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: 811-5364 American High-Income Trust (Exact Name of Registrant as specified in charter) 333 South Hope Street Los Angeles, California 90071 (Address of principal executive offices) Registrant's telephone number, including area code: (213) 486-9200 Date of fiscal year end: September 30, 2004 Date of reporting period: September 30, 2004 Julie F. Williams Capital Research and Management Company 333 South Hope Street Los Angeles, California 90071 (name and address of agent for service) Copies to: Michael Glazer Paul, Hastings, Janofsky & Walker LLP 515 South Flower Street Los Angeles, California 90071 (Counsel for the Registrant) ITEM 1 - Reports to Stockholders [logo - American Funds(R)] The right choice for the long term(R) AMERICAN HIGH-INCOME TRUST Special report: How bond traders add long-term value to your portfolio [photo of a hand resting on a computer mouse] Annual report for the year ended September 30, 2004 AMERICAN HIGH-INCOME TRUST(SM) seeks a high level of current income and, secondarily, capital appreciation through a diversified, carefully supervised portfolio consisting primarily of lower rated, higher risk corporate bonds. The fund is one of the 29 American Funds, the nation's third-largest mutual fund family. For more than seven decades, Capital Research and Management Company,(SM) the American Funds adviser, has invested with a long-term focus based on thorough research and attention to risk. TABLE OF CONTENTS Letter to shareholders 1 Results at a glance 1 Chart: The value of a long-term perspective 3 Feature: How bond traders add long-term value to your portfolio 4 Investment portfolio 8 Financial statements 13 Board of Trustees and officers 28 The American Funds family back cover FIGURES SHOWN ARE PAST RESULTS FOR CLASS A SHARES AND ARE NOT PREDICTIVE OF RESULTS IN FUTURE PERIODS. CURRENT AND FUTURE RESULTS MAY BE LOWER OR HIGHER THAN THOSE SHOWN. SHARE PRICES AND RETURNS WILL VARY, SO INVESTORS MAY LOSE MONEY. INVESTING FOR SHORT PERIODS MAKES LOSSES MORE LIKELY. INVESTMENTS ARE NOT FDIC-INSURED, NOR ARE THEY DEPOSITS OF OR GUARANTEED BY A BANK OR ANY OTHER ENTITY. FOR THE MOST CURRENT INFORMATION AND MONTH-END RESULTS, VISIT AMERICANFUNDS.COM. FUND RESULTS SHOWN, UNLESS OTHERWISE INDICATED, ARE AT NET ASSET VALUE. IF A SALES CHARGE (MAXIMUM 3.75%) HAD BEEN DEDUCTED, THE RESULTS WOULD HAVE BEEN LOWER. Here are the average annual total returns on a $1,000 investment with all distributions reinvested for periods ended September 30, 2004: Class A shares 1 year 5 years 10 years Reflecting 3.75% maximum sales charge +6.45% +6.46% +7.87% The fund's 30-day yield for Class A shares as of October 31, 2004, calculated in accordance with the Securities and Exchange Commission formula, was 5.97%, which reflects a fee waiver (5.95% without the fee waiver). The fund's distribution rate for Class A shares as of that date was 6.80%. Both reflect the 3.75% maximum sales charge. The SEC yield reflects the rate at which the fund is earning income on its current portfolio of securities while the distribution rate reflects the fund's past dividends paid to shareholders. Accordingly, the fund's SEC yield and distribution rate may differ. Results for other share classes can be found on page 25. Please see the inside back cover for important information about other share classes. The return of principal in bond funds is not guaranteed. Bond funds have the same interest rate, inflation and credit risks that are associated with the underlying bonds owned by the fund. High-yield bonds are subject to greater fluctuations in value and risk of loss of income and principal. Investing outside the United States involves additional risks, such as currency fluctuations, political instability, differing securities regulations and periods of illiquidity, which are detailed in the fund's prospectus. [Begin Pull Quote] [photo of a hand resting on a computer mouse] We capitalized on the improving economy by increasing our exposure to industries that directly benefit during periods of economic growth, including industrials and real estate. [End Pull Quote] FELLOW SHAREHOLDERS: A favorable environment of economic growth, low interest rates and moderate inflation helped to make fiscal 2004 a rewarding year for investors in American High-Income Trust. Shareholders who reinvested monthly dividends totaling 84.4 cents a share earned a total return of 10.6% for the 12 months ended September 30, 2004, including an income return of 7.3%. Those results compare with an 11.6% gain for the Lipper High Current Yield Bond Funds Index, a benchmark of similar funds, and a 13.3% return for the Credit Suisse First Boston High Yield Bond Index, which attempts to mirror the high-yield debt markets. The Citigroup Broad Investment-Grade (BIG) Bond Index, which measures high-quality bond markets including Treasuries, posted a 3.8% return. The latter two indexes are unmanaged and include no expenses. Shareholders who elected to take their dividends in cash saw the value of their holdings increase 3.2% while earning an income return of 7.1%. PUTTING THE YEAR IN PERSPECTIVE The past two years have been particularly strong for the high-yield bond market. Many issuers of high-yield bonds were able to boost profits and improve their balance sheets through debt reduction. As a result, credit fundamentals improved and default rates continued to decline. As the market rallied, more investors came into the market, bidding the prices of high-yield securities up further. We capitalized on the improving economy by increasing our exposure to industries that directly benefit during periods of economic growth, including industrials and real estate. [Begin Sidebar] RESULTS AT A GLANCE Average annual total returns for periods ended September 30, 2004, with all distributions reinvested. The market indexes are unmanaged. Returns 1 year 5 years 10 years American High-Income Trust +10.6% +7.3% +8.3% Credit Suisse First Boston High Yield Bond Index +13.3 +7.7 +8.1 Citigroup Broad Investment- Grade (BIG) Bond Index +3.8 +7.5 +7.7 Lipper High Current Yield Bond Funds Index +11.6 +3.6 +6.1 For the 10 years ended September 30, 2004, American High-Income Trust ranked 5th in total return among the 86 high current yield funds in existence throughout the period, according to Lipper. For the five years ended September 30, 2004, it ranked 31st of 276, and for the 12 months ended September 30, 2004, the fund ranked 276th of 420. Lipper rankings do not reflect the effect of sales charges. [End Sidebar] [Begin Pull Quote] American High-Income Trust concentrates its efforts on in-depth global research to buy the bonds of the right companies at the right price. This approach has helped the fund to produce solid returns for shareholders over the long term. [End Pull Quote] That recovery continued into the first few months of the 2004 fiscal year. By the latter part of the period, the high-yield bond market began to slow and even forfeit some of its earlier gains, in part due to inflationary concerns and anticipation of interest rate increases. In June, the Federal Reserve raised the federal funds rate by one-quarter of a percentage point, marking the Fed's first rate hike in four years. That was followed by two more quarter-percentage point increases in August and September and a third in November, after the close of the fiscal period. Although high-yield bonds are negatively affected by a rise in rates, they can also benefit when higher rates are accompanied by strong economic growth or greater pricing power, which allows issuers to improve their credit standing. During this particular cycle, however, spreads on corporate bonds tightened even before the first rate increase in June. (Spreads reflect the yield differences between U.S. Treasury securities, which carry no credit risk, and all other types of bonds.) That allowed the fund to benefit earlier in the cycle, but eliminates some cushion going forward. Whenever bonds become more fully valued, the need for caution increases. With an improving economy and historically low interest rates, an increasing number of companies may be borrowing money to make acquisitions or expand their operations. While these steps can help the long-term potential for a business, in the short run they require companies to add to their debt loads. Our intensive research process helps us to invest in companies that are moving in the right direction from a credit standpoint. POSITIONING THE PORTFOLIO FOR THE LONG TERM Although the current environment remains positive for high-yield bonds and should remain stable in the near future, we know that markets fluctuate. American High-Income Trust concentrates its efforts on in-depth global research to buy the bonds of the right companies at the right price. This approach has helped the fund to produce solid returns for shareholders over the long term. For the past 10-year period ended September 30, 2004, the fund's shareholders earned an average annual total return of 8.3%, with dividends reinvested. That compares with a 6.1% average annual total return for the Lipper High Current Yield Bond Funds Index and an 8.1% return for the Credit Suisse First Boston High Yield Bond Index for that same time period. Going forward, we will continue to seek investments that offer the best combination of risk and reward. We appreciate your continued support. Cordially, /s/ Paul G. Haaga, Jr. /s/ David C. Barclay Paul G. Haaga, Jr. David C. Barclay Chairman of the Board President November 15, 2004 For current information about the fund, visit americanfunds.com. THE VALUE OF A LONG-TERM PERSPECTIVE Here's how a $10,000 investment in American High-Income Trust grew between February 19, 1988, when the fund began operations, and September 30, 2004, the end of its latest fiscal year. As you can see, that $10,000 grew to $42,235 with all distributions reinvested. Fund figures reflect deduction of the maximum sales charge of 3.75% on the $10,000 investment.(1) Thus the net amount invested was $9,625. [begin mountain chart] Year ended September 30 Credit Suisse Lipper High First Boston Current Yield Citigroup Broad Consumer Year American High- High Yield Bond Funds Investment-Grade Price Index Original Ended Income Trust Bond Index(2) Index(2),(3) (BIG) Bond Index(2) (inflation)(4) Investment <s> <c> <c> <c> <c> <c> <c> 1988(*) $10,182 $10,447 $10,475 $10,222 $10,328 $10,000 1989 $11,189 $11,026 $10,935 $11,367 $10,776 $10,000 1990 $10,735 $10,047 $9,570 $12,237 $11,440 $10,000 1991 $13,873 $13,757 $12,290 $14,198 $11,828 $10,000 1992 $16,376 $16,573 $15,132 $15,999 $12,181 $10,000 1993 $18,764 $19,172 $17,473 $17,627 $12,509 $10,000 1994 $19,066 $19,831 $17,899 $17,063 $12,879 $10,000 1995 $21,604 $22,619 $20,178 $19,461 $13,207 $10,000 1996 $24,570 $25,054 $22,644 $20,423 $13,603 $10,000 1997 $28,176 $28,994 $26,120 $22,406 $13,897 $10,000 1998 $27,491 $28,843 $25,688 $24,975 $14,103 $10,000 1999 $29,721 $29,981 $27,037 $24,908 $14,474 $10,000 2000 $31,295 $30,555 $27,021 $26,632 $14,974 $10,000 2001 $30,218 $29,050 $23,569 $30,110 $15,371 $10,000 2002 $28,442 $29,878 $22,814 $32,632 $15,603 $10,000 2003 $38,197 $38,257 $28,862 $34,423 $15,966 $10,000 2004 $42,235 $43,352 $32,215 $35,738 $16,371 $10,000 [end mountain chart] *For the period February 19 through September 30, 1988. (1) As outlined in the prospectus, the sales charge is reduced for accounts (and aggregated investments) of $100,000 or more and is eliminated for purchases of $1 million or more. There is no sales charge on dividends or capital gain distributions that are reinvested in additional shares. (2) The market indexes are unmanaged and do not reflect sales charges, commissions or expenses. (3) Calculated by Lipper. The index does not reflect sales charges. (4) Computed from data supplied by the U.S. Department of Labor, Bureau of Labor Statistics. Past results are not predictive of future results. The results shown are before taxes on fund distributions and sale of fund shares. Here are the average annual total returns on a $1,000 investment with all distributions reinvested for periods ended September 30, 2004. 1 year 5 years 10 years CLASS A SHARES* +6.45% +6.46% +7.87% Assumes payment of the 3.75% maximum initial sales charge. The maximum initial sales charge was 4.75% prior to January 10, 2000. *Results for other share classes can be found on page 25. For the most current investment results, please refer to americanfunds.com. HOW BOND TRADERS ADD LONG-TERM VALUE TO YOUR PORTFOLIO [photo of Cindy Mandell and Glen Payne in a trading room] When most people think of a trader, they usually have a vague idea of someone on a trading floor, frantically waving slips of paper in the air, shouting "buy" or "sell." But at Capital Research and Management Company, adviser to the American Funds, traders do more than just execute trades. They play a critical role in the overall investment decision process, helping portfolio counselors and analysts build a solid portfolio for the long term. "The investment process at Capital involves a coming together of views and ideas to reach a decision," says David Barclay, president of American High-Income Trust. "Traders bring a larger range of perspectives to the decision-making process." In the following pages, we will look at the ways bond traders add value to American High-Income Trust's portfolio. Glen Payne and Cindy Mandell, high-yield bond traders for American Funds, take an active role in the investment process, allowing the fund's managers to make better investment decisions and ultimately helping shareholders get more value for each investment dollar. THE DYNAMICS OF TRADING HIGH-YIELD BONDS Because the role of the high-yield bond trader is shaped by the dynamics of this particular market, it is important to understand the differences between trading bonds, particularly high-yield bonds, and trading stocks. Unlike stocks, which trade on exchanges at prices that are posted almost instantaneously in an extremely visible and efficient market, high-yield bonds are traded over the counter where there are no electronic trading systems. The bond market is made up of various dealers who buy bonds directly from issuers (the "primary market") and then resell them to other dealers and investors (the "secondary market"). This process may be efficient for issuance of new bonds in the primary market, but sometimes buying in the secondary market can be more difficult, particularly for individual buyers. Price quotes can vary significantly from dealer to dealer, and may depend on the amount of the sale or purchase. "With stocks, prices are quoted in the newspaper and can be called up on the Internet," says Glen. "That's not the case with high-yield bonds. We spend a lot of time finding out where prices are and the liquidity of that particular bond. We have continued conversations with `Wall Street traders' -- the traders at brokers active in the secondary market -- to find out whether there have recently been buyers or sellers, what the typical spread is, and generally to get a feel for how the bond trades. It is a complex process that requires great interpretive skills." For all these reasons, the fund's managers rely on Glen and Cindy to support the investment process in three main ways: building relationships with Wall Street; providing information about the markets to analysts and portfolio counselors; and executing trades. BUILDING RELATIONSHIPS WITH WALL STREET High-yield bonds are more difficult than stocks to trade efficiently. Because they do not trade as often and price quotes are not automatically disseminated, institutions sometimes find they get very different quotes for the same bond from different dealers. [Begin Pull Quote] "The investment process at Capital involves a coming together of views and ideas to reach a decision. Traders bring a larger range of perspectives to the decision-making process." [End Pull Quote] Because high-yield bonds are traded through individual dealers, it's important for Capital's traders to develop personal and corporate relationships -- and in doing so, build mutual trust -- with their counterparts in the dealer firms on Wall Street. In a market that lacks the same liquidity and transparency of equity markets, these relationships help the fund's traders to obtain market