion but not exceeding $4 billion; 0.625% of such assets in excess of $4 billion but not exceeding $6 billion; 0.60% of such assets in excess of $6 billion but not exceeding $8 billion; 0.58% of such assets in excess of $8 billion but not exceeding $11 billion; 0.56% of such assets in excess of $11 billion but not exceeding $15 billion; 0.54% of such assets in excess of $15 billion but not exceeding $20 billion; and 0.52% of such assets in excess of $20 billion. TRANSFER AGENT FEE - The fund has an agreement with American Funds Service Company (AFS), the transfer agent for the fund. AFS is a wholly owned indirect subsidiary of The Capital Group Companies, Inc. Under this agreement, the fund compensates AFS for transfer agency services including shareholder recordkeeping, communications and transaction processing. Transfer agent fees were $1,000 for the six months ended December 31, 2003. DEFERRED DIRECTORS' FEES - Since the adoption of the deferred compensation plan in 1998, Directors who are unaffiliated with CII 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 the American Funds. These amounts represent general, unsecured liabilities of the fund and vary according to the total returns of the selected funds. Directors' compensation in the accompanying financial statements includes the current fees (either paid in cash or deferred) and the net increase or decrease in the value of the deferred amounts. Directors' compensation for the six months ended December 31, 2003 was $203,000, representing $119,000 in current fees (either paid in cash or deferred) and $84,000 in net increase in the value of deferred compensation amounts. As of December 31, 2003, the cumulative amount of these liabilities was $507,000. This amount is included with other fees and expenses. AFFILIATED OFFICERS AND DIRECTORS - Officers and certain Directors of the fund are or may be considered to be affiliated with CII. No affiliated officers and Directors received any compensation directly from the fund. 5. RESTRICTED SECURITIES The fund has invested in certain securities for which resale may be limited (for example, in the U.S., to qualified institutional buyers) or which are otherwise restricted. These securities are identified in the investment portfolio. As of December 31, 2003, the total value of restricted securities was $228,363,000, which represents 1.14% of the net assets of the fund. 6. INVESTMENT TRANSACTIONS AND OTHER DISCLOSURES The fund made purchases and sales of investment securities, excluding short-term securities, of $3,672,880,000 and $4,678,720,000, respectively, during the six months ended December 31, 2003. The fund receives a reduction in its custodian fee equal to the amount of interest calculated on certain cash balances held at the custodian bank. For the six months ended December 31, 2003, the custodian fee of $7,760,000 is reported net of an $11,000 reduction. 7. TRANSACTIONS WITH AFFILIATES If the fund owns more than 5% of the outstanding voting securities of an issuer, the fund's investment in that issuer represents an investment in an affiliate as defined in the Investment Company Act of 1940. In addition, New Asia East Investment Fund Ltd., New Europe East Investment Fund Ltd., and Capital International Global Emerging Markets Private Equity Fund, LP are considered affiliates since these issuers have the same investment adviser as the fund. A summary of the fund's transactions in the securities of affiliated issuers during the six months ended December 31, 2003 is as follows: Beginning Purchases/ Sales/ Ending Issuer shares additions reductions shares AFFILIATED ISSUERS: Advanced Semiconductor Engineering 206,961,992 35,458,199 28,429,000 213,991,191 Anadolu Efes Biracilik ve Malt Sanayii 3,837,732,296 4,797,165,370 1,173,561,000 7,461,336,666 BYD 13,299,000 - - 13,299,000 Cummins India 10,446,937 - - 10,446,937 Embotelladora Andina 6,830,323 - - 6,830,323 Harbin Brewery Group 28,832,000 32,161,000 - 60,993,000 Housing Development Finance 20,930,306 - 1,337,000 19,593,306 Hyundai Development 4,443,274 - - 4,443,274 ICICI Bank 29,308,965 - 4,940,100 24,368,865 Infosys Technologies 3,689,710 333,289 325,361 3,697,638 Ivanhoe Mines 18,100,000 - 911,000 17,189,000 LG Engineering & Construction 2,289,280 299,790 - 2,589,070 Migros Turk 4,665,319,198 - 1,577,736,000 3,087,583,198 Orbotech 2,365,525 - 188,000 2,177,525 PT Hanjaya Mandala Sampoerna 256,401,300 - - 256,401,300 S P Setia Berhad - 34,837,100 - 34,837,100 Samsung Fire & Marine Insurance 2,473,491 307,820 - 2,781,311 Taiwan Hon Chuan Enterprise 6,090,000 1,164,500 - 7,254,500 Tele Norte Celular Participacoes 9,099,917,203 - - 9,099,917,203 Tong Ren Tang Technologies 4,623,900 906,000 - 5,529,900 Tong Yang Industry 20,678,000 620,340 - 21,298,340 UMW Holdings 14,464,678 11,363,118 - 25,827,796 VIA Technologies - 75,934,150 - 75,934,150 AFFILIATED PRIVATE EQUITY FUNDS/PRIVATE PLACEMENTS: Baring Vostok Private Equity Fund 13,087,057 - - 13,087,057 Capital International Global Emerging Markets Private Equity Fund 56,000 - - 56,000 Hidroneuquen 28,022,311 - - 28,022,311 New Asia East Investment Fund 4,300,000 - - 4,300,000 New Europe East Investment Fund 436 - - 436 New GP Capital Partners 27,000 - - 27,000 Pan Asia Special Opportunities Fund 600,000 - - 600,000 Seres Capital 10 - - 10 South African Private Equity Fund III 22,535 - - 22,535 Vietnam Enterprise Investments 4,392,828 4,120,000 - 8,512,828 UNAFFILIATED ISSUERS (1): AsiaInfo Holdings 3,133,450 - 2,196,910 936,540 Bank Zachodni WBK 2,326,206 - 323,121 2,003,085 China Oilfield Services 100,409,100 - 30,271,100 70,138,000 China.com 5,500,600 - 2,537,000 2,963,600 LG Card 6,113,084 1,618,300 - 7,731,384 Philippine Long Distance Telephone 9,697,150 - 6,905,870 2,791,280 PT Astra International 236,137,384 - 99,103,000 137,034,384 Yapi ve Kredi Bankasi 49,373,134,320 - 23,088,582,000 26,284,552,320 Yapi Kredi Koray 1,210,400,000 - 1,210,400,000 - Market value of Dividend of affiliates at income 12/31/03 (000) (000) AFFILIATED ISSUERS: Advanced Semiconductor Engineering - $ 220,239 Anadolu Efes Biracilik ve Malt Sanayii - 94,198 BYD - 35,036 Cummins India $ 459 29,307 Embotelladora Andina 481 73,200 Harbin Brewery Group 110 24,554 Housing Development Finance 4,966 278,294 Hyundai Development 1,546 46,074 ICICI Bank 7,412 277,755 Infosys Technologies 1,205 452,723 Ivanhoe Mines - 136,673 LG Engineering & Construction 1,802 38,803 Migros Turk - 44,266 Orbotech - 52,086 PT Hanjaya Mandala Sampoerna 3,674 136,432 S P Setia Berhad 63 32,087 Samsung Fire & Marine Insurance - 159,966 Taiwan Hon Chuan Enterprise 209 8,619 Tele Norte Celular Participacoes - 7,909 Tong Ren Tang Technologies - 9,724 Tong Yang Industry 457 31,718 UMW Holdings 891 41,121 VIA Technologies 786 98,529 AFFILIATED PRIVATE EQUITY FUNDS/PRIVATE PLACEMENTS: Baring Vostok Private Equity Fund - 13,392 Capital International Global Emerging Markets Private Equity Fund 84 37,644 Hidroneuquen - 890 New Asia East Investment Fund - 10,093 New Europe East Investment Fund - 21,386 New GP Capital Partners - 3,444 Pan Asia Special Opportunities Fund - 5,375 Seres Capital 122 112 South African Private Equity Fund III - 12,088 Vietnam Enterprise Investments - 9,078 UNAFFILIATED ISSUERS (1): AsiaInfo Holdings - - Bank Zachodni WBK - - China Oilfield Services 133 - China.com - - LG Card - - Philippine Long Distance Telephone 89 - PT Astra International 691 - Yapi ve Kredi Bankasi - - Yapi Kredi Koray - - $25,180 $2,442,815 (1) Affiliated during the period but no longer affiliated at December 31, 2003 FINANCIAL HIGHLIGHTS SIX MONTHS ENDED YEAR ENDED JUNE 30 DECEMBER 31, 2003 (1) (2) 2003 2002 2001 2000 1999 Net asset value, beginning of period $47.41 $44.80 $48.21 $68.69 $55.53 $46.05 INCOME FROM INVESTMENT OPERATIONS: Net investment income .50 .92 .35 .68 .58 1.48 Net realized and unrealized gain (loss) on investments 14.44 2.21 (3.07) (20.80) 13.56 8.00 Total income(loss) from investment operations 14.94 3.13 (2.72) (20.12) 14.14 9.48 LESS DISTRIBUTIONS: Dividends from net investment income (1.26) (.52) (.69) (.36) (.98) ___ Net asset value, end of period $61.09 $47.41 $44.80 $48.21 $68.69 $55.53 Total return 31.64% (3) 7.14% (5.64)% (29.31)% 25.63% 20.59% RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (in millions) $19,945 $16,154 $16,258 $17,634 $22,639 $18,147 Ratio of expenses to average net assets .70% (4) .70% .70% .68% .71% .73% Ratio of net income to average net assets 1.81% (4) 2.14% 1.27% 1.25% 1.11% 3.03% Portfolio turnover rate 20.55% (3) 33.70% 26.22% 26.10% 35.86% 33.71% (1) Unaudited. (2) Starting with the six months period ended December 31, 2003, the per-share data is based on average shares outstanding. (3) Based on operations for