information about securities. "Our process lends visibility to a less transparent marketplace," says Cindy. The fund's traders also strive to build a good reputation on Wall Street. "The system at American Funds helps to ensure integrity and fairness in the process," says Cindy. "In our market, a good reputation gives you much better access to timely information and execution." COMMUNICATING MARKET INFORMATION Market information is critical in all parts of the bond market, but particularly so in high-yield bonds. "Traders serve as another set of eyes and ears," says Cindy. "We know what's happening in our market, but also what's happening in other markets, including the broader bond and equity markets. We understand how the different markets impact each other and are able to determine relative value among various markets." [Begin Pull Quote] "We can help analyze security selection, timing, liquidity and market prices. That allows the portfolio counselors to focus on long-term investment decisions and not feel they have to be minding daily market movements." Glen Payne 12 years of investment experience [photo of Cindy Mandell and Glen Payne looking at a computer screen] [End Pull Quote] [Begin Sidebar] THE LANGUAGE OF BONDS Bond traders frequently use shorthand when discussing various aspects of the market. The following is a glossary of some commonly used terms. CALENDAR: A list of prospective new issues. If the calendar is building, an increasing number of issuers is planning to come to market. If the calendar is light, there is little new supply on the horizon. LIQUIDITY: A reflection of the ease (or difficulty) in buying or selling a bond. A liquid bond trades readily, and the price differential from dealer to dealer is usually small as a result. An illiquid bond trades infrequently, and dealer quotes are likely to vary significantly. POSITION: A trader takes a position in securities that reflects an outlook for the market or a particular bond. A trader on the sell side is "long" if he or she owns a particular bond. A trader who is long typically expects that bond prices will be improving over the near term. A trader is said to take a "short" position when selling a bond he or she does not own. This is a high-risk position that usually reflects expectations for weaker bond prices over the near term, allowing the trader to "cover" the short at a lower price. (American High-Income Trust does not short positions.) QUOTE: The market for a bond specifying its buy (bid) and sell (asking) price. If the quote is "firm," the trader is willing to buy or sell at the stated levels. In most other instances, the quote is an indication of the bond's approximate market value at the given time. SPREAD: The difference in yield between any two bonds, expressed in basis points (hundreds of a percent). For example, if one bond yields 4% and another yields 4.75%, then the spread between them is 75 basis points. The term also refers to the difference between the bid (the highest price a buyer is ready to pay) and the asking price (the lowest price acceptable to the seller) on a given bond. TRANSPARENCY: The clarity of a given market or bond. Stock markets, for example, are very transparent with the size and price of trades posted continuously for all to see. Bond trading is far less transparent, especially in the high-yield market where bonds are inactively traded and price quotes are not electronically publicized. [End Sidebar] To encourage communication, traders are active participants in all high-yield investment discussions, including the weekly "calendar" meetings. Every Tuesday and Thursday, American High-Income Trust bond traders meet with the fund's analysts and portfolio counselors to discuss developments in the high-yield market. The "calendar" -- a list of expected new issues -- is an important focus of these meetings. The traders keep the calendar up to date through daily contact with Wall Street trading desks. Regular reviews of the calendar help to identify potentially attractive issues for the fund. Calendar meetings also afford an opportunity to compare new issues with older ones and evaluate the relative merits of each. "We can help analyze security selection, timing, liquidity and market prices," says Glen. "That allows the portfolio counselors to focus on long-term investment decisions and not feel they have to be minding daily market movements." Communication also happens on a more informal basis. The trading desk is one of the places where the diverse groups of people involved in the investment process come together. "We are often used as the point person throughout the day," says Cindy. "With so many analysts on the road researching companies, the trading room is the one place all the analysts and portfolio counselors can call to find out what others are thinking." FINDING THE BEST VALUES Of course, a trader's core responsibility is getting the best execution -- in other words, the best available transaction price for a bond. In doing so, traders can help shareholders get more value for their investment dollars than they might otherwise on their own. There are many moving parts that determine the value of a bond and its yield. For example, one issuer may be offering several bonds with various maturities, yields and seniority levels within the capital structure. Traders add to the evaluation of which company's bonds to buy by helping to determine the best issue or issues of an individual issuer. "We first think about a bond within its own capital structure -- for example, comparing spreads, types of bonds and bonds rated differently within the same company," says Glen. "From there, we look at how that bond is trading compared to bonds with similar ratings and fundamentals. Sometimes, we will compare it to the bonds of companies with similar characteristics. Then we look for relative values within that sector. We look at the relationship to the bond's yield and maturity, structural differences -- for example, whether or not there is a call option --and historical trading ranges." [Begin Pull Quote] The trading desk is one of the places where the diverse groups of people involved in the investment process come together. [End Pull Quote] Because the traders are constantly assessing the flows of supply and demand in the market, they often know the best time to buy or sell a particular security. "Best execution is partly a balance between price and liquidity," says Cindy. "Investment ideas are only as good as your ability to actually implement them, and the trading desk is where those ideas are implemented." [Begin Pull Quote] [photo of Glen Payne] [photo of Cindy Mandell] "Best execution is partly a balance between price and liquidity. Investment ideas are only as good as your ability to actually implement them, and the trading desk is where those ideas are implemented." Cindy Mandell 27 years of investment experience [End Pull Quote] A CRITICAL LINK TO BUILDING A LONG-TERM PORTFOLIO Ultimately, of course, it is the fund's portfolio counselors who decide which bonds to buy or sell. Traders, however, strongly influence those decisions by providing the counselors with timely market data and making recommendations regarding the valuation and liquidity of particular bonds. "The traders help us to think about options once we are ready to execute a trade," says David Barclay, president of the fund. "They are our ears to Wall Street as well as Wall Street's ear to us. The information they provide helps us to make better decisions for shareholders." INVESTMENT PORTFOLIO, September 30, 2004 Beginning with this report, a summary portfolio, approved under rules adopted by the Securities and Exchange Commission this year, will replace the complete listing of portfolio holdings used in previous shareholder reports. This summary portfolio is designed to streamline the report and help investors better focus on a fund's principal holdings. The schedule includes each of the fund's 50 largest holdings and investments of any issuer for which the total value of all holdings in that issuer exceeds 1% of the fund's net assets. A complete schedule of portfolio holdings is available upon request, free of charge, by calling American Funds Service Company at 800/421-0180 or accessing the U.S. Securities and Exchange Commission website at www.sec.gov. [begin pie chart] % of Net Assets U.S. corporate bonds 74.7 % Non-U.S. corporate bonds 14.7 U.S. Government obligations 0.7 Non-U.S. government bonds 3.0 Common stocks & warrants 1.6 Other 0.8 Cash & equivalents 4.5 [end pie chart] Principal Market Percent amount value of net BONDS AND NOTES - 88.10% (000) (000) assets CONSUMER DISCRETIONARY - 26.97% Ford Motor Credit Co. 7.375% 2009 $ 38,000 $ 41,667 Ford Motor Credit Co. 7.375% 2011 36,500 39,745 Ford Motor Credit Co. 7.25%-7.875% 2010-2011 39,300 43,356 1.33% General Motors Corp. 7.20% 2011 7,250 7,688 General Motors Acceptance Corp. 6.125%-7.75% 2006-2011 84,000 88,662 1.02 Six Flags, Inc. 8.875%-9.75% 2009-2014 84,400 80,269 .85 Cinemark USA, Inc. 9.00% 2013 58,218 65,350 .70 Hollinger Participation Trust 12.125% 2010 (1) (2) (3) 46,559 53,426 .57 Young Broadcasting Inc. 10.00% 2011 50,560 52,330 .56 Kabel Deutschland GmbH 10.625% 2014 (1) 41,730 45,694 .49 Quebecor Media Inc. 11.125% 2011 38,678 44,866 .48 Telenet Group Holding NV 0%/11.50% 2014 (1) (4) 53,130 39,316 .42 Mohegan Tribal Gaming Authority 6.375% 2009 36,500 38,051 .40 Other securities 1,893,929 20.15 2,534,349 26.97 TELECOMMUNICATION SERVICES - 11.58% American Tower Corp. 9.375% 2009 66,322 70,633 American Tower Corp. 7.125 %-7.50% 2011-2012 (1) 50,450 51,017 1.29 Crown Castle International Corp. 7.50% 2013 42,000 44,205 Crown Castle International Corp., Series B, 7.50% 2013 33,300 35,048 Crown Castle International Corp. 9.375%-10.75% 2011 35,750 40,541 1.28 Qwest Capital Funding, Inc. 7.00%-7.75% 2006-2009 44,750 42,701 Qwest Services Corp. 13.50% 2010 (1) 43,215 50,670 Qwest Corp. 8.875% 2012 (1) 3,600 3,978 Qwest Services Corp. 14.00% 2014 (1) 18,400 22,356 1.27 Dobson Communications Corp. 10.875% 2010 28,025 20,668 American Cellular Corp., Series B, 10.00% 2011 57,050 46,496 Dobson Communications Corp. 8.875% 2013 55,835 36,293 1.10 Nextel Partners, Inc. 8.125% 2011 72,075 76,760 Nextel Partners, Inc. 8.125%-12.50% 2009-2011 (1) 19,587 21,201 1.04 Nextel Communications, Inc. 6.875% 2013 19,500 20,377 Nextel Communications, Inc. 7.375% 2015 69,650 75,222 1.02 Western Wireless Corp. 9.25% 2013 79,675 81,667 .87 Cincinnati Bell Inc. 7.25% 2013 56,925 55,075 .59 Other securities 292,997 3.12 1,087,905 11.58 MATERIALS - 11.50% Freeport-McMoRan Copper & Gold Inc. 10.125% 2010 71,425 81,157 .86 Equistar Chemicals, LP and Equistar Funding Corp. 10.625% 2011 43,875 50,237 .54 Potlatch Corp. 10.00% 2011 33,355 37,858 .40 Associated Materials Inc. 0%/11.25% 2014 (1) (4) 48,210 35,314 .38 Other securities 875,732 9.32 1,080,298 11.50 UTILITIES - 6.28% Southern California Edison, First and Ref. Mortgage Bonds, 8.00% 2007 3,750 4,153 Edison Mission Energy 10.00% 2008 22,300 26,202 Mission Energy Holding Co. 13.50% 2008 35,600 45,212 Edison Mission Energy 7.73% 2009 40,250 42,464 Edison Mission Energy 9.875% 2011 30,625 35,831 Midwest Generation, LLC, Series B, 8.56% 2016 (5) 25,350 26,633 Homer City Funding LLC 8.734% 2026 (5) 9,495 10,682 Midwest Generation, LLC and Midwest Finance Corp. 8.75% 2034 19,250 21,079 2.26 AES Corp. 8.75% 2013 (1) 43,985 49,813 AES Red Oak, LLC, Series B, 9.20% 2029 (5) 7,000 7,875 AES Corp. 9.00%-10.00% 2005-2015 (1) 53,629 59,565 1.25 Dynegy Holdings Inc. 10.125% 2013 (1) 43,390 50,115 .53 Other securities 211,007 2.24 590,631 6.28 INDUSTRIALS - 5.92% Allied Waste North America, Inc. 5.75%-9.25% 2006-2014 93,900 95,502 1.02 Other securities 460,554 4.90 556,056 5.92 CONSUMER STAPLES - 5.65% Burns Philp Capital Pty Ltd., Series B, 9.75% 2012 55,247 59,391 Burns Philp Capital Pty Ltd. and Burns Philp Capital (U.S.) Inc., Series B, 9.50%-10.75% 2010-2011 32,325 35,546 1.01 Koninklijke Ahold NV 5.875% 2008 Euro 15,750 20,598 Ahold Finance U.S.A., Inc.: 6.25% 2009 $ 39,070 40,633 8.25% 2010 18,220 20,634 6.50% 2017 Pound 1,375 2,404 Ahold Lease Pass Through Trust: Series 2001-A-1, 7.82% 2020 (5) $ 3,783 4,012 Series 2001-A-2, 8.62% 2025 (5) 5,500 5,875 1.00 Pathmark Stores, Inc. 8.75% 2012 54,965 51,667 .55 Jean Coutu Group (PJC) Inc. 8.50% 2014 (1) 43,525 43,416 .46 Gold Kist Inc. 10.25% 2014 (1) 32,475 36,210 .38 Other securities 210,982 2.25 531,368 5.65 INFORMATION TECHNOLOGY - 5.52% Solectron Corp. 9.625% 2009 54,425 60,548 .64 Sanmina-SCI Corp. 10.375% 2010 51,750 59,448 .63 Micron Technology, Inc. 6.50% 2005 (1) 45,000 44,550 .48 Nortel Networks Ltd. 6.125% 2006 35,075 35,952 .38 Other securities 318,215 3.39 518,713 5.52 ENERGY - 3.98% Port Arthur Finance Corp. 12.50% 2009 (5) 1,697 1,986 Premcor Refining Group Inc. 7.75% 2012 33,650 36,847 Premcor Refining Group Inc. 9.50% 2013 34,625 40,944 Premcor Refining Group Inc. 6.125%-9.25% 2010-2015 71,275 77,061 1.67 Petrozuata Finance, Inc., Series B, 8.22% 2017 (1) (5) 49,190 48,698 .52 General Maritime Corp. 10.00% 2013 40,700 46,449 .49 Other securities 122,178 1.30 374,163 3.98 HEALTH CARE - 3.21% Quintiles Transnational Corp. 10.00% 2013 46,900 49,949 .53 Tenet Healthcare Corp. 9.875% 2014 (1) 37,200 39,060 .41 Other securities 213,295 2.27 302,304 3.21 U.S. TREASURY NOTES & BONDS - 0.68% U.S. Treasury obligations 3.25%-7.50% 2005-2008 60,000 63,744 .68 OTHER - 6.81% 640,195 6.81 TOTAL BONDS AND NOTES (cost: $7,851,752,000) 8,279,726 88.10 Market Percent Principal amount value of net CONVERTIBLE SECURITIES - 3.28% (000) or shares (000) assets CONSUMER DISCRETIONARY - 1.36% Amazon.com, Inc. 6.875% PEACS convertible subordinated notes 2010 Euro 59,550 74,922 .80 Six Flags, Inc. 7.25% PIERS convertible preferred 2009 1,000 shares 20,600 .22 General Motors Corp., Series B, 5.25% convertible debentures 2032 $ 12,500 11,955 .13 Ford Motor Co. Capital Trust II 6.50% cumulative convertible trust preferred 2032 160,600 shares 8,396 .09 Other securities 12,047 .12 127,920 1.36 TELECOMMUNICATION SERVICES - 0.30% American Tower Corp. 5.00% convertible debentures 2010 $ 25,925 25,666 .27 Dobson Communications Corp., Series F, 6.00% convertible preferred (1) (6) 57,760 shares 2,744 .03 28,410 .30 UTILITIES - 0.22% AES Trust VII 6.00% convertible preferred 2008 439,925 20,347 .22 OTHER - 1.40% 131,040 1.40 TOTAL CONVERTIBLE SECURITIES (cost: $247,459,000) 307,717 3.28 Market Percent value of net WARRANTS - 0.08% Shares (000) assets TELECOMMUNICATION SERVICES - 0.08% American Tower Corp., warrants, expire 2008 (1) (7) 38,250 7,076 .08 Other securities 59 .00 7,135 .08 OTHER - 0.00% 2 .00 TOTAL WARRANTS (cost: $1,233,000) 7,137 .08 Market Percent value of net PREFERRED STOCKS - 2.49% Shares (000) assets FINANCIALS - 2.33% Fuji JGB Investment LLC, Series A, 9.87% noncumulative preferred (undated) (1) (2) 61,565,000 $ 72,315 IBJ Preferred Capital Co. LLC, Series A, 8.79% noncumulative preferred (undated) (1) (2) 51,675,000 59,336 1.40 Other securities 87,490 .93 219,141 2.33 TELECOMMUNICATION SERVICES - 0.15% Dobson Communications Corp. 13.00% senior exchangeable preferred 2009 (6) 30,187 13,584 .14 Dobson Communications Corp. 12.25% senior exchangeable preferred 2008 (3) (6) 2,000 900 .01 Other securities - .00 14,484 .15 OTHER - 0.01% 614 .01 TOTAL PREFERRED STOCKS (cost: $202,294,000) 234,239 2.49 Market Percent value of net COMMON STOCKS - 1.57% Shares (000) assets TELECOMMUNICATION SERVICES - 1.04% Nextel Communications, Inc., Class A (7) 613,418 14,624 .16 Dobson Communications Corp., Class A (1)(7) 5,754,785 7,654 .08 Other securities 75,079 .80 97,357 1.04 OTHER - 0.53% 50,341 .53 TOTAL COMMON STOCKS (cost: $186,451,000) 147,698 1.57 Principal Market Percent amount value of net SHORT-TERM SECURITIES - 3.32% (000) (000) assets Wal-Mart Stores Inc. 1.50%-1.67% due 10/5-11/2/2004 (1) $ 69,400 69,331 .74 DuPont (E.I.) de Nemours & Co. 1.61%-1.76% due 10/12-11/18/2004 (8) 54,300 54,228 .58 Eli Lilly and Co. 1.54%-1.56% due 10/18-10/27/2004 (1) (8) 47,400 47,355 .50 U.S. Treasury Bills 1.41%-1.475% due 10/28/2004 42,850 42,805 .46 Other securities 97,763 1.05 TOTAL SHORT-TERM SECURITIES (cost: $311,480,000) 311,482 3.32 TOTAL INVESTMENT SECURITIES (cost: $8,800,669,000) 9,287,999 98.84 Other assets less liabilities 108,847 