the period shown and, accordingly, not representative of a full year's operations. (4) Annualized. BOARD OF DIRECTORS AND DIRECTOR EMERITUS "NON-INTERESTED" DIRECTORS Year first elected a Director Name and age of the fund (1) Principal occupation(s) during past five years COLLETTE D. CHILTON, 46 1999 President and Chief Investment Officer, Lucent Asset Management Corp. KHALIL FOULATHI, 52 1996 Executive Director, Abu Dhabi Investment Authority BEVERLY L. HAMILTON, 57 1991 Investment management adviser; retired President, ARCO Investment Management Company DAVID F. HOLSTEIN, 48 2001 Managing Director, Global Equities, General Motors Investment Management Corporation RAYMOND KANNER, 50 1997 Director, Global Equity Investments, IBM Retirement Funds HELMUT MADER, 61 1986 Former Director, Deutsche Bank AG WILLIAM ROBINSON, 65 1986 Director, Deutsche Asset Management Australia Limited GERRIT RUSSELMAN, 58 2001 Advisor to the Managing Director Investments, Pensioenfonds PGGM AJE K. SAIGAL, 47 2000 Director, Investment Policy and Strategy, Government of Singapore Investment Corporation Pte. Limited "NON-INTERESTED" DIRECTORS Number of boards within the fund complex (2) on which Name and age Director serves Other directorships (3) held by Director COLLETTE D. CHILTON, 46 1 None KHALIL FOULATHI, 52 1 Thuraya Telecommunications Company BEVERLY L. HAMILTON, 57 1 MassMutual Services and Institutional Funds; Oppenheimer Funds DAVID F. HOLSTEIN, 48 1 None RAYMOND KANNER, 50 1 None HELMUT MADER, 61 1 None WILLIAM ROBINSON, 65 1 Southern Mining Corporation GERRIT RUSSELMAN, 58 1 Industri Kapital Limited AJE K. SAIGAL, 47 1 None "INTERESTED" DIRECTORS (4) Year first elected a Director or Principal occupation(s) during past five years Name, age and officer and positions held with affiliated entities or the position with fund of the fund (1) principal underwriter of the fund ROBERT RONUS, 61 2003 Vice Chairman of the Board, Capital Guardian Chairman of the Board Trust Company (5); Non-Executive Chair, The Capital Group Companies, Inc. (6) NANCY ENGLANDER, 59 1991 Senior Vice President, Capital International, Inc. Vice Chairman of the Board DAVID I. FISHER, 64 1986 Chairman of the Board, Capital Group Vice Chairman of the Board International, Inc. (5) SHAW B. WAGENER, 44 1997 Chairman of the Board, Capital International, Inc. President VICTOR D. KOHN, 46 1996 President and Director, Capital International, Inc. Executive Vice President "INTERESTED" DIRECTORS (4) Number of boards within the fund complex (2) Name, age and on which position with fund Director serves Other directorships (3) held by Director ROBERT RONUS, 61 1 None Chairman of the Board NANCY ENGLANDER, 59 1 None Vice Chairman of the Board DAVID I. FISHER, 64 1 None Vice Chairman of the Board SHAW B. WAGENER, 44 1 None President VICTOR D. KOHN, 46 1 None Executive Vice President DIRECTOR EMERITUS WALTER P. STERN Chairman Emeritus OTHER OFFICERS Year first elected Principal occupation(s) during past five years Name, age and an officer and positions held with affiliated entities or position with fund of the fund (1) the principal underwriter of the fund HARTMUT GIESECKE, 66 1993 Chairman of the Board and Director, Capital Senior Vice President International K.K. (5); Senior Vice President and Director, Capital International, Inc. NANCY J. KYLE, 53 1996 Senior Vice President and Director, Capital Guardian Senior Vice President Trust Company (5) MICHAEL A. FELIX, 43 1993 Senior Vice President and Director, Capital Vice President and Treasurer International, Inc. PETER C. KELLY, 45 1996 Senior Vice President, Senior Counsel and Director, Vice President Capital International, Inc. ROBERT H. NEITHART, 38 2000 Executive Vice President and Research Director of Vice President Emerging Markets, and Director, Capital International Research, Inc. (5) ABBE G. SHAPIRO, 44 1997 Vice President, Capital International, Inc. Vice President LISA B. THOMPSON, 38 2000 Vice President and Research Director of Emerging Vice President Markets, and Director, Capital International Research, Inc. (5) VINCENT P. CORTI, 47 1986 Vice President-- Fund Business Management Secretary Group, Capital Research and Management Company (5) VALERIE Y. LEWIS, 47 1999 Fund Boards Specialist, Assistant Secretary Capital Research and Management Company (5) JEANNE M. NAKAGAMA, 46 2000 Vice President, Capital