1.16 NET ASSETS $9,396,846 100.00% "Other securities" includes all issues that are not required to be disclosed in the summary investments portfolio. INVESTMENTS IN AFFILIATES: A company is considered to be an affiliate of the fund under the Investment Company Act of 1940 if the fund's holdings in that company represent 5% or more of the outstanding voting shares of that company. The market value of the fund's holdings in affiliated companies is included in "Other securities" under their respective industry sectors in the preceding summary investment portfolio. Further details on these holdings and related transactions during the year ended September 30, 2004 appear below. Beginning shares or principal Company amount Purchases Sales AirGate PCS, Inc. 9.375% 2009 (1) $- $ 16,253,200 $- AirGate PCS, Inc. 9.375% 2009 $- $ 6,000,000 $- AirGate PCS, Inc. (1) (7) - 671,293 - Clarent Hospital Corp. (6) (7) 576,849 - - NTELOS Inc. (6) (7) 1,247,194 736,116 - SpectraSite, Inc. 2,541,328 6,088 2,547,416 ZiLOG, Inc. (7) 3,315,000 - 2,174,500 ZiLOG, Inc. (6) (7) 3,315 - 1,447 Ending Market shares Dividend value of or principal income affiliates Company amount (000) (000) AirGate PCS, Inc. 9.375% 2009 (1) $ 16,253,200 $- $16,578 AirGate PCS, Inc. 9.375% 2009 $ 6,000,000 - 6,120 AirGate PCS, Inc. (1) (7) 671,293 - 13,157 Clarent Hospital Corp. (6) (7) 576,849 - 721 NTELOS Inc. (6) (7) 1,983,310 - 59,678 SpectraSite, Inc. - - - ZiLOG, Inc. (7) 1,140,500 - 6,581 ZiLOG, Inc. (6) (7) 1,868 855 - $ 855 $ 102,835 The following footnotes to the portfolio apply to either the individual securities noted or one or more of the securities aggregated and listed as a single line item. (1) Purchased in a private placement transaction; resale may be limited to qualified institutional buyers; resale to the public may require registration. The total value of all such restricted securities, including those included in "Other securities" in the summary investment portfolio, was $1,976,090,000, which represented 20.03% of the net assets of the fund. (2) Coupon rate may change periodically. (3) Payment in kind; the issuer has the option of paying additional securities in lieu of cash. (4) Step bond; coupon rate will increase at a later date. (5) Pass-through securities backed by a pool of mortgages or other loans on which principal payments are periodically made. Therefore, the effective maturities are shorter than the stated maturities. (6) Valued under fair value procedures adopted by authority of the Board of Trustees. (7) Security did not produce income during the last 12 months. (8) This security, or a portion of this security, has been segregated to cover funding requirements on investment transactions settling in the future. See Notes to Financial Statements FINANCIAL STATEMENTS STATEMENT OF ASSETS AND LIABILITIES at September 30, 2004 (dollars and shares in thousands, except per-share amounts) ASSETS: Investment securities at market: Unaffiliated issuers (cost: $8,696,835) $9,185,164 Affiliated issuers (cost: $103,834) 102,835 $9,287,999 Cash 14,330 Receivables for: Sales of investments 5,145 Sales of fund's shares 24,541 Dividends and interest 170,759 200,445 9,502,774 LIABILITIES: Payables for: Purchases of investments 82,765 Repurchases of fund's shares 12,332 Dividends on fund's shares 3,622 Open forward currency contracts 718 Closed forward currency contracts 87 Investment advisory services 2,433 Services provided by affiliates 3,598 Deferred Trustees' compensation 85 Other fees and expenses 288 105,928 NET ASSETS AT SEPTEMBER 30, 2004 $9,396,846 NET ASSETS CONSIST OF: Capital paid in on shares of beneficial interest $9,347,738 Undistributed net investment income 25,548 Accumulated net realized loss (463,114) Net unrealized appreciation 486,674 NET ASSETS AT SEPTEMBER 30, 2004 $9,396,846 Shares of beneficial interest issued and outstanding - unlimited shares authorized, 766,701 total shares outstanding Net asset value Net assets Shares outstanding per share (1) Class A $6,920,435 564,647 $12.26 Class B 794,347 64,812 12.26 Class C 811,690 66,227 12.26 Class F 577,814 47,145 12.26 Class 529-A 47,528 3,878 12.26 Class 529-B 12,309 1,004 12.26 Class 529-C 24,955 2,036 12.26 Class 529-E 2,867 234 12.26 Class 529-F 2,058 168 12.26 Class R-1 3,364 274 12.26 Class R-2 43,789 3,573 12.26 Class R-3 58,247 4,753 12.26 Class R-4 23,476 1,915 12.26 Class R-5 73,967 6,035 12.26 (1) Maximum offering price and redemption price per share were equal to the net asset value per share for all share classes, except for classes A and 529-A, for which the maximum offering prices per share were $12.74 for each. See Notes to Financial Statements STATEMENT OF OPERATIONS for the year ended September 30, 2004 (dollars in thousands) INVESTMENT INCOME: Income: Interest $699,472 Dividends (includes $855 from affiliates) 14,788 $714,260 Fees and expenses: Investment advisory services 31,399 Distribution services 32,871 Transfer agent services 6,317 Administrative services 3,071 Reports to shareholders 394 Registration statement and prospectus 517 Postage, stationery and supplies 661 Trustees' compensation 51 Auditing and legal 153 Custodian 179 State and local taxes 99 Other 48 Total expenses before reimbursement/waiver 75,760 Reimbursement/waiver of expenses 325 75,435 Net investment income 638,825 NET REALIZED GAIN AND UNREALIZED APPRECIATION ON INVESTMENTS AND NON-U.S. CURRENCY: Net realized gain (loss) on: Investments (includes $2,641 net gain from affiliates) 77,145 Non-U.S. currency transactions (1,911) 75,234 Net unrealized appreciation on: Investments 163,885 Non-U.S. currency translations 402 164,287 Net realized gain and unrealized appreciation on investments and non-U.S. currency 239,521 NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $878,346 See Notes to Financial Statements STATEMENT OF CHANGES IN NET ASSETS (dollars in thousands) Year ended September 30 2004 2003 OPERATIONS: Net investment income $638,825 $526,736 Net realized gain (loss) on investments and non-U.S. currency transactions 75,234 (145,200) Net unrealized appreciation on investments and non-U.S. currency translations 164,287 1,380,578 Net increase in net assets resulting from operations 878,346 1,762,114 DIVIDENDS PAID OR ACCRUED TO SHAREHOLDERS FROM NET INVESTMENT INCOME (614,168) (509,744) CAPITAL SHARE TRANSACTIONS 751,870 3,033,873 TOTAL INCREASE IN NET ASSETS 1,016,048 4,286,243 NET ASSETS: Beginning of year 8,380,798 4,094,555 End of year (including undistributed net investment income: $25,548 and $2,355, respectively) $9,396,846 $8,380,798 See Notes to Financial Statements NOTES TO FINANCIAL STATEMENTS 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION - American High-Income Trust (the "fund") is registered under the Investment Company Act of 1940 as an open-end, diversified management investment company. The fund seeks a high level of current income and, secondarily, capital appreciation through a diversified, carefully supervised portfolio consisting primarily of lower rated, higher risk corporate bonds. The fund offers 14 share classes consisting of four retail share classes, five CollegeAmerica(R) savings plan share classes and five retirement plan share classes. The CollegeAmerica savings plan share classes (529-A, 529-B, 529-C, 529-E and 529-F) are sponsored by the Commonwealth of Virginia and can be utilized to save for college education. The five retirement plan share classes (R-1, R-2, R-3, R-4 and R-5) are sold without any sales charges and do not carry any conversion rights. The fund's share classes are described below: - --------------------------------------------------------------------------------------------------------- Share class Initial sales charge Contingent deferred sales Conversion feature charge upon redemption - --------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------- Classes A and 529-A Up to 3.75% None (except 1% for None certain redemptions within one year of purchase without an initial sales charge) - --------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------- Classes B and 529-B None Declines from 5% to zero Classes B and 529-B convert to for redemptions within classes A and 529-A, six years of purchase respectively, after eight years - --------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------- Class C None 1% for redemptions within Class C converts to Class F one year of purchase after 10 years - --------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------- Class 529-C None 1% for redemptions within None one year of purchase - --------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------- Class 529-E None None None - --------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------- Classes F and 529-F None None None - --------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------- Classes R-1, R-2, R-3, None None None R-4 and R-5 - --------------------------------------------------------------------------------------------------------- CollegeAmerica is a registered trademark of the Virginia College Savings Plan./SM/ Holders of all share classes have equal pro rata rights to assets, dividends and liquidation proceeds. Each share class has identical voting rights, except for the exclusive right to vote on matters affecting only its class. Share classes have different fees and expenses ("class-specific fees and expenses"), primarily due to different arrangements for distribution, administrative and shareholder services. Differences in class-specific fees and expenses will result in differences in net investment income and, therefore, the payment of different per-share dividends by each class. SIGNIFICANT ACCOUNTING POLICIES - The financial statements have been prepared to comply with accounting principles generally accepted in the United States of America. These principles require management to make estimates and assumptions that affect reported amounts and disclosures. Actual results could differ from those estimates. The following is a summary of the significant accounting policies followed by the fund: SECURITY VALUATION - Equity securities are valued at the official closing price of, or the last reported sale price on, the exchange or market on which such securities are traded, as of the close of business on the day the securities are being valued or, lacking any sales, at the last available bid price. Prices for each security are taken from the principal exchange or market in which the security trades. Fixed-income securities are valued at prices obtained from an independent pricing service, when such prices are available. However, where the investment adviser deems it appropriate, such securities will be valued at the mean quoted bid and asked prices or at prices for securities of comparable maturity, quality and type. Short-term securities purchased within 60 days to maturity are valued at amortized cost, which approximates market value. The value of short-term securities purchased with greater than 60 days to maturity with 60 days or less remaining to maturity is determined based on the market value on the 61st day. The ability of the issuers of the debt securities held by the fund to meet their obligations may be affected by economic developments in a specific industry, state or region. Forward currency contracts are valued at the mean of representative quoted bid and asked prices. Securities and other assets for which representative market quotations are not readily available are fair valued as determined in good faith under procedures adopted by authority of the fund's Board of Trustees. Various factors may be reviewed in order to make a good faith determination of a security's fair value. These factors include, but are not limited to, the type and cost of the security; contractual or legal restrictions on resale of the security; relevant financial or business developments of the issuer; actively traded similar or related securities; conversion or exchange rights on the security; related corporate actions; significant events occurring after the close of trading in the security; and changes in overall market conditions. SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME - Security transactions are recorded by the fund as of the date the trades are executed with brokers. Realized gains and losses from security transactions are determined based on the specific identified cost of the securities. In the event a security is purchased with a delayed payment date, the fund will segregate liquid assets sufficient to meet its payment obligations. Dividend income is recognized on the ex-dividend date and interest income is recognized on an accrual basis. Market discounts, premiums and original issue discounts on fixed-income securities are amortized daily over the expected life of the security. CLASS ALLOCATIONS - Income, fees and expenses (other than class-specific fees and expenses) are allocated daily among the various share classes based on the relative value of their settled shares. Realized and unrealized gains and losses are allocated daily among the various share classes based on their relative net assets. Class-specific fees and expenses, such as distribution, administrative and shareholder services, are charged directly to the respective share class. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS - Dividends paid to shareholders are declared daily from net investment income and are paid to shareholders monthly. Distributions paid to shareholders are recorded on the ex-dividend date. NON-U.S. CURRENCY TRANSLATION - Assets and liabilities, including investment securities, denominated in non-U.S. currencies are translated into U.S. dollars at the exchange rates in effect at the end of the reporting period. Purchases and sales of investment securities and income and expenses are translated into U.S. dollars at the exchange rates on the dates of such transactions. In the accompanying financial statements, the effects of changes in non-U.S. exchange rates on investment securities are included with the net realized gain or loss and net unrealized appreciation or depreciation on investments. The realized gain or loss and unrealized appreciation or depreciation resulting from all other transactions denominated in non-U.S. currencies are disclosed separately. 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 non-U.S. exchange rates arising from investments denominated in non-U.S. currencies. 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. Due to these risks, the fund could incur losses up to the entire contract amount, which may exceed the net unrealized value shown in the accompanying financial statements. 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 contract 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. Realized and unrealized gains on securities in certain countries are subject to non-U.S. taxes. The fund records a liability based on realized and unrealized gains to provide for potential non-U.S. taxes payable on these securities. For the year ended September 30, 2004, non-U.S. taxes paid on unrealized gains were $120,000. In addition, as of September 30, 2004, the liability for non-U.S. taxes recorded based on realized and unrealized gains was $175,000. 3. FEDERAL INCOME TAXATION AND DISTRIBUTIONS The fund complies with the requirements under Subchapter M of the Internal Revenue Code applicable to mutual funds and intends to distribute substantially all of its net taxable income and net capital gains each year. The fund is not subject to income taxes to the extent such distributions are made. DISTRIBUTIONS - Distributions paid to shareholders are based on net investment income and net realized gains determined on a tax basis, which may differ from net investment income and net realized gains for financial reporting purposes. These differences are due primarily to differing treatment for items such as non-U.S. currency gains and losses; short-term capital gains and losses; capital losses related to sales of certain securities within 30 days of purchase; unrealized appreciation of certain investments in non-U.S. securities; deferred expenses; cost of investments sold; paydowns on investments; and net capital losses. The fiscal year in which amounts are distributed may differ from the year in which the net investment income and net realized gains are recorded by the fund. As of September 30, 2004, the cost of investment securities, excluding forward currency contracts, for federal income tax purposes was $8,806,380,000. During the year ended September 30, 2004, the fund reclassified $1,432,000 from undistributed net investment income to realized gains and $32,000 from undistributed net investment income to additional paid-in capital to align financial reporting with tax reporting. As of September 30, 2004, the components of distributable earnings on a tax basis were as follows (dollars in thousands): Undistributed net investment income and currency gains $ 33,796 Loss deferrals related to non-U.S. currency that were realized during the period November 1,2003 through September 30, 2004 (874) Short-term capital loss deferrals (461,258) Gross unrealized appreciation on investment securities 723,249 Gross unrealized depreciation on investment securities (241,630) Net unrealized appreciation on investment securities 481,619 Undistributed net investment income and currency gains above include currency losses of $1,527,000 that were realized during the period November 1, 2002 through September 30, 2003. Short-term capital loss deferrals above include capital loss carryforwards of $161,067,000 and $300,191,000 expiring in 2010 and 2011, respectively. These numbers reflect the utilization of a capital loss carryforward of $16,330,000 during the year ended September 30, 2004. The capital loss carryforwards will be used to offset any capital gains realized by the fund in future years through the expiration dates. The fund will not make distributions from capital gains while capital loss carryforwards remain. During the year ended September 30, 2004, the fund realized, on a tax basis, a net capital gain of $76,385,000, which was offset by capital losses of $60,055,000 that were realized during the period November 1, 2002 through September 30, 2003. Ordinary Income distributions paid or accrued to shareholders from net investment income and currency gains were as follows (dollars in thousands): Share class Year ended September 30, 2004 Year ended September 30, 2003 Class A $ 464,208 $ 396,679 Class B 48,283 37,860 Class C 50,116 37,330 Class F 36,395 28,874 Class 529-A 2,700 1,364 Class 529-B 603 283 Class 529-C 1,260 690 Class 529-E 150 68 Class 529-F 106 31 Class R-1 146 30 Class R-2 1,818 424 Class R-3 2,365 462 Class R-4 1,061 152 Class R-5 4,957 5,497 Total $ 614,168 $ 509,744 4. FEES AND TRANSACTIONS WITH RELATED PARTIES Capital Research and Management Company ("CRMC"), the fund's investment adviser, is the parent company of American Funds Service Company ("AFS"), the fund's transfer agent, and American Funds Distributors, Inc. ("AFD"), the principal underwriter of the fund's shares. INVESTMENT ADVISORY SERVICES - The Investment Advisory and Service Agreement with CRMC provided for monthly fees accrued daily. At the beginning of the period, these fees were based on a declining series of annual rates beginning with 0.30% on the first $60 million of daily net assets and decreasing to 0.16% on such assets in excess of $3 billion. The agreement also provided for monthly fees, accrued daily, based on a declining series of annual rates beginning with 3.00% on the first $8,333,333 of the fund's monthly gross income and decreasing to 2.00% on such income in excess of $25,000,000. The Board of Trustees approved amended agreements continuing the series of rates to include additional annual rates of 0.15% on daily net assets in excess of $6 billion (effective November 1, 2003), 0.14% on daily net assets in excess of $10 billion (effective April 1, 2004) and 1.50% of the fund's monthly gross income in excess of $50,000,000 (effective August 1, 2004). Until the effective date, CRMC reduced investment advisory services fees to the rates provided by the amended agreement. CRMC also reduced investment advisory services fees by an additional $128,000. As a result, the fee shown on the accompanying financial statements of $31,399,000, which was equivalent to an annualized rate of 0.345%, was voluntarily reduced by $149,000 to $31,250,000, or 0.344% of average daily net assets. CLASS-SPECIFIC FEES AND EXPENSES - Expenses that are specific to individual share classes are accrued directly to the respective share class. The principal class-specific fees and expenses are described below: DISTRIBUTION SERVICES - The fund has adopted plans of distribution for all share classes, except Class R-5. Under the plans, the Board of Trustees approves certain categories of expenses that are used to finance activities primarily intended to sell fund shares. The plans provide for annual expenses, based on a percentage of average daily net assets, ranging from 0.30% to 1.00% as noted below. In some cases, the Board of Trustees has approved expense amounts lower than plan limits. All share classes may use up to 0.25% of average daily net assets to pay service fees, or to compensate AFD for paying service fees, to firms that have entered into agreements with AFD for providing certain shareholder services. Expenses in excess of these amounts, up to approved limits, may be used to compensate dealers and wholesalers for distribution expenses. For classes A and 529-A, the Board of Trustees has also approved the reimbursement of dealer and wholesaler commissions paid by AFD for certain shares sold without a sales charge. Each class reimburses AFD for amounts billed within the prior 15 months but only to the extent that the overall annual expense limit of 0.30% is not exceeded. As of September 30, 2004, there were no unreimbursed expenses subject to reimbursement for classes A or 529-A. ------------------------------------------------ ----------------------------- ----------------------------- Share class Currently approved limits Plan limits ------------------------------------------------ ----------------------------- ----------------------------- ------------------------------------------------ ----------------------------- ----------------------------- Class A 0.30% 0.30% ------------------------------------------------ ----------------------------- ----------------------------- ------------------------------------------------ ----------------------------- ----------------------------- Class 529-A 0.30 0.50 ------------------------------------------------ ----------------------------- ----------------------------- ------------------------------------------------ ----------------------------- ----------------------------- Classes B and 529-B 1.00 1.00 ------------------------------------------------ ----------------------------- ----------------------------- ------------------------------------------------ ----------------------------- ----------------------------- Classes C, 529-C and R-1 1.00 1.00 ------------------------------------------------ ----------------------------- ----------------------------- ------------------------------------------------ ----------------------------- ----------------------------- Class R-2 0.75 1.00 ------------------------------------------------ ----------------------------- ----------------------------- ------------------------------------------------ ----------------------------- ----------------------------- Classes 529-E and R-3 0.50 0.75 ------------------------------------------------ ----------------------------- ----------------------------- ------------------------------------------------ ----------------------------- ----------------------------- Classes F, 529-F and R-4 0.25 0.50 ------------------------------------------------ ----------------------------- ----------------------------- TRANSFER AGENT SERVICES - The fund has a transfer agent agreement with AFS for classes A and B. Under this agreement, these share classes compensate AFS for transfer agent services including shareholder recordkeeping, communications and transaction processing. AFS is also compensated for certain transfer agent services provided to all other share classes from the administrative services fees paid to CRMC described below. ADMINISTRATIVE SERVICES - The fund has an administrative services agreement with CRMC to provide transfer agent and other related shareholder services for all classes of shares other than classes A and B. Each relevant class pays CRMC annual fees of 0.15% (0.10% for Class R-5) based on its respective average daily net assets. Each relevant class also pays AFS additional amounts for certain transfer agent services. CRMC and AFS may use these fees to compensate third parties for performing these services. During the year ended September 30, 2004, CRMC agreed to pay a portion of these fees for classes R-1, R-2 and R-3. Each 529 share class is subject to an additional annual administrative services fee of 0.10% of its respective average daily net assets; this fee is payable to the Commonwealth of Virginia for the maintenance of the CollegeAmerica plan. Although these amounts are included with administrative services fees in the accompanying financial statements, the Commonwealth of Virginia is not considered a related party. Administrative services fees are presented gross of any payments made by CRMC. Expenses under the agreements described on the previous page for the year ended September 30, 2004, were as follows (dollars in thousands): -------------------------------------------------------------------------------------------------------------- Share class Distribution Transfer agent Administrative services services services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- CRMC Transfer agent Commonwealth of administrative services Virginia services administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class A $14,509 $5,623 Not applicable Not applicable Not applicable -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class B 7,875 694 Not applicable Not applicable Not applicable -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class C 8,299 Included $1,245 $184 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class F 1,342 Included 805 123 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class 529-A 50 Included 59 6 $39 in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class 529-B 101 Included 15 6 10 in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class 529-C 212 Included 32 9 21 in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class 529-E 12 Included 4 -* 2 in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class 529-F 4 Included 2 -* 2 in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class R-1 23 Included 3 4 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class R-2 223 Included 45 251 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class R-3 182 Included 55 51 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class R-4 39 Included 23 3 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class R-5 Not applicable Included 70 2 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Total $32,871 $6,317 $2,358 $639 $74 -------------------------------------------------------------------------------------------------------------- * Amount less than one thousand. DEFERRED TRUSTEES' COMPENSATION - Since the adoption of the deferred compensation plan in 1993, Trustees who are unaffiliated with CRMC may elect to defer the cash payment of part or all of their compensation. These deferred amounts, which remain as liabilities of the fund, are treated as if invested in shares of the fund or other American Funds. These amounts represent general, unsecured liabilities of the fund and vary according to the total returns of the selected funds. Trustees' compensation in the accompanying financial statements includes $40,000 in current fees (either paid in cash or deferred) and a net increase of $11,000 in the value of the deferred amounts. AFFILIATED OFFICERS AND TRUSTEES - Officers and certain Trustees of the fund are or may be considered to be affiliated with CRMC, AFS and AFD. No affiliated officers or Trustees received any compensation directly from the fund. 5. CAPITAL SHARE TRANSACTIONS Capital share transactions in the fund were as follows (dollars and shares in thousands): Share class Sales(1) Reinvestments of dividends Amount Shares Amount Shares Year ended September 30, 2004 Class A $ 1,862,662 152,602 $ 359,214 29,474 Class B 167,188 13,713 33,715 2,766 Class C 272,859 22,356 35,669 2,926 Class F 376,997 30,929 26,986 2,214 Class 529-A 20,309 1,663 2,696 221 Class 529-B 4,872 399 601 49 Class 529-C 10,770 882 1,253 103 Class 529-E 1,398 115 149 12 Class 529-F 1,069 88 105 9 Class R-1 2,961 244 144 12 Class R-2 37,305 3,059 1,799 148 Class R-3 53,552 4,384 2,343 193 Class R-4 18,450 1,510 1,056 87 Class R-5 30,926 2,547 3,159 259 Total net increase (decrease) $ 2,861,318 234,491 $ 468,889 38,473 Year ended September 30, 2003 Class A $ 2,947,678 269,710 $ 293,946 26,810 Class B 401,738 36,762 25,201 2,283 Class C 515,059 47,001 25,987 2,350 Class F 537,925 49,913 19,042 1,721 Class 529-A 17,906 1,629 1,344 121 Class 529-B 4,996 452 279 25 Class 529-C 10,184 929 683 62 Class 529-E 1,070 98 67 6 Class 529-F 915 82 30 3 Class R-1 1,232 110 29 3 Class R-2 15,383 1,383 413 36 Class R-3 14,631 1,322 452 40 Class R-4 9,077 800 146 13 Class R-5 32,990 3,070 3,129 287 Total net increase (decrease) $ 4,510,784 413,261 $ 370,748 33,760 Share class Repurchases(1) Net increase (decrease) Amount Shares Amount Shares Year ended September 30, 2004 Class A $ (1,731,964) (142,224) $ 489,912 39,852 Class B (165,278) (13,595) 35,625 2,884 Class C (292,482) (24,036) 16,046 1,246 Class F (312,222) (25,587) 91,761 7,556 Class 529-A (4,860) (398) 18,145 1,486 Class 529-B (630) (52) 4,843 396 Class 529-C (3,804) (312) 8,219 673 Class 529-E (274) (23) 1,273 104 Class 529-F (168) (14) 1,006 83 Class R-1 (901) (74) 2,204 182 Class R-2 (10,667) (875) 28,437 2,332 Class R-3 (12,081) (993) 43,814 3,584 Class R-4 (5,080) (418) 14,426 1,179 Class R-5 (37,926) (3,102) (3,841) (296) Total net increase (decrease) $ (2,578,337) (211,703) $ 751,870 61,261 Year ended September 30, 2003 Class A $ (1,294,863) (117,608) $ 1,946,761 178,912 Class B (84,952) (7,642) 341,987 31,403 Class C (129,541) (11,555) 411,505 37,796 Class F (313,475) (28,218) 243,492 23,416 Class 529-A (1,383) (123) 17,867 1,627 Class 529-B (282) (24) 4,993 453 Class 529-C (791) (72) 10,076 919 Class 529-E (80) (7) 1,057 97 Class 529-F -* -* 945 85 Class R-1 (249) (23) 1,012 90 Class R-2 (2,374) (208) 13,422 1,211 Class R-3 (2,825) (248) 12,258 1,114 Class R-4 (891) (78) 8,332 735 Class R-5 (15,953) (1,410) 20,166 1,947 Total net increase (decrease) $ (1,847,659) (167,216) $ 3,033,873 279,805 * Amount less than one thousand. (1) Includes exchanges between share classes of the fund. 6. FORWARD CURRENCY CONTRACTS As of September 30, 2004, the fund had open forward currency contracts to sell non-U.S. currencies as follows: Non-U.S. Contract amount U.S. valuations at September 30, 2004 currency contracts Unrealized Non-U.S. U.S. Amount depreciation (000) (000) (000) (000) Sales: Euros expiring 10/19 to 12/31/2004 Euro 29,625 $36,088 $36,806 ($718) 7. INVESTMENT TRANSACTIONS AND OTHER DISCLOSURES The fund made purchases and sales of investment securities, excluding short-term securities, of $4,044,608,000 and $3,363,774,000, respectively, during the year ended September 30, 2004. The fund receives a reduction in its custodian fee equal to the amount of interest calculated on certain cash balances held at the custodian bank. For the year ended September 30, 2004, the custodian fee of $179,000 included $180,000 that was offset by this reduction, rather than paid in cash. FINANCIAL HIGHLIGHTS (1) Income (loss) from investment operations (2) Net Net asset gains (losses) value, Net on securities Total from beginning investment (both realized investment of period income and unrealized) operations Class A: Year ended 9/30/2004 $11.88 $.87 $.35 $1.22 Year ended 9/30/2003 9.62 .93 2.25 3.18 Year ended 9/30/2002 11.27 1.08 (1.65) (.57) Year ended 9/30/2001 12.93 1.20 (1.61) (.41) Year ended 9/30/2000 13.52 1.18 (.48) .70 Class B: Year ended 9/30/2004 11.88 .78 .35 1.13 Year ended 9/30/2003 9.62 .84 2.25 3.09 Year ended 9/30/2002 11.27 1.00 (1.65) (.65) Year ended 9/30/2001 12.93 1.10 (1.61) (.51) Period from 3/15/2000 to 9/30/2000 13.57 .52 (.53) (.01) Class C: Year ended 9/30/2004 11.88 .77 .35 1.12 