International, Inc. Assistant Treasurer LEE K. YAMAUCHI, 41 2000 Vice President, Capital International, Inc. Assistant Treasurer THE STATEMENT OF ADDITIONAL INFORMATION (SAI) INCLUDES ADDITIONAL INFORMATION ABOUT FUND DIRECTORS. THE ADDRESS FOR ALL DIRECTORS AND OFFICERS OF THE FUND IS 11100 SANTA MONICA BOULEVARD, LOS ANGELES, CA 90025, ATTENTION: FUND SECRETARY. CAPITAL INTERNATIONAL, INC. (CII) VOTES THE PROXIES OF SECURITIES HELD IN THE FUND ACCORDING TO CII'S PROXY VOTING POLICY AND PROCEDURES WHICH HAVE BEEN ADOPTED BY THE FUND'S BOARD OF DIRECTORS. A COPY OF THE FUND'S SAI AND PROXY VOTING POLICY AND PROCEDURES IS AVAILABLE FREE OF CHARGE UPON REQUEST BY DIALING 800/421-0180, EXT. 96245. THE SAI, WHICH INCLUDES THE PROXY VOTING POLICY AND PROCEDURES, IS ALSO AVAILABLE ON THE U.S. SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT WWW.SEC.GOV. (1) Directors and officers of the fund serve until their resignation, removal or retirement. (2) Capital International, Inc. serves as investment adviser for Emerging Markets Growth Fund, Inc., an open-end "interval" fund, and does not act as investment adviser for other U.S. registered investment companies. (3) This includes all directorships (other than those in Emerging Markets Growth Fund, Inc.) that are held by each Director as a director of a public company or a U.S. registered investment company. (4) "Interested persons" within the meaning of the 1940 Act on the basis of their affiliation with the fund's investment adviser, Capital International, Inc. or affiliated entities. (5) Company affiliated with Capital International, Inc. (6) Capital International, Inc.'s parent company. OFFICES OF THE FUND AND OF THE INVESTMENT ADVISER Capital International, Inc. 11100 Santa Monica Boulevard, 15th Floor Los Angeles, CA 90025-3302 135 South State College Boulevard Brea, CA 92821-5823 CUSTODIAN OF ASSETS JPMorgan Chase Bank 270 Park Avenue New York, NY 10017-2070 COUNSEL Dechert LLP 1775 I Street, N.W. Washington, D.C. 20006-2401 INDEPENDENT AUDITORS PricewaterhouseCoopers LLP 350 South Grand Avenue Los Angeles, CA 90071-2889 This report is for the information of shareholders of Emerging Markets Growth 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. THE CAPITAL GROUP COMPANIES Capital International Capital Guardian Capital Research and Management Capital Bank and Trust American Funds Lit. No. MFGESR-915-0204(NLS) Litho in USA TAG/CG/9099 (C) 2004 Emerging Markets Growth Fund, Inc. ITEM 2 - Code of Ethics Not applicable for filing of Semiannual Reports to Shareholders. ITEM 3 - Audit Committee Financial Expert Not applicable for filing of Semiannual Reports to Shareholders. ITEM 4 - Principal Accountant Fees and Services Not applicable for filing of Semiannual Reports to Shareholders. ITEM 5 - Audit Committee of Listed Registrants Not applicable. ITEM 6 - Reserved ITEM 7 - Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies Not applicable to this Registrant, insofar as the Registrant is not a closed-end management investment company. ITEM 8 - Reserved ITEM 9 - Controls and Procedures (a) The officers providing the certifications in this report in accordance with rule 30a-2 under the Investment Company Act of 1940 have concluded, based on their evaluation of the Registrant's disclosure controls and procedures (as such term is defined in such rule), that such controls and procedures are adequate and reasonably designed to achieve the purposes described in paragraph (c) of such rule. (b) There were no changes in the Registrant's internal controls over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the Registrant's last fiscal half-year (the Registrant's second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting. ITEM 10 - Exhibits (a) The Code of Ethics - not applicable for filing of Semiannual Reports to Shareholders. (b) The certifications required by Rule 30a-2 of the Investment Company Act of 1940, as amended, and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 are attached as exhibits hereto. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Emerging Markets Growth Fund, Inc. By /s/ Shaw B. Wagener Shaw B. Wagener, President and PEO Date: March 9, 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/ Shaw B. Wagener Shaw B. Wagener, President and PEO Date: March 9, 2004 By /s/ Michael A. Felix Michael A. Felix, Treasurer Date: March 9, 2004