Year ended 9/30/2003 9.62 .83 2.25 3.08 Year ended 9/30/2002 11.27 .99 (1.65) (.66) Period from 3/15/2001 to 9/30/2001 12.48 .53 (1.15) (.62) Class F: Year ended 9/30/2004 11.88 .86 .35 1.21 Year ended 9/30/2003 9.62 .92 2.25 3.17 Year ended 9/30/2002 11.27 1.07 (1.65) (.58) Period from 3/15/2001 to 9/30/2001 12.48 .57 (1.15) (.58) Class 529-A: Year ended 9/30/2004 11.88 .86 .35 1.21 Year ended 9/30/2003 9.62 .92 2.25 3.17 Period from 2/19/2002 to 9/30/2002 11.37 .65 (1.76) (1.11) Class 529-B: Year ended 9/30/2004 11.88 .75 .35 1.10 Year ended 9/30/2003 9.62 .82 2.25 3.07 Period from 2/25/2002 to 9/30/2002 11.23 .59 (1.63) (1.04) Class 529-C: Year ended 9/30/2004 11.88 .75 .35 1.10 Year ended 9/30/2003 9.62 .82 2.25 3.07 Period from 2/19/2002 to 9/30/2002 11.37 .60 (1.76) (1.16) Class 529-E: Year ended 9/30/2004 11.88 .82 .35 1.17 Year ended 9/30/2003 9.62 .88 2.25 3.13 Period from 3/15/2002 to 9/30/2002 11.57 .57 (1.96) (1.39) Class 529-F: Year ended 9/30/2004 11.88 .85 .35 1.20 Year ended 9/30/2003 9.62 .91 2.25 3.16 Period from 9/16/2002 to 9/30/2002 9.88 .08 (.30) (.22) Financial highlights (1) (continued) Income (loss) from investment operations (2) Net Net asset gains(losses) value, Net on securities Total from beginning investment (both realized investment of period income and unrealized) operations Class R-1: Year ended 9/30/2004 $11.88 $.76 $.35 $1.11 Year ended 9/30/2003 9.62 .83 2.25 3.08 Period from 7/11/2002 to 9/30/2002 10.00 .23 (.40) (.17) Class R-2: Year ended 9/30/2004 11.88 .77 .35 1.12 Year ended 9/30/2003 9.62 .84 2.25 3.09 Period from 6/18/2002 to 9/30/2002 10.76 .31 (1.18) (.87) Class R-3: Year ended 9/30/2004 11.88 .82 .35 1.17 Year ended 9/30/2003 9.62 .88 2.25 3.13 Period from 6/21/2002 to 9/30/2002 10.60 .31 (1.01) (.70) Class R-4: Year ended 9/30/2004 11.88 .86 .35 1.21 Year ended 9/30/2003 9.62 .92 2.25 3.17 Period from 7/19/2002 to 9/30/2002 9.97 .22 (.38) (.16) Class R-5: Year ended 9/30/2004 11.88 .90 .35 1.25 Year ended 9/30/2003 9.62 .95 2.25 3.20 Period from 5/15/2002 to 9/30/2002 11.30 .42 (1.70) (1.28) FINANCIAL HIGHLIGHTS (1) Dividends (from net Net asset Net assets, investment value, end Total end of period income) of period return (3) (in millions) Class A: Year ended 9/30/2004 $(.84) $12.26 10.57% $6,920 Year ended 9/30/2003 (.92) 11.88 34.30 6,235 Year ended 9/30/2002 (1.08) 9.62 (5.88) 3,327 Year ended 9/30/2001 (1.25) 11.27 (3.44) 2,936 Year ended 9/30/2000 (1.29) 12.93 5.29 2,788 Class B: Year ended 9/30/2004 (.75) 12.26 9.71 794 Year ended 9/30/2003 (.83) 11.88 33.28 736 Year ended 9/30/2002 (1.00) 9.62 (6.57) 294 Year ended 9/30/2001 (1.15) 11.27 (4.17) 123 Period from 3/15/2000 to 9/30/2000 (.63) 12.93 (.05) 27 Class C: Year ended 9/30/2004 (.74) 12.26 9.62 812 Year ended 9/30/2003 (.82) 11.88 33.17 772 Year ended 9/30/2002 (.99) 9.62 (6.65) 262 Period from 3/15/2001 to 9/30/2001 (.59) 11.27 (5.11) 44 Class F: Year ended 9/30/2004 (.83) 12.26 10.44 578 Year ended 9/30/2003 (.91) 11.88 34.17 470 Year ended 9/30/2002 (1.07) 9.62 (5.95) 156 Period from 3/15/2001 to 9/30/2001 (.63) 11.27 (4.86) 32 Class 529-A: Year ended 9/30/2004 (.83) 12.26 10.48 48 Year ended 9/30/2003 (.91) 11.88 34.17 28 Period from 2/19/2002 to 9/30/2002 (.64) 9.62 (10.11) 7 Class 529-B: Year ended 9/30/2004 (.72) 12.26 9.47 12 Year ended 9/30/2003 (.81) 11.88 33.01 7 Period from 2/25/2002 to 9/30/2002 (.57) 9.62 (9.54) 2 Class 529-C: Year ended 9/30/2004 (.72) 12.26 9.49 25 Year ended 9/30/2003 (.81) 11.88 33.03 16 Period from 2/19/2002 to 9/30/2002 (.59) 9.62 (10.52) 4 Class 529-E: Year ended 9/30/2004 (.79) 12.26 10.06 3 Year ended 9/30/2003 (.87) 11.88 33.73 2 Period from 3/15/2002 to 9/30/2002 (.56) 9.62 (12.29) - (6) Class 529-F: Year ended 9/30/2004 (.82) 12.26 10.34 2 Year ended 9/30/2003 (.90) 11.88 34.06 1 Period from 9/16/2002 to 9/30/2002 (.04) 9.62 (2.23) - (6) Financial highlights (1) (continued) Dividends (from net Net asset Net assets, investment value, end Total end of period income) of period return (in millions) Class R-1: Year ended 9/30/2004 $(.73) $12.26 9.59% $3 Year ended 9/30/2003 (.82) 11.88 33.16 1 Period from 7/11/2002 to 9/30/2002 (.21) 9.62 (1.70) - (6) Class R-2: Year ended 9/30/2004 (.74) 12.26 9.63 44 Year ended 9/30/2003 (.83) 11.88 33.21 15 Period from 6/18/2002 to 9/30/2002 (.27) 9.62 (8.05) - (6) Class R-3: Year ended 9/30/2004 (.79) 12.26 10.05 58 Year ended 9/30/2003 (.87) 11.88 33.71 14 Period from 6/21/2002 to 9/30/2002 (.28) 9.62 (6.63) 1 Class R-4: Year ended 9/30/2004 (.83) 12.26 10.45 24 Year ended 9/30/2003 (.91) 11.88 34.17 9 Period from 7/19/2002 to 9/30/2002 (.19) 9.62 (1.58) - (6) Class R-5: Year ended 9/30/2004 (.87) 12.26 10.80 74 Year ended 9/30/2003 (.94) 11.88 34.61 75 Period from 5/15/2002 to 9/30/2002 (.40) 9.62 (11.41) 42 FINANCIAL HIGHLIGHTS (1) Ratio of expenses Ratio of expenses Ratio of to average net assets to average net assets net income before reimbursement/ after reimbursement to average waiver waiver (4) net assets Class A: Year ended 9/30/2004 .67% .67% 7.19% Year ended 9/30/2003 .75 .75 8.49 Year ended 9/30/2002 .88 .88 9.99 Year ended 9/30/2001 .83 .83 9.75 Year ended 9/30/2000 .82 .82 8.87 Class B: Year ended 9/30/2004 1.46 1.46 6.40 Year ended 9/30/2003 1.51 1.51 7.63 Year ended 9/30/2002 1.59 1.59 9.28 Year ended 9/30/2001 1.57 1.57 8.75 Period from 3/15/2000 to 9/30/2000 1.52 (5) 1.52 (5) 8.18 (5) Class C: Year ended 9/30/2004 1.54 1.54 6.31 Year ended 9/30/2003 1.60 1.60 7.49 Year ended 9/30/2002 1.67 1.67 9.21 Period from 3/15/2001 to 9/30/2001 1.70 (5) 1.70 (5) 8.54 (5) Class F: Year ended 9/30/2004 .79 .78 7.05 Year ended 9/30/2003 .84 .84 8.26 Year ended 9/30/2002 .93 .93 9.95 Period from 3/15/2001 to 9/30/2001 .93 (5) .93 (5) 9.32 (5) Class 529-A: Year ended 9/30/2004 .76 .76 7.12 Year ended 9/30/2003 .77 .77 8.36 Period from 2/19/2002 to 9/30/2002 1.07 (5) 1.07 (5) 10.40 (5) Class 529-B: Year ended 9/30/2004 1.67 1.67 6.20 Year ended 9/30/2003 1.73 1.73 7.36 Period from 2/25/2002 to 9/30/2002 1.82 (5) 1.82 (5) 9.67 (5) Class 529-C: Year ended 9/30/2004 1.66 1.66 6.21 Year ended 9/30/2003 1.71 1.71 7.43 Period from 2/19/2002 to 9/30/2002 1.80 (5) 1.80 (5) 9.65 (5) Class 529-E: Year ended 9/30/2004 1.13 1.13 6.75 Year ended 9/30/2003 1.18 1.18 7.94 Period from 3/15/2002 to 9/30/2002 1.27 (5) 1.27 (5) 10.45 (5) Class 529-F: Year ended 9/30/2004 .88 .88 6.99 Year ended 9/30/2003 .92 .92 7.96 Period from 9/16/2002 to 9/30/2002 .05 .05 .77 Financial highlights (1) (continued) Ratio of expenses Ratio of expenses Ratio of to average net assets to average net assets net income before reimbursement/ after reimbursement/ to average waiver waiver (4) net assets Class R-1: Year ended 9/30/2004 1.68% 1.56% 6.32% Year ended 9/30/2003 2.01 1.60 7.20 Period from 7/11/2002 to 9/30/2002 2.07 .38 2.32 Class R-2: Year ended 9/30/2004 2.10 1.53 6.36 Year ended 9/30/2003 2.31 1.57 7.34 Period from 6/18/2002 to 9/30/2002 .85 .48 3.17 Class R-3: Year ended 9/30/2004 1.15 1.14 6.76 Year ended 9/30/2003 1.28 1.18 7.74 Period from 6/21/2002 to 9/30/2002 .51 .36 3.21 Class R-4: Year ended 9/30/2004 .79 .78 7.11 Year ended 9/30/2003 .86 .83 8.13 Period from 7/19/2002 to 9/30/2002 9.55 .14 2.25 Class R-5: Year ended 9/30/2004 .47 .47 7.39 Year ended 9/30/2003 .52 .52 8.77 Period from 5/15/2002 to 9/30/2002 .23 .23 4.25 Year ended September 30 2004 2003 2002 2001 2000 Portfolio turnover rate for all classes of shares 39% 41% 34% 44% 46% (1) Based on operations for the period shown (unless otherwise noted) and, accordingly, may not be representative of a full year. (2) Based on average shares outstanding (3) Total returns exclude all sales charges, including contingent deferred sales charges. (4) The ratios in this column reflect the impact, if any, of certain reimbursements/waivers from CRMC. During some of the periods shown, CRMC reduced fees for investment advisory services for all share classes. In addition, during the start-up period for the retirement share classes (except R-5), CRMC agreed to pay a portion of the fees related to transfer agent services. (5) Annualized. (6) Amount less than $1 million. See Notes to Financial Statements REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE BOARD OF TRUSTEES AND SHAREHOLDERS OF AMERICAN HIGH-INCOME TRUST: We have audited the accompanying statement of assets and liabilities of American High-Income Trust (the "Fund"), including the investment portfolio, as of September 30, 2004, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of September 30, 2004, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of American High-Income Trust as of September 30, 2004, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. Deloitte & Touche LLP Costa Mesa, California November 9, 2004 TAX INFORMATION (unaudited) We are required to advise you within 60 days of the fund's fiscal year-end regarding the federal tax status of certain distributions received by shareholders during such fiscal year. The information below is provided for the fund's fiscal year ending September 30, 2004. Individual shareholders are eligible for reduced tax rates on qualified dividend income. For purposes of computing the dividends eligible for reduced tax rates, $9,031,000 of the dividends paid by the fund from ordinary income earned during the fiscal year are considered qualified dividend income. Corporate shareholders may exclude up to 70% of qualifying dividends. For purposes of computing this exclusion, $9,384,000 of the dividends paid by the fund from ordinary income earned during the fiscal year represent qualifying dividends. Certain states may exempt from income taxation that portion of dividends paid by the fund from ordinary income that was derived from direct U.S. government obligations. For purposes of computing this exclusion, $3,144,000 of the dividends paid by the fund from ordinary income earned during the fiscal year were derived from interest on direct U.S. government obligations. Dividends and distributions received by retirement plans such as IRAs, Keogh-type plans and 403(b) plans need not be reported as taxable income. However, many retirement plan trusts may need this information for their annual information reporting. SINCE THE INFORMATION ABOVE IS REPORTED FOR THE FUND'S FISCAL YEAR AND NOT THE CALENDAR YEAR, SHAREHOLDERS SHOULD REFER TO THEIR FORM 1099-DIV OR OTHER TAX INFORMATION WHICH WILL BE MAILED IN JANUARY 2005 TO DETERMINE THE CALENDAR YEAR AMOUNTS TO BE INCLUDED ON THEIR 2004 TAX RETURNS. SHAREHOLDERS SHOULD CONSULT THEIR TAX ADVISERS. OTHER SHARE CLASS RESULTS (unaudited) Class B, Class C, Class F and Class 529 Figures shown are past results and are not predictive of results in future periods. Current and future results may be lower or higher than those shown. Share prices and returns will vary, so investors may lose money. For the most current information and month-end results, visit americanfunds.com. Returns for periods ended September 30, 2004: 1 year Life of class CLASS B SHARES Reflecting applicable contingent deferred sales charge (CDSC), maximum of 5%, payable only if shares are sold within six years of purchase +4.71% +5.77%(1) Not reflecting CDSC +9.71% + 6.10%(1) CLASS C SHARES Reflecting CDSC, maximum of 1%, payable only if shares are sold within one year of purchase +8.62% +7.52%(2) Not reflecting CDSC +9.62% +7.52%(2) CLASS F SHARES(3) Not reflecting annual asset-based fee charged by sponsoring firm +10.44% +8.29%(2) CLASS 529-A SHARES Reflecting 3.75% maximum sales charge +6.36% +10.00%(4) Not reflecting maximum sales charge +10.48% +11.61%(4) CLASS 529-B SHARES Reflecting applicable CDSC, maximum of 5%, payable only if shares are sold within six years of purchase +4.47% +9.89%(5) Not reflecting CDSC +9.47% +11.20%(5) CLASS 529-C SHARES Reflecting CDSC, maximum of 1%, payable only if shares are sold within one year of purchase +8.49% +10.68%(4) Not reflecting CDSC +9.49% +10.68%(4) CLASS 529-E SHARES(3) +10.06% +10.55%(6) CLASS 529-F SHARES(3) Not reflecting annual asset-based fee charged by sponsoring firm +10.34% +19.84%(7) (1) Average annual total return from March 15, 2000, when Class B shares were first sold. (2) Average annual total return from March 15, 2001, when Class C and Class F shares were first sold. (3) These shares are sold without any initial or contingent deferred sales charge. (4) Average annual total return from February 19, 2002, when Class 529-A and Class 529-C shares were first sold. (5) Average annual total return from February 25, 2002, when Class 529-B shares were first sold. (6) Average annual total return from March 15, 2002, when Class 529-E shares were first sold. (7) Average annual total return from September 16, 2002, when Class 529-F shares were first sold. There are several ways to invest in American High-Income Trust. Class A shares are subject to a 3.75% maximum up-front sales charge that declines for accounts (and aggregated investments) of $100,000 or more and is eliminated for purchases of $1 million or more. Other share classes, which are generally not available for certain employer-sponsored retirement plans, have no up-front sales charges but are subject to additional annual expenses and fees. Annual expenses for Class B shares were 0.79 percentage points higher than for Class A shares; Class B shares convert to Class A shares after eight years of ownership. If redeemed within six years, Class B shares may also be subject to a contingent deferred sales charge ("CDSC") of up to 5% that declines over time. Class C shares were subject to annual expenses 0.87 percentage points higher than those for Class A shares and a 1% CDSC if redeemed within the first year after purchase. Class C shares convert to Class F shares after 10 years. Class F shares, which are available only through certain fee-based programs offered by broker-dealer firms and registered investment advisers, had higher annual expenses (by 0.11 percentage points) than did Class A shares, and an annual asset-based fee charged by the sponsoring firm. Expenses are deducted from income earned by the fund. As a result, dividends and investment results will differ for each share class. EXPENSE EXAMPLE (unaudited) As a shareholder of the fund, you incur two types of costs: (1) transaction costs such as initial sales charges on purchase payments and contingent deferred sales charges on redemptions (loads); and (2) ongoing costs, including management fees; distribution and service (12b-1) fees; and other expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the fund so you can compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (April 1, 2004 through September 30, 2004). ACTUAL EXPENSES: The first line of each share class in the table on the next page provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses paid during period" to estimate the expenses you paid on your account during this period. There are some account fees that are charged to certain types of accounts, such as Individual Retirement Accounts and CollegeAmerica accounts (generally, a $10 fee is charged to set up the account and an additional $10 fee is charged to the account annually) that would increase the amount of expenses paid on your account. In addition, retirement plan participants may be subject to certain fees charged by the plan sponsor, and Class F and Class 529-F shareholders may be subject to fees charged by financial intermediaries, typically ranging from 0.50% to 3.00% of assets annually depending on services offered. You may use the information in the table on the next page to estimate the impact of these fees by adding the amount of the fees to the number in the first line for your share class under the heading entitled "Expenses paid during period," and subtracting the amount of the fees from the number in the first line under the heading entitled "Ending account value." HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES: The second line of each share class in the table on the next page provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio for the share class and an assumed rate of return of 5.00% per year before expenses, which is not the actual return of the share class. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the fund and other funds. To do so, compare this 5.00% hypothetical example with the 5.00% hypothetical examples that appear in the shareholder reports of the other funds. There are some account fees that are charged to certain shareholders, such as Individual Retirement Accounts and CollegeAmerica accounts (generally, a $10 fee is charged to set up the account and an additional $10 fee is charged to the account annually) that would increase the amount of expenses paid on your account. In addition, retirement plan participants may be subject to certain fees charged by the plan sponsor, and Class F and Class 529-F shareholders may be subject to fees charged by financial intermediaries, typically ranging from 0.50% to 3.00% of assets annually depending on services offered. You may use the information in the table on the next page to estimate the impact of these fees by adding the amount of the fees to the number in the second line for your share class under the heading entitled "Expenses paid during period," and subtracting the amount of the fees from the number in the second line under the heading entitled "Ending account value." Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the second line of each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. Beginning account Ending account Expenses paid Annualized value 4/1/2004 value 9/30/2004 during period(1) expense ratio Class A -- actual return $ 1,000.00 $ 1,028.85 $ 3.46 .68% Class A -- assumed 5% return 1,000.00 1,021.66 3.45 .68 Class B -- actual return 1,000.00 1,024.89 7.36 1.45 Class B -- assumed 5% return 1,000.00 1,017.80 7.33 1.45 Class C -- actual return 1,000.00 1,024.48 7.76 1.53 Class C -- assumed 5% return 1,000.00 1,017.40 7.74 1.53 Class F -- actual return 1,000.00 1,028.35 3.92 .77 Class F -- assumed 5% return 1,000.00 1,021.21 3.90 .77 Class 529-A -- actual return 1,000.00 1,028.42 3.86 .76 Class 529-A -- assumed 5% return 1,000.00 1,021.26 3.85 .76 Class 529-B -- actual return 1,000.00 1,023.80 8.42 1.66 Class 529-B -- assumed 5% return 1,000.00 1,016.75 8.39 1.66 Class 529-C -- actual return 1,000.00 1,023.85 8.37 1.65 Class 529-C -- assumed 5% return 1,000.00 1,016.80 8.34 1.65 Class 529-E -- actual return 1,000.00 1,026.54 5.74 1.13 Class 529-E -- assumed 5% return 1,000.00 1,019.40 5.72 1.13 Class 529-F -- actual return 1,000.00 1,027.86 4.42 .87 Class 529-F -- assumed 5% return 1,000.00 1,020.71 4.41 .87 Class R-1 -- actual return 1,000.00 1,024.35 7.92 1.56 Class R-1 -- assumed 5% return 1,000.00 1,017.25 7.89 1.56 Class R-2 -- actual return 1,000.00 1,024.53 7.71 1.52 Class R-2 -- assumed 5% return 1,000.00 1,017.45 7.69 1.52 Class R-3 -- actual return 1,000.00 1,026.52 5.79 1.14 Class R-3 -- assumed 5% return 1,000.00 1,019.35 5.77 1.14 Class R-4 -- actual return 1,000.00 1,028.34 3.97 .78 Class R-4 -- assumed 5% return 1,000.00 1,021.16 3.95 .78 Class R-5 -- actual return 1,000.00 1,029.98 2.34 .46 Class R-5 -- assumed 5% return 1,000.00 1,022.76 2.33 .46 (1) Expenses are equal to the annualized expense ratio, multiplied by the average account value over the period, multiplied by the number of days in the period (183), and divided by 365 (to reflect the one-half year period). BOARD OF TRUSTEES "NON-INTERESTED" TRUSTEES YEAR FIRST ELECTED A TRUSTEE NAME AND AGE OF THE FUND(1) PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS Ambassador 1999 Corporate director and author; former U.S. Richard G. Capen, Jr., 70 Ambassador to Spain; former Vice Chairman, Knight-Ridder, Inc. (communications company); former Chairman and Publisher, The Miami Herald H. Frederick Christie, 71 1987 Private investor; former President and CEO, The Mission Group (non-utility holding company, subsidiary of Southern California Edison Company) Diane C. Creel, 56 1994 Chairman of the Board and CEO, Ecovation, Inc. (organic waste management) Martin Fenton, 69 1989 Chairman of the Board and CEO, Senior Resource Group LLC (development and management of senior living communities) Leonard R. Fuller, 58 1994 President and CEO, Fuller Consulting (financial management consulting firm) Richard G. Newman, 70 1991 Chairman of the Board and CEO, AECOM Technology Corporation (engineering, consulting and professional technical services) Frank M. Sanchez, 61 1999 Principal, The Sanchez Family Corporation dba McDonald's Restaurants (McDonald's licensee) "NON-INTERESTED" TRUSTEES NUMBER OF PORTFOLIOS IN FUND COMPLEX(2) OVERSEEN BY NAME AND AGE TRUSTEE OTHER DIRECTORSHIPS(3) HELD BY TRUSTEE Ambassador 14 Carnival Corporation Richard G. Capen, Jr., 70 H. Frederick Christie, 71 19 Ducommun Incorporated; IHOP Corporation; Southwest Water Company; Valero L.P. Diane C. Creel, 56 12 Allegheny Technologies; BF Goodrich; Teledyne Technologies Martin Fenton, 69 16 None Leonard R. Fuller, 58 14 None Richard G. Newman, 70 13 Sempra Energy; Southwest Water Company Frank M. Sanchez, 61 12 None "INTERESTED" TRUSTEES(4) YEAR FIRST ELECTED A TRUSTEE 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 Paul G. Haaga, Jr., 55 1987 Executive Vice President and Director, Capital Chairman of the Board Research and Management Company; Director, The Capital Group Companies, Inc.(5) Abner D. Goldstine, 74 1987 Senior Vice President and Director, Capital Vice Chairman of the Board Research and Management Company David C. Barclay, 48 1995 Senior Vice President, Capital Research and President Management Company "INTERESTED" TRUSTEES(4) NUMBER OF PORTFOLIOS IN FUND COMPLEX(2) NAME, AGE AND OVERSEEN BY POSITION WITH FUND TRUSTEE OTHER DIRECTORSHIPS(3) HELD BY TRUSTEE Paul G. Haaga, Jr., 55 17 None Chairman of the Board Abner D. Goldstine, 74 12 None Vice Chairman of the Board David C. Barclay, 48 1 None President The statement of additional information includes additional information about fund Trustees and is available without charge upon request by calling American Funds Service Company at 800/421-0180. The address for all Trustees and officers of the fund is 333 South Hope Street, Los Angeles, CA 90071, Attention: Fund Secretary. (1) Trustees and officers of the fund serve until their resignation, removal or retirement. (2) Capital Research and Management Company manages the American Funds, consisting of 29 funds. Capital Research and Management Company also manages American Funds Insurance Series,(R) which serves as the underlying investment vehicle for certain variable insurance contracts, and Endowments, whose shareholders are limited to certain nonprofit organizations. (3) This includes all directorships (other than those in the American Funds) that are held by each Trustee as a director of a public company or a registered investment company. (4) "Interested persons" within the meaning of the 1940 Act, on the basis of their affiliation with the fund's investment adviser, Capital Research and Management Company, or affiliated entities (including the fund's principal underwriter). (5) Company affiliated with Capital Research and Management Company. 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 Susan M. Tolson, 42 1997 Senior Vice President, Capital Research Company(5) Senior Vice President Jennifer L. Hinman, 46 2001 Vice President and Director, Capital Research Vice President Company(5) Kristine M. Nishiyama, 34 2003 Vice President and Counsel -- Fund Business Vice President Management Group, Capital Research and Management Company Julie F. Williams, 56 1987 Vice President -- Fund Business Management Secretary Group, Capital Research and Management Company Susi M. Silverman, 34 2001 Vice President -- Fund Business Management Treasurer Group, Capital Research and Management Company Kimberly S. Verdick, 40 1994 Assistant Vice President -- Fund Business Assistant Secretary Management Group, Capital Research and Management Company Sharon G. Moseley, 36 2003 Vice President -- Fund Business Management Assistant Treasurer Group, Capital Research and Management Company OFFICES OF THE FUND AND OF THE INVESTMENT ADVISER Capital Research and Management Company 333 South Hope Street Los Angeles, CA 90071-1406 135 South State College Boulevard Brea, CA 92821-5823 TRANSFER AGENT FOR SHAREHOLDER ACCOUNTS American Funds Service Company (Please write to the address nearest you.) P.O. Box 25065 Santa Ana, CA 92799-5065 P.O. Box 659522 San Antonio, TX 78265-9522 P.O. Box 6007 Indianapolis, IN 46206-6007 P.O. Box 2280 Norfolk, VA 23501-2280 CUSTODIAN OF ASSETS JPMorgan Chase Bank 270 Park Avenue New York, NY 10017-2070 COUNSEL Paul, Hastings, Janofsky & Walker LLP 515 South Flower Street Los Angeles, CA 90071-2228 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Deloitte & Touche LLP 695 Town Center Drive Suite 1200 Costa Mesa, CA 92626-7188 PRINCIPAL UNDERWRITER American Funds Distributors, Inc. 333 South Hope Street Los Angeles, CA 90071-1406 INVESTORS SHOULD CAREFULLY CONSIDER THE INVESTMENT OBJECTIVES, RISKS, CHARGES AND EXPENSES OF THE AMERICAN FUNDS AND COLLEGEAMERICA. THIS AND OTHER IMPORTANT INFORMATION IS CONTAINED IN THE FUND'S PROSPECTUS AND THE COLLEGEAMERICA PROGRAM DESCRIPTION, WHICH CAN BE OBTAINED FROM YOUR FINANCIAL ADVISER AND SHOULD BE READ CAREFULLY BEFORE INVESTING. YOU MAY ALSO CALL AMERICAN FUNDS SERVICE COMPANY (AFS) AT 800/421-0180 OR VISIT THE AMERICAN FUNDS WEBSITE AT AMERICANFUNDS.COM. COLLEGEAMERICA IS SPONSORED BY THE VIRGINIA COLLEGE SAVINGS PLAN. "AMERICAN FUNDS PROXY VOTING GUIDELINES" -- WHICH DESCRIBES HOW WE VOTE PROXIES RELATING TO PORTFOLIO SECURITIES -- IS AVAILABLE FREE OF CHARGE ON THE U.S. SECURITIES AND EXCHANGE COMMISSION (SEC) WEBSITE AT WWW.SEC.GOV, ON THE AMERICAN FUNDS WEBSITE OR UPON REQUEST BY CALLING AFS. THE FUND'S PROXY VOTING RECORD FOR THE 12 MONTHS ENDED JUNE 30, 2004, IS ALSO AVAILABLE ON THE SEC AND AMERICAN FUNDS WEBSITES. A complete portfolio of American High-Income Trust's investments is available free of charge on the SEC website or upon request by calling AFS. American High-Income Trust files a complete list of its portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available free of charge on the SEC website or upon request by calling AFS. You may also review or, for a fee, copy the forms at the SEC's Public Reference Room in Washington, D.C. (800/SEC-0330). This report is for the information of shareholders of American High-Income Trust, but it may also be used as sales literature when preceded or accompanied by the current prospectus, which gives details about charges, expenses, investment objectives and operating policies of the fund. If used as sales material after December 31, 2004, this report must be accompanied by an American Funds statistical update for the most recently completed calendar quarter. [logo - American Funds(R)] The right choice for the long term(R) WHAT MAKES AMERICAN FUNDS DIFFERENT? For more than 70 years, we have followed a consistent philosophy that we firmly believe is in our investors' best interests. The range of opportunities offered by our family of just 29 carefully conceived, broadly diversified funds has attracted over 25 million shareholder accounts. OUR UNIQUE COMBINATION OF STRENGTHS INCLUDES THESE FIVE FACTORS: o A LONG-TERM, VALUE-ORIENTED APPROACH Rather than follow fads, we pursue a consistent strategy, focusing on each investment's long-term potential. o AN UNPARALLELED GLOBAL RESEARCH EFFORT American Funds draws on one of the industry's most globally integrated research networks. o THE MULTIPLE PORTFOLIO COUNSELOR SYSTEM Every American Fund is divided among a number of portfolio counselors. Each takes responsibility for a portion independently, within each fund's objectives; in most cases, research analysts manage a portion as well. Over time this method has contributed to a consistency of results and continuity of management. o EXPERIENCED INVESTMENT PROFESSIONALS The recent market decline was not the first for most of the portfolio counselors who serve the American Funds. More than half of them were in the investment business before the sharp market decline of 1987. o A COMMITMENT TO LOW OPERATING EXPENSES American Funds' operating expenses are among the lowest in the mutual fund industry. Our portfolio turnover rates are low as well, keeping transaction costs and tax consequences contained. 29 MUTUAL FUNDS, CONSISTENT PHILOSOPHY, CONSISTENT RESULTS o GROWTH FUNDS Emphasis on long-term growth through stocks AMCAP Fund(R) EuroPacific Growth Fund(R) The Growth Fund of America(R) The New Economy Fund(R) New Perspective Fund(R) New World Fund(SM) SMALLCAP World Fund(R) o GROWTH-AND-INCOME FUNDS Emphasis on long-term growth and dividends through stocks American Mutual Fund(R) Capital World Growth and Income Fund(SM) Fundamental Investors(SM) The Investment Company of America(R) Washington Mutual Investors Fund(SM) o EQUITY-INCOME FUNDS Emphasis on above-average income and growth through stocks and/or bonds Capital Income Builder(R) The Income Fund of America(R) o BALANCED FUND Emphasis on long-term growth and current income through stocks and bonds American Balanced Fund(R) o BOND FUNDS Emphasis on current income through bonds > American High-Income Trust(SM) The Bond Fund of America(SM) Capital World Bond Fund(R) Intermediate Bond Fund of America(R) U.S. Government Securities Fund(SM) o TAX-EXEMPT BOND FUNDS Emphasis on tax-free current income through municipal bonds American High-Income Municipal Bond Fund(R) Limited Term Tax-Exempt Bond Fund of America(SM) The Tax-Exempt Bond Fund of America(R) STATE-SPECIFIC TAX-EXEMPT FUNDS The Tax-Exempt Fund of California(R) The Tax-Exempt Fund of Maryland(R) The Tax-Exempt Fund of Virginia(R) o MONEY MARKET FUNDS The Cash Management Trust of America(R) The Tax-Exempt Money Fund of America(SM) The U.S. Treasury Money Fund of America(SM) THE CAPITAL GROUP COMPANIES American Funds Capital Research and Management Capital International Capital Guardian Capital Bank and Trust Lit. No. MFGEAR-921-1104P Litho in USA RCG/L/8049-S1901 Printed on recycled paper ITEM 2 - Code of Ethics The Registrant has adopted a Code of Ethics that applies to its Principal Executive Officer and Principal Financial Officer. The Registrant undertakes to provide to any person without charge, upon request, a copy of the Code of Ethics. Such request can be made to American Funds Service Company at 800/421-0180 or to the Secretary of the Registrant, 333 South Hope Street, Los Angeles, California 90071. ITEM 3 - Audit Committee Financial Expert The Registrant's Board has determined that H. Frederick Christie, a member of the Registrant's Audit Committee, is an "audit committee financial expert" and "independent," as such terms are defined in this Item. This designation will not increase the designee's duties, obligations or liability as compared to his duties, obligations and liability as a member of the Audit Committee and of the Board; nor will it reduce the responsibility of the other Audit Committee members. There may be other individuals who, through education or experience, would qualify as "audit committee financial experts" if the Board had designated them as such. Most importantly, the Board believes each member of the Audit Committee contributes significantly to the effective oversight of the Registrant's financial statements and condition. ITEM 4 - Principal Accountant Fees and Services Fees billed by the Registrant's auditors for each of the last two fiscal years, including fees for non-audit services billed to the adviser and affiliates for engagements that relate directly to the operations and financial reporting of the Registrant, and a description of the nature of the services comprising the fees, are listed below: Registrant: a) Audit Fees: 2003 $63,000 2004 $70,000 b) Audit- Related Fees: 2003 none 2004 $10,000 The audit-related fees consist of assurance and related services relating to the examination of the Registrant's investment adviser conducted in accordance with Statement on Auditing Standards Number 70 issued by the American Institute of Certified Public Accountants. c) Tax Fees: 2003 $5,000 2004 $6,000 The tax fees consist of professional services relating to the preparation of the Registrant's tax returns. d) All Other Fees: 2003 none 2004 none Adviser and affiliates (includes only fees for non-audit services billed to the adviser and affiliates for engagements that relate directly to the operations and financial reporting of the Registrant and were subject to the pre-approval policies described below): b) Audit- Related Fees: 2003 $365,000 2004 $323,000 The audit-related fees consist of assurance and related services relating to the examination of the Registrant's transfer agency and investment adviser conducted in accordance with Statement on Auditing Standards Number 70 issued by the American Institute of Certified Public Accountants. c) Tax Fees: 2003 none 2004 none d) All Other Fees: 2003 none 2004 none The Registrant's Audit Committee will pre-approve all audit and permissible non-audit services that the Committee considers compatible with maintaining the auditors' independence. The pre-approval requirement will extend to all non-audit services provided to the Registrant, the investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Registrant, if the engagement relates directly to the operations and financial reporting of the registrant. The Committee will not delegate its responsibility to pre-approve these services to the investment adviser. The Committee may delegate to one or more Committee members the authority to review and pre-approve audit and permissible non-audit services. Actions taken under any such delegation will be reported to the full Committee at its next meeting. The pre-approval requirement is waived with respect to non-audit services if certain conditions are met. The pre-approval requirement was not waived for any of the services listed above under paragraphs b, c and d. Aggregate non-audit fees paid to the Registrant's auditors, including fees for all services billed to the Registrant and the adviser and affiliates that provide ongoing services to the Registrant were $378,000 for fiscal year 2003 and $855,000 for fiscal year 2004. The non-audit services represented by these amounts were brought to the attention of the Committee and considered to be compatible with maintaining the auditors' independence. ITEM 5 - Audit Committee of Listed Registrants Not applicable. ITEM 6 - Schedule of Investments [logo - American Funds (r)] AMERICAN HIGH-INCOME TRUST Investment portfolio September 30, 2004 Principal amount Market value BONDS AND NOTES -- 88.10% (000) (000) CONSUMER DISCRETIONARY -- 26.97% Ford Motor Credit Co. 7.375% 2009 $38,000 $41,667 Ford Motor Credit Co. 7.875% 2010 23,300 26,018 Ford Motor Credit Co. 7.25% 2011 16,000 17,338 Ford Motor Credit Co. 7.375% 2011 36,500 39,745 General Motors Acceptance Corp. 6.125% 2006 5,000 5,229 General Motors Acceptance Corp. 6.125% 2007 13,500 14,232 General Motors Acceptance Corp. 6.15% 2007 10,000 10,515 General Motors Acceptance Corp. 7.75% 2010 6,000 6,600 General Motors Acceptance Corp. 6.875% 2011 12,000 12,606 General Motors Corp. 7.20% 2011 7,250 7,688 General Motors Acceptance Corp. 7.25% 2011 16,000 17,105 General Motors Acceptance Corp. 6.875% 2012 21,500 22,375 Cinemark USA, Inc. 9.00% 2013 58,218 65,350 Cinemark, Inc. 0%/9.75% 2014(1) 40,050 27,735 Six Flags, Inc. 9.50% 2009 16,000 15,720 Six Flags, Inc. 8.875% 2010 36,625 34,519 Six Flags, Inc. 9.75% 2013 16,125 15,319 Six Flags, Inc. 9.625% 2014 15,650 14,711 Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corp. 10.75% 2009 6,925 5,713 CCH II, LLC and CCH II Capital Corp. 10.25% 2010 33,500 34,379 Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corp. 0%/13.50% 2011(1) 5,525 3,978 Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corp. 0%/11.75% 2011(1) 6,000 3,750 Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corp. 0%/12.125% 2012(1) 2,850 1,610 Charter Communications Operating, LLC and Charter Communications Operating Capital Corp. 8.00% 2012(2) 12,675 12,707 CCO Holdings, LLC and CCO Holdings Capital Corp. 8.75% 2013 15,300 15,090 Hollinger Participation Trust 12.125% 2010(2),(3),(4) 46,559 53,426 CanWest Media Inc., Series B, 10.625% 2011 16,100 18,394 CanWest Media Inc., Series B, 7.625% 2013 3,625 3,915 J.C. Penney Co., Inc. 8.00% 2010 25,995 29,732 J.C. Penney Co., Inc. 9.00% 2012 3,005 3,666 J.C. Penney Co., Inc. 6.875% 2015 10,420 11,149 J.C. Penney Co., Inc. 7.95% 2017 13,800 16,008 J.C. Penney Co., Inc. 8.125% 2027 6,100 6,740 J.C. Penney Co., Inc. 7.625% 2097 7,875 8,190 Royal Caribbean Cruises Ltd. 7.00% 2007 18,168 19,621 Royal Caribbean Cruises Ltd. 6.75% 2008 7,340 7,845 Royal Caribbean Cruises Ltd. 8.00% 2010 13,750 15,555 Royal Caribbean Cruises Ltd. 8.75% 2011 14,900 17,470 Royal Caribbean Cruises Ltd. 6.875% 2013 6,750 7,222 Young Broadcasting Inc. 8.50% 2008 12,350 13,184 Young Broadcasting Inc. 10.00% 2011 50,560 52,330 Technical Olympic USA, Inc. 9.00% 2010 22,861 25,147 Technical Olympic USA, Inc. 9.00% 2010 5,930 6,523 Technical Olympic USA, Inc. 7.50% 2011 6,000 6,135 Technical Olympic USA, Inc. 10.375% 2012 22,180 24,952 Telenet Communications NV 9.00% 2013 Euro 16,575 21,883 Telenet Group Holding NV 0%/11.50% 2014(1),(2) 53,130 39,316 AMC Entertainment Inc. 9.50% 2011 7,307 7,544 AMC Entertainment Inc. 8.625% 2012(2) 10,900 11,608 AMC Entertainment Inc. 9.875% 2012 23,175 24,102 AMC Entertainment Inc. 8.00% 2014(2) 16,340 15,441 D.R. Horton, Inc. 5.00% 2009 4,000 4,090 D.R. Horton, Inc. 8.00% 2009 18,270 20,828 D.R. Horton, Inc. 9.75% 2010 6,955 8,433 D.R. Horton, Inc. 7.875% 2011 2,030 2,357 Schuler Homes, Inc. 10.50% 2011 6,280 7,253 D.R. Horton, Inc. 6.875% 2013 5,575 6,119 D.R. Horton, Inc. 5.625% 2014 8,000 8,000 Visteon Corp. 8.25% 2010 27,250 28,817 Visteon Corp. 7.00% 2014 25,660 24,505 Mohegan Tribal Gaming Authority 6.375% 2009 36,500 38,051 Mohegan Tribal Gaming Authority 8.00% 2012 7,775 8,630 Mohegan Tribal Gaming Authority 7.125% 2014(2) 4,850 5,105 Quebecor Media Inc. 0%/13.75% 2011(1) 2,192 2,126 Quebecor Media Inc. 11.125% 2011 38,678 44,866 Sun Media Corp. 7.625% 2013 4,250 4,569 Toys "R" Us, Inc. 7.625% 2011 6,000 6,030 Toys "R" Us, Inc. 7.875% 2013 33,000 33,082 Toys "R" Us, Inc. 7.375% 2018 9,980 9,306 Kabel Deutschland GmbH 10.625% 2014(2) 41,730 45,694 K. Hovnanian Enterprises, Inc. 10.50% 2007 12,480 14,602 K. Hovnanian Enterprises, Inc. 8.875% 2012 14,475 16,248 K. Hovnanian Enterprises, Inc. 7.75% 2013 5,000 5,412 K. Hovnanian Enterprises, Inc. 6.375% 2014 6,000 6,105 William Lyon Homes, Inc. 10.75% 2013 20,395 23,658 William Lyon Homes, Inc. 7.50% 2014 17,750 18,194 Argosy Gaming Co. 9.00% 2011 10,350 11,670 Argosy Gaming Co. 7.00% 2014 27,650 28,652 Boyd Gaming Corp. 9.25% 2009 6,595 7,238 Boyd Gaming Corp. 7.75% 2012 25,750 27,746 Boyd Gaming Corp. 8.75% 2012 4,500 5,040 WCI Communities, Inc. 10.625% 2011 24,425 27,661 WCI Communities, Inc. 9.125% 2012 8,450 9,464 ITT Corp. 6.75% 2005 12,000 12,480 Starwood Hotels & Resorts Worldwide, Inc. 7.375% 2007 3,875 4,195 Starwood Hotels & Resorts Worldwide, Inc. 7.875% 2012 16,825 19,117 Saks Inc. 7.50% 2010 5,000 5,375 Saks Inc. 9.875% 2011 16,492 19,708 Saks Inc. 7.375% 2019 10,575 10,628 Tenneco Automotive Inc., Series B, 11.625% 2009 11,000 11,660 Tenneco Automotive Inc., Series B, 10.25% 2013 21,000 24,045 Lenfest Communications, Inc. 7.625% 2008 6,750 7,455 Tele-Communications, Inc. 9.80% 2012 9,380 11,976 Comcast Corp. 10.625% 2012 2,245 2,952 Tele-Communications, Inc. 7.875% 2013 3,173 3,720 TCI Communications, Inc. 8.75% 2015 7,500 9,366 Antenna TV SA 9.00% 2007 8,852 8,952 Antenna TV SA 9.75% 2008 Euro 20,750 26,171 Mirage Resorts, Inc. 6.75% 2007 $5,700 6,042 Mirage Resorts, Inc. 6.75% 2008 4,800 4,992 MGM MIRAGE 6.00% 2009 11,000 11,206 MGM MIRAGE 6.00% 2009(2) 7,500 7,641 MGM MIRAGE 8.50% 2010 3,100 3,538 DIRECTV Holdings LLC and DIRECTV Financing Co., Inc. 8.375% 2013 28,900 33,018 Circus and Eldorado Joint Venture and Silver Legacy Resort Casino 10.125% 2012 28,180 30,153 Dillard's, Inc. 6.69% 2007 8,000 8,340 Dillard's, Inc. 6.30% 2008 2,950 3,002 Dillard's, Inc. 6.625% 2008 5,115 5,268 Dillard's, Inc. 6.625% 2018 3,000 2,880 Mercantile Stores Company, Inc. 8.20% 2022(5) 7,500 7,425 Dillard's, Inc. 7.00% 2028 3,000 2,835 Carmike Cinemas, Inc. 7.50% 2014 29,150 29,660 AOL Time Warner Inc. 6.15% 2007 20,000 21,270 AOL Time Warner Inc. 6.875% 2012 7,500 8,380 NTL Cable PLC 8.75% 2014(2),(3) 21,000 22,837 NTL Cable PLC 8.75% 2014 Euro 4,500 5,690 Blockbuster Inc. 9.00% 2012(2) 26,700 27,835 Hilton Hotels Corp. 7.625% 2008 4,700 5,287 Hilton Hotels Corp. 7.20% 2009 8,710 9,864 Hilton Hotels Corp. 8.25% 2011 5,615 6,661 Hilton Hotels Corp. 7.625% 2012 3,050 3,561 Warnaco, Inc. 8.875% 2013 22,375 25,004 TRW Automotive Acquisition Corp. 9.375% 2013 14,951 17,156 TRW Automotive Acquisition Corp. 11.00% 2013 5,704 6,816 Buffets, Inc. 11.25% 2010 22,400 23,856 Gray Communications Systems, Inc. 9.25% 2011 20,800 23,452 Payless ShoeSource, Inc. 8.25% 2013 23,400 22,815 Dex Media East LLC, Dex Media East Finance Co., Series B, 9.875% 2009 5,000 5,775 Dex Media, Inc., Series B, 0%/9.00% 2013(1) 16,225 11,966 Dex Media, Inc., Series B, 0%/9.00% 2013(1) 2,500 1,844 Dex Media, Inc., Series B, 8.00% 2013 2,125 2,242 Regal Cinemas Corp., Series B, 9.375% 2012(6) 17,750 19,791 Adelphia Communications Corp. 10.25% 2006(7) 9,955 9,009 Adelphia Communications Corp. 10.25% 2011(7) 6,850 6,490 Century Communications Corp. 0% 2003(7) 4,565 4,291 Stoneridge, Inc. 11.50% 2012 17,290 19,667 Harrah's Operating Co., Inc. 7.875% 2005 10,875 11,514 Harrah's Operating Co., Inc. 7.125% 2007 3,850 4,180 Harrah's Operating Co., Inc. 8.00% 2011 3,189 3,706 Office Depot, Inc. 10.00% 2008 15,375 18,142 Grupo Posadas, SA de CV 8.75% 2011(2) 17,445 17,881 PETCO Animal Supplies, Inc. 10.75% 2011 14,685 17,108 NextMedia Operating, Inc. 10.75% 2011 15,000 16,969 Aztar Corp. 7.875% 2014(2) 14,750 15,709 RH Donnelley Inc. 8.875% 2010(2) 10,605 12,037 RH Donnelley Inc. 10.875% 2012(2) 3,000 3,652 Toll Corp. 8.25% 2011 5,500 6,126 Toll Corp. 8.25% 2011 1,750 1,934 Toll Brothers, Inc. 6.875% 2012 6,750 7,540 MDC Holdings, Inc. 7.00% 2012 10,000 11,201 MDC Holdings, Inc. 5.50% 2013 4,000 4,072 EchoStar DBS Corp. 9.125% 2009 13,425 15,002 Beazer Homes USA, Inc. 8.375% 2012 13,250 14,707 Standard Pacific Corp. 5.125% 2009 8,500 8,479 Standard Pacific Corp. 6.25% 2014 6,000 5,985 Ryland Group, Inc. 5.375% 2008 11,000 11,495 Ryland Group, Inc. 9.75% 2010 1,625 1,810 LBI Media, Inc. 10.125% 2012 11,140 12,532 Radio One, Inc., Series B, 8.875% 2011 11,100 12,293 Atlantic Broadband Finance, LLC and Atlantic Broadband Finance, Inc. 9.375% 2014(2) 12,585 11,987 Liberty Media Corp. 7.75% 2009 4,750 5,276 Liberty Media Corp. 7.875% 2009 5,500 6,145 Dana Corp. 9.00% 2011 9,350 11,337 Perkins Family Restaurants, LP, Perkins Finance Corp., Series B, 10.125% 2007 10,250 10,481 Bombardier Recreation Products 8.375% 2013(2) 9,000 9,517 Sbarro, Inc. 11.00% 2009 10,000 9,400 La Quinta Properties, Inc. 8.875% 2011 2,000 2,250 La Quinta Properties, Inc. 7.00% 2012(2) 6,500 6,882 British Sky Broadcasting Group PLC 8.20% 2009 7,500 8,749 Boyds Collection, Ltd., Series B, 9.00% 2008 8,122 7,797 Reader's Digest Association, Inc. 6.50% 2011 7,350 7,607 Seneca Gaming Corp. 7.25% 2012(2) 7,220 7,491 Meritor Automotive, Inc. 6.80% 2009 2,200 2,266 ArvinMeritor, Inc. 8.75% 2012 4,375 4,867 Entercom Radio, LLC 7.625% 2014 6,500 7,020 Boise Cascade Corp. 7.50% 2008 2,000 2,230 Boise Cascade Corp. 9.45% 2009 3,250 4,014 Boise Cascade Corp. 6.50% 2010 420 470 Videotron Ltee 6.875% 2014 6,500 6,695 Entravision Communications Corp. 8.125% 2009 6,000 6,405 Jostens IH Corp. 7.625% 2012(2) 6,325 6,388 Warner Music Group 7.375% 2014(2) 5,750 5,980 Mandalay Resort Group, Series B, 10.25% 2007 5,000 5,700 Goodyear Tire & Rubber Co. 7.857% 2011 6,000 5,685 Fisher Communications, Inc. 8.625% 2014(2) 5,015 5,241 Delphi Trust II, trust preferred securities, 6.197% 2033(3) 4,500 4,573 R.J. Tower Corp., Series B, 12.00% 2013 5,000 4,025 Globo Comunicacoes e Participacoes Ltda., Series B, 10.50% 2006(2),(7) 2,600 1,885 Globo Comunicacoes e Participacoes SA 10.625% 2008(2),(7) 2,485 1,802 Univision Communications Inc. 7.85% 2011 3,000 3,530 YUM! Brands, Inc. 7.70% 2012 2,900 3,451 Mediacom LLC and Mediacom Capital Corp. 9.50% 2013 3,525 3,410 News America Inc. 6.75% 2038 2,990 3,341 RBS-Zero Editora Jornalistica SA 11.00% 2010(2) 3,479 3,236 Lennar Corp., Series B, 9.95% 2010 2,500 2,725 Wynn Las Vegas, LLC and Wynn Las Vegas Capital Corp. 12.00% 2010 2,007 2,519 Ameristar Casinos, Inc. 10.75% 2009 2,000 2,280 Dura Operating Corp., Series D, 9.00% 2009 2,000 1,790 Key Plastics Holdings, Inc., Series B, 10.25% 2007(6),(7) 9,650 121 2,534,349 TELECOMMUNICATION SERVICES -- 11.58% American Tower Corp. 9.375% 2009 66,322 70,633 American Tower Corp. 7.25% 2011 5,425 5,669 American Tower Corp. 7.125% 2012(2) 26,725 26,591 American Tower Corp. 7.50% 2012 18,300 18,757 Crown Castle International Corp. 9.375% 2011 15,750 18,191 Crown Castle International Corp. 10.75% 2011 20,000 22,350 Crown Castle International Corp. 7.50% 2013 42,000 44,205 Crown Castle International Corp., Series B, 7.50% 2013 33,300 35,048 Qwest Capital Funding, Inc. 7.75% 2006 17,250 17,401 Qwest Capital Funding, Inc. 7.00% 2009 27,500 25,300 Qwest Services Corp. 13.50% 2010(2) 43,215 50,670 Qwest Corp. 8.875% 2012(2) 3,600 3,978 Qwest Services Corp. 14.00% 2014(2) 18,400 22,356 Dobson Communications Corp. 10.875% 2010 28,025 20,668 American Cellular Corp., Series B, 10.00% 2011 57,050 46,496 Dobson Communications Corp. 8.875% 2013 55,835 36,293 Nextel Partners, Inc. 12.50% 2009 3,587 4,161 Nextel Partners, Inc. 8.125% 2011 72,075 76,760 Nextel Partners, Inc. 8.125% 2011(2) 16,000 17,040 Nextel Communications, Inc. 6.875% 2013 19,500 20,377 Nextel Communications, Inc. 7.375% 2015 69,650 75,222 Western Wireless Corp. 9.25% 2013 79,675 81,667 Centennial Cellular Corp. 10.75% 2008 25,051 26,178 Centennial Communications Corp. and Centennial Cellular Operating Co. LLC 10.125% 2013 32,555 34,427 Centennial Communications Corp., Centennial Cellular Operating Co. LLC and Centennial Puerto Rico Operating Corp. 8.625% 2014(2),(3) 16,700 16,011 Triton PCS, Inc. 8.75% 2011 25,575 17,519 Triton PCS, Inc. 9.375% 2011 35,635 25,746 Triton PCS, Inc. 8.50% 2013 22,125 20,189 Cincinnati Bell Inc. 7.25% 2013 56,925 55,075 Sprint Capital Corp. 6.375% 2009 6,820 7,468 Sprint Capital Corp. 7.625% 2011 11,960 13,835 Sprint Capital Corp. 8.375% 2012 5,000 6,064 AirGate PCS, Inc. 9.375% 2009(2),(8) 16,253 16,578 AirGate PCS, Inc. 9.375% 2009(8) 6,000 6,120 AT&T Corp. 8.05% 2011(3) 20,000 22,475 France Telecom 8.50% 2011(3) 14,250 17,080 AT&T Wireless Services, Inc. 8.125% 2012 10,000 12,101 US Unwired Inc., Series B, 10.00% 2012 9,150 9,539 UbiquiTel Operating Co. 9.875% 2011 5,875 6,147 UbiquiTel Operating Co. 9.875% 2011(2) 1,850 1,935 Millicom International Cellular SA 10.00% 2013(2) 6,500 6,565 SpectraSite, Inc. 8.25% 2010 5,650 6,102 FairPoint Communications, Inc. 11.875% 2010 4,950 5,668 PCCW-HKT Capital Ltd. 8.00% 2011(2),(3) 4,750 5,468 iPCS Escrow Co. 11.50% 2012(2) 5,000 5,275 Rogers Cantel Inc. 9.75% 2016 1,625 1,822 Cellco Finance NV 12.75% 2005 1,500 1,605 MetroPCS, Inc. 10.75% 2011 1,000 1,080 GT Group Telecom Inc. 0%/13.25% 2010(1),(6),(7) 11,000 -- 1,087,905 MATERIALS -- 11.50% Lyondell Chemical Co. 9.50% 2008 10,000 10,962 Equistar Chemicals, LP 10.125% 2008 16,050 18,177 Equistar Chemicals, LP 8.75% 2009 9,315 10,083 Equistar Chemicals, LP and Equistar Funding Corp. 10.625% 2011 43,875 50,237 Georgia-Pacific Corp. 7.50% 2006 11,625 12,352 Georgia-Pacific Corp. 7.375% 2008 28,700 31,426 Georgia-Pacific Corp. 8.875% 2010 9,925 11,662 Georgia-Pacific Corp. 8.125% 2011 8,475 9,831 Georgia-Pacific Corp. 9.50% 2011 2,525 3,137 Georgia-Pacific Corp. 7.70% 2015 600 687 Georgia-Pacific Corp. 8.25% 2023 7,000 7,245 Georgia-Pacific Corp. 8.875% 2031 10,095 12,291 Freeport-McMoRan Copper & Gold Inc. 10.125% 2010 71,425 81,157 Stone Container Corp. 9.25% 2008 6,425 7,180 Stone Container Corp. 9.75% 2011 10,700 11,904 Jefferson Smurfit Corp. (U.S.) 8.25% 2012 26,670 29,537 Stone Container Corp. 8.375% 2012 2,000 2,215 Jefferson Smurfit Corp. (U.S.) 7.50% 2013 19,375 20,537 Owens-Illinois, Inc. 8.10% 2007 5,250 5,539 Owens-Illinois, Inc. 7.35% 2008 4,440 4,601 Owens-Brockway Glass Container Inc. 8.875% 2009 9,425 10,297 Owens-Illinois, Inc. 7.50% 2010 2,000 2,055 Owens-Brockway Glass Container Inc. 7.75% 2011 15,985 17,104 Owens-Brockway Glass Container Inc. 8.75% 2012 22,225 24,781 Abitibi-Consolidated Co. of Canada 6.95% 2006 1,000 1,037 Abitibi-Consolidated Co. of Canada 5.25% 2008 11,250 10,955 Abitibi-Consolidated Finance LP 7.875% 2009 2,500 2,619 Abitibi-Consolidated Inc. 8.55% 2010 8,500 9,159 Abitibi-Consolidated Co. of Canada 5.38% 2011(3) 8,500 8,627 Abitibi-Consolidated Co. of Canada 6.00% 2013 20,240 18,722 Millennium America Inc. 9.25% 2008 21,875 24,227 Millennium America Inc. 9.25% 2008(2) 13,950 15,450 Millennium America Inc. 7.625% 2026 2,000 1,850 Graphic Packaging International, Inc. 8.50% 2011 26,490 29,735 Graphic Packaging International, Inc. 9.50% 2013 9,750 11,188 Potlatch Corp. 10.00% 2011 33,355 37,858 Associated Materials Inc. 9.75% 2012 1,945 2,242 Associated Materials Inc. 0%/11.25% 2014(1),(2) 48,210 35,314 Gerdau Ameristeel Corp. and GUSAP Partners 10.375% 2011 29,875 34,207 Kappa Beheer BV 10.625% 2009 Euro 16,250 21,606 Kappa Beheer BV 12.50% 2009 6,150 8,253 Ainsworth Lumber Co. Ltd. 7.25% 2012(2) $12,675 12,865 Ainsworth Lumber Co. Ltd. 6.75% 2014 12,555 12,147 Ainsworth Lumber Co. Ltd. 6.75% 2014 4,400 4,257 Crystal US Holdings 3 LLC and Crystal US Sub 3 Corp., Series B, 0%/10.50% 2014(1),(2) 39,350 23,708 BCP Caylux Holdings Luxembourg SCA 9.625% 2014(2) 4,900 5,316 Building Materials Corp. of America 8.00% 2008 5,520 5,699 Building Materials Corp. of America 7.75% 2014(2) 22,300 22,188 United States Steel Corp. 10.75% 2008 3,571 4,232 United States Steel Corp. 9.75% 2010 18,923 21,761 Rhodia 10.25% 2010 20,265 21,076 Rhodia 8.875% 2011 3,000 2,625 Nalco Co. 7.75% 2011 20,690 22,035 Oregon Steel Mills, Inc. 10.00% 2009 19,274 21,153 Norampac Inc. 6.75% 2013 19,850 20,793 Earle M. Jorgensen Co. 9.75% 2012 17,840 19,892 Ispat Inland ULC 9.75% 2014 17,825 19,741 Longview Fibre Co. 10.00% 2009 17,950 19,655 Luscar Coal Ltd. 9.75% 2011 15,215 17,345 Sino-Forest Corp., 9.125% 2011(2) 14,350 14,816 INVISTA 9.25% 2012(2) 13,675 14,666 Huntsman LLC 8.80% 2011(2),(3) 825 874 Huntsman LLC 11.50% 2012(2) 11,485 12,734 Steel Dynamics, Inc. 9.50% 2009 12,050 13,436 Crompton Corp. 7.67% 2010(2),(3) 8,325 8,700 Crompton Corp. 9.875% 2012(2) 2,550 2,690 Graham Packaging Co., LP 9.875% 2014(2) 9,000 9,214 Tekni-Plex, Inc., Series B, 12.75% 2010 10,575 8,883 Smurfit Capital Funding PLC 6.75% 2005 3,175 3,286 JSG Funding PLC 9.625% 2012 1,650 1,873 JSG Funding PLC 15.50% 2013(4) 2,832 3,299 Ball Corp. 6.875% 2012 7,500 8,025 Peabody Energy Corp., Series B, 6.875% 2013 7,000 7,595 UCAR Finance Inc. 10.25% 2012 5,551 6,384 Georgia Gulf Corp. 7.125% 2013 6,000 6,255 Allegheny Technologies, Inc. 8.375% 2011 5,000 5,350 AK Steel Corp. 7.75% 2012 2,650 2,604 Airgas, Inc. 6.25% 2014 2,500 2,512 Indah Kiat Finance Mauritius Ltd. 10.00% 2007(7) 125 67 Indah Kiat International Finance Co. BV 11.875% 2002(9) 2,250 1,406 Pindo Deli Finance Mauritius Ltd. 10.75% 2007(7) 550 172 Pindo Deli Finance Mauritius Ltd. 10.25% 2002(9) 2,500 781 APP International Finance Co. BV 11.75% 2005(7) 275 142 1,080,298 UTILITIES -- 6.28% Southern California Edison, First and Ref. Mortgage Bonds, 8.00% 2007 3,750 4,153 Edison Mission Energy 10.00% 2008 22,300 26,202 Mission Energy Holding Co. 13.50% 2008 35,600 45,212 Edison Mission Energy 7.73% 2009 40,250 42,464 Edison Mission Energy 9.875% 2011 30,625 35,831 Midwest Generation, LLC, Series B, 8.56% 2016(5) 25,350 26,633 Homer City Funding LLC 8.734% 2026(5) 9,495 10,682 Midwest Generation, LLC and Midwest Finance Corp. 8.75% 2034 19,250 21,079 AES Corp. 10.00% 2005(2),(5) 8,553 8,724 AES Corp. 9.50% 2009 19,357 21,728 AES Corp. 9.375% 2010 10,569 11,956 AES Corp. 8.75% 2013(2) 43,985 49,813 AES Corp. 9.00% 2015(2) 15,150 17,157 AES Red Oak, LLC, Series B, 9.20% 2029(5) 7,000 7,875 Dynegy Holdings Inc. 9.875% 2010(2) 22,025 24,998 Dynegy Holdings Inc. 6.875% 2011 2,000 1,915 Dynegy Holdings Inc. 10.125% 2013(2) 43,390 50,115 Nevada Power Co., Series A, 8.25% 2011 5,500 6,187 Sierra Pacific Power Co., General and Refunding Mortgage Notes, Series H, 6.25% 2012(2) 3,000 3,075 Nevada Power Co., Series I, 6.50% 2012(2) 3,375 3,502 Nevada Power Co., General and Ref. Mortgage Notes, Series G, 9.00% 2013 29,605 34,194 Sierra Pacific Resources 8.625% 2014(2) 14,575 15,887 AES Gener SA 7.50% 2014(2) 31,850 32,168 Drax Group Ltd., Class A-1, 7.538% 2015(2),(3) Pound 4,127 7,476 Drax Group Ltd., Class A-2, unit, 9.02% 2015(2),(3),(10) 4,746 14,874 Drax Group Ltd., Class B, 7.02% 2025(2),(3) 3,491 5,992 PSEG Energy Holdings Inc. 8.625% 2008 17,089 18,926 Enersis SA 7.375% 2014 15,000 15,753 Duke Capital Corp. 7.50% 2009 9,500 10,836 Duke Capital LLC 5.668% 2014 2,000 2,044 FPL Energy American Wind, LLC 6.639% 2023(2),(5) 8,170 8,590 TNP Enterprises, Inc., Series B, 10.25% 2010 4,250 4,590 590,631 INDUSTRIALS -- 5.92% Allied Waste North America, Inc., Series B, 7.625% 2006 2,500 2,622 Allied Waste North America, Inc. 8.50% 2008 16,500 17,985 Allied Waste North America, Inc., Series B, 8.875% 2008 16,750 18,257 Allied Waste North America, Inc., Series B, 6.50% 2010 14,500 14,427 Allied Waste North America, Inc., Series B, 5.75% 2011 13,700 13,084 Allied Waste North America, Inc., Series B, 9.25% 2012 3,000 3,353 Allied Waste North America, Inc., Series B, 6.125% 2014 10,000 9,375 Allied Waste North America, Inc., Series B, 7.375% 2014 16,950 16,399 Northwest Airlines, Inc. 7.625% 2005 2,000 1,980 Northwest Airlines, Inc. 8.875% 2006 20,740 17,525 Northwest Airlines, Inc. 8.70% 2007 3,600 2,646 Northwest Airlines, Inc. 9.875% 2007 20,425 15,523 Northwest Airlines, Inc. 7.875% 2008 17,900 12,083 Northwest Airlines, Inc. 10.00% 2009 18,205 12,652 Terex Corp. 9.25% 2011 22,150 24,919 Terex Corp., Class B, 10.375% 2011 7,700 8,740 Terex Corp. 7.375% 2014 11,750 12,396 Jacuzzi Brands, Inc. 9.625% 2010 27,250 30,248 Tyco International Group SA 6.125% 2008 12,500 13,569 Tyco International Group SA 6.125% 2009 11,500 12,515 Tyco International Group SA 6.375% 2011 2,500 2,769 Continental Airlines, Inc. 8.00% 2005 13,815 12,710 Continental Airlines, Inc., Series 2000-2, Class A-1, 7.487% 2012 5,000 4,877 Continental Airlines, Inc., Series 2000-2, Class C, 8.312% 2012(5) 5,429 4,062 Continental Airlines, Inc., Series 2001-1, Class B, 7.373% 2017(5) 3,417 2,682 Continental Airlines, Inc., Series 2000-1, Class A-1, 8.048% 2022(5) 2,968 2,896 United Rentals (North America), Inc., Series B, 6.50% 2012 23,125 22,373 United Rentals (North America), Inc., Series B, 7.00% 2014 3,000 2,678 Nortek, Inc. 8.50% 2014(2) 23,270 24,492 Delta Air Lines, Inc. 7.70% 2005 18,875 8,305 Delta Air Lines, Inc. 10.00% 2008 15,750 4,804 Delta Air Lines, Inc., Series 2000-1, Class B, 7.92% 2010 2,500 1,294 Delta Air Lines, Inc., Series 2001-1, Class A-1, 6.619% 2011(5) 3,119 2,839 Delta Air Lines, Inc. 9.75% 2021 2,200 550 Delta Air Lines, Inc. 10.375% 2022 3,000 750 Delta Air Lines, Inc. 8.30% 2029 11,500 2,760 Koppers Inc. 9.875% 2013 18,875 20,951 American Standard Inc. 8.25% 2009 10,190 11,769 American Standard Inc. 7.625% 2010 6,300 7,166 Horizon Lines, LLC and Horizon Lines Holding Corp. 9.00% 2012(2) 15,525 16,457 KinderCare Learning Centers, Inc., Series B, 9.50% 2009 15,241 15,527 TFM, SA de CV 10.25% 2007 2,295 2,387 TFM, SA de CV 11.75% 2009 9,600 9,744 TFM, SA de CV 12.50% 2012 2,310 2,576 Bombardier Capital Inc., Series A, 6.125% 2006(2) 7,500 7,442 Bombardier Inc. 6.75% 2012(2) 4,000 3,655 Bombardier Inc. 6.30% 2014(2) 2,000 1,730 Argo-Tech Corp. 9.25% 2011(2) 10,850 11,691 AGCO Corp. 9.50% 2008 5,250 5,696 AGCO Corp. 6.875% 2014 Euro 3,750 4,613 Kansas City Southern Railway Co. 9.50% 2008 $3,375 3,713 Kansas City Southern Railway Co. 7.50% 2009 5,615 5,769 DRS Technologies, Inc. 6.875% 2013 7,145 7,467 Standard Aero Holdings, Inc. 8.25% 2014(2) 6,450 6,708 Cummins Inc. 9.50% 2010 5,550 6,438 PHH Corp. 7.125% 2013 5,000 5,728 Synagro Technologies, Inc. 9.50% 2009 5,200 5,590 Esterline Technologies Corp. 7.75% 2013 5,000 5,375 Laidlaw International, Inc. 10.75% 2011 4,225 4,843 Stericycle, Inc., Series B, 12.375% 2009 3,407 3,731 Alliant Techsystems Inc. 8.50% 2011 3,000 3,285 Worldspan, LP and WS Financing Corp. 9.625% 2011 3,304 3,015 Protection One Alarm Monitoring, Inc. 13.625% 2005(3),(6) 3,543 3,012 WMX Technologies, Inc. 7.10% 2026 2,150 2,397 NMHG Holding Co. 10.00% 2009 2,000 2,210 International Shipholding Corp., Series B, 7.75% 2007 1,950 2,106 AMR Corp. 9.00% 2012 2,000 1,230 United Air Lines, Inc., 1991 Equipment Trust Certificates, Series A, 10.11% 2006(5),(7) 1,907 705 United Air Lines, Inc. 9.00% 2003(7) 3,000 191 556,056 CONSUMER STAPLES -- 5.65% Burns Philp Capital Pty Ltd. and Burns Philp Capital (U.S.) Inc., Series B, 9.50% 2010 16,750 18,258 Burns Philp Capital Pty Ltd. and Burns Philp Capital (U.S.) Inc., Series B, 10.75% 2011 15,575 17,288 Burns Philp Capital Pty Ltd., Series B, 9.75% 2012 55,247 59,391 Koninklijke Ahold NV 5.875% 2008 Euro 15,750 20,598 Ahold Finance U.S.A., Inc. 6.25% 2009 39,070 40,633 Ahold Finance U.S.A., Inc. 8.25% 2010 18,220 20,634 Ahold Finance U.S.A., Inc. 6.50% 2017 Pound 1,375 2,404 Ahold Lease Pass Through Trust, Series 2001-A-1, 7.82% 2020(5) 3,783 4,012 Ahold Lease Pass Through Trust, Series 2001-A-2, 8.62% 2025(5) 5,500 5,875 Pathmark Stores, Inc. 8.75% 2012 54,965 51,667 Jean Coutu Group (PJC) Inc. 7.625% 2012(2) 1,425 1,457 Jean Coutu Group (PJC) Inc. 8.50% 2014(2) 43,525 43,416 Delhaize America, Inc. 8.125% 2011 23,645 27,121 Delhaize America, Inc. 9.00% 2031 10,000 12,083 Gold Kist Inc. 10.25% 2014(2) 32,475 36,210 Rite Aid Corp. 6.875% 2013 17,800 15,664 Rite Aid Corp. 9.25% 2013 11,250 11,588 Rite Aid Corp. 7.70% 2027 6,280 5,291 Rite Aid Corp. 6.875% 2028 4,000 3,050 Winn-Dixie Stores, Inc. 8.875% 2008 28,650 23,493 Winn Dixie Pass-through Trust, Series 1999-1, Class A-1, 7.803% 2017(2),(5) 3,103 2,314 Playtex Products, Inc. 8.00% 2011 14,625 15,576 Playtex Products, Inc. 9.375% 2011 5,750 5,923 Stater Bros. Holdings Inc. 5.38% 2010(2),(3) 5,450 5,559 Stater Bros. Holdings Inc. 8.125% 2012(2) 12,125 12,762 Constellation Brands, Inc. 8.125% 2012 16,000 17,640 Petro Stopping Centers, LP and Petro Financial Corp. 9.00% 2012 14,750 15,709 Del Monte Corp., Series B, 8.625% 2012 10,550 11,790 Fage Dairy Industry SA 9.00% 2007 10,000 10,100 WH Holdings (Cayman Islands) Ltd. and WH Capital Corp. 9.50% 2011 7,300 7,939 Dole Food Co., Inc. 8.875% 2011 5,210 5,692 Great Atlantic & Pacific Tea Co., Inc. 9.125% 2011 300 231 531,368 INFORMATION TECHNOLOGY -- 5.52% Solectron Corp., Series B, 7.375% 2006 13,095 13,652 Solectron Corp. 9.625% 2009 54,425 60,548 Electronic Data Systems Corp. 6.85% 2004 5,000 5,004 Electronic Data Systems Corp. 7.125% 2009 32,300 34,731 Electronic Data Systems Corp., Series B, 6.50% 2013(3) 27,790 28,076 Sanmina-SCI Corp. 10.375% 2010 51,750 59,448 ON Semiconductor Corp. and Semiconductor Components Industries, LLC 13.00% 2008(3) 22,566 25,387 ON Semiconductor Corp. and Semiconductor Components Industries, LLC 12.00% 2010 11,260 13,005 Semiconductor Note Participation Trust 0% 2011(2) 8,420 11,409 Micron Technology, Inc. 6.50% 2005(2) 45,000 44,550 Nortel Networks Ltd. 6.125% 2006 35,075 35,952 Xerox Corp. 9.75% 2009 2,000 2,340 Xerox Corp. 7.125% 2010 22,750 24,399 Xerox Corp. 7.625% 2013 5,000 5,425 Motorola, Inc. 7.625% 2010 7,000 8,202 Motorola, Inc. 8.00% 2011 14,235 17,134 Motorola, Inc. 7.50% 2025 2,000 2,301 Motorola, Inc. 5.22% 2097 4,550 3,549 Lucent Technologies Inc. 7.25% 2006 15,000 15,975 Lucent Technologies Inc. 5.50% 2008 8,500 8,543 Viasystems, Inc. 10.50% 2011 24,815 23,698 Amkor Technology, Inc. 9.25% 2008 4,475 4,184 Amkor Technology, Inc. 7.75% 2013 16,250 13,406 Jabil Circuit, Inc. 5.875% 2010 14,750 15,449 Flextronics International Ltd. 9.75% 2010 Euro 11,310 15,389 Iron Mountain Inc. 8.625% 2013 2,000 2,180 Iron Mountain Inc. 7.75% 2015 11,200 11,928 Freescale Semiconductor, Inc. 6.875% 2011(2) 9,875 10,319 Hyundai Semiconductor America, Inc. 8.625% 2007(2) 2,600 2,530 Exodus Communications, Inc. 11.625% 2010(6),(7) 3,851 0 518,713 ENERGY -- 3.98% Port Arthur Finance Corp. 12.50% 2009(5) 1,697 1,986 Premcor Refining Group Inc. 9.25% 2010 12,675 14,450 Premcor Refining Group Inc. 6.125% 2011 6,000 6,240 Premcor Refining Group Inc. 6.75% 2011 23,700 25,359 Premcor Refining Group Inc. 7.75% 2012 33,650 36,847 Premcor Refining Group Inc. 9.50% 2013 34,625 40,944 Premcor Refining Group Inc. 6.75% 2014 5,000 5,200 Premcor Refining Group Inc. 7.50% 2015 23,900 25,812 Petrozuata Finance, Inc., Series B, 8.22% 2017(2),(5) 49,190 48,698 Petrozuata Finance, Inc., Series B, 8.22% 2017(5) 8,900 8,811 Newfield Exploration Co., Series B, 7.45% 2007 1,750 1,916 Newfield Exploration Co. 7.625% 2011 3,500 3,938 Newfield Exploration Co. 8.375% 2012 23,500 26,555 Newfield Exploration Co. 6.625% 2014(2) 17,500 18,331 General Maritime Corp. 10.00% 2013 40,700 46,449 Overseas Shipholding Group, Inc. 8.25% 2013 14,000 15,540 Overseas Shipholding Group, Inc. 8.75% 2013 7,820 8,876 Teekay Shipping Corp. 8.875% 2011 19,625 22,299 Williams Companies, Inc. 8.125% 2012 3,000 3,473 Williams Companies, Inc. 8.75% 2032 8,500 9,541 Pemex Project Funding Master Trust 7.875% 2009 1,400 1,565 Pemex Project Funding Master Trust 8.625% 2022 1,170 1,333 374,163 HEALTH CARE -- 3.21% Tenet Healthcare Corp. 6.375% 2011 30,260 27,310 Tenet Healthcare Corp. 7.375% 2013 12,590 11,898 Tenet Healthcare Corp. 9.875% 2014(2) 37,200 39,060 Quintiles Transnational Corp. 10.00% 2013 46,900 49,949 Pharma Services Intermediate Holding Corp. 0%/11.50% 2014(1),(2) 22,600 14,351 Concentra Operating Corp. 9.50% 2010 24,600 27,306 Concentra Operating Corp. 9.125% 2012(2) 7,025 7,728 Columbia/HCA Healthcare Corp. 6.91% 2005 13,250 13,553 Columbia/HCA Healthcare Corp. 7.00% 2007 8,255 8,825 HCA -- The Healthcare Co. 7.875% 2011 1,250 1,415 Universal Hospital Services, Inc., Series B, 10.125% 2011 18,000 18,360 Triad Hospitals, Inc. 7.00% 2012 17,000 17,850 Team Health, Inc. 9.00% 2012(2) 17,175 17,175 US Oncology, Inc. 9.00% 2012(2) 6,945 7,223 US Oncology, Inc. 10.75% 2014(2) 6,000 6,195 MedCath Holdings Corp. 9.875% 2012(2) 11,500 12,075 Athena Neurosciences Finance, LLC 7.25% 2008 8,000 8,140 Medical Device Manufacturing, Inc. 10.00% 2012(2) 7,250 7,721 Health Net, Inc. 9.875% 2011(3) 5,000 6,170 302,304 NON-U.S. GOVERNMENT OBLIGATIONS -- 2.99% Brazil (Federal Republic of), Debt Conversion Bond, Series L, Bearer, 2.125% 2012(3) 6,118 5,705 Brazil (Federal Republic of) 10.25% 2013 26,500 29,455 Brazil (Federal Republic of), Bearer 8.00% 2014(4) 7,578 7,498 Brazil (Federal Republic of) 8.875% 2024 1,895 1,825 Brazil (Federal Republic of) 11.00% 2040 13,110 14,713 Russian Federation 8.25% 2010 6,000 6,539 Russian Federation 8.25% 2010(2) 2,500 2,725 Russian Federation 12.75% 2028 8,000 12,220 Russian Federation 5.00% 2030(3) 25,865 25,024 United Mexican States Government, Series M10, 10.50% 2011 MXP 12,319 1,153 United Mexican States Government Eurobonds, Global 7.50% 2012 $1,450 1,638 United Mexican States Government Eurobonds, Global 6.375% 2013 6,000 6,333 United Mexican States Government, Series MI10, 8.00% 2013 MXP 33,400 2,583 United Mexican States Government Eurobonds 11.375% 2016 $6,751 9,958 United Mexican States Government Global 8.125% 2019 1,663 1,912 United Mexican States Government 8.00% 2023 MXP 116,636 8,097 United Mexican States Government Global 8.30% 2031 $ 3,020 3,443 United Mexican States Government Global 7.50% 2033 2,285 2,407 Panama (Republic of) 10.75% 2020 415 500 Panama (Republic of) Global 9.375% 2023 18,708 20,485 Panama (Republic of) 8.875% 2027 3,500 3,693 Panama (Republic of) 8.125% 2034 3,150 3,056 Peru (Republic of) 9.125% 2012 4,909 5,523 Peru (Republic of) 9.875% 2015 7,500 8,663 Peru (Republic of) 8.375% 2016 2,500 2,613 Peru (Republic of) Past Due Interest Eurobond 5.00% 2017(3) 383 351 Turkey (Republic of) Treasury Bill 0% 2004 TRL 5,000,000,000 3,206 Turkey (Republic of) Treasury Bill 0% 2005 15,000,000,000 7,636 Turkey (Republic of) Treasury Bill 0% 2005 11,000,000,000 5,995 Colombia (Republic of) 10.00% 2012 $1,500 1,670 Colombia (Republic of) Global 10.75% 2013 6,800 7,827 Colombia (Republic of) 11.75% 2020 4,000 4,910 Colombia (Republic of) Global 10.375% 2033 700 763 Venezuela (Republic of) 10.75% 2013 6,000 6,756 Venezuela (Republic of) 9.25% 2027 4,630 4,574 Venezuela (Republic of) 9.375% 2034 3,000 2,972 Ukraine Government 7.65% 2013(2) 7,400 7,437 Ukraine Government 7.65% 2013 3,000 3,015 Dominican Republic 9.50% 2006(2) 3,130 2,692 Dominican Republic 9.50% 2006 1,250 1,075 Dominican Republic 9.04% 2013(2) 6,095 4,754 Dominican Republic 2.438% 2024(3) 500 373 State of Qatar 9.75% 2030 3,500 5,049 Ecuador (Republic of) 8.00% 2030(3) 5,550 4,516 Guatemala (Republic of) 10.25% 2011(2) 1,000 1,170 Guatemala (Republic of) 10.25% 2011 1,000 1,170 Guatemala (Republic of) 9.25% 2013(2) 1,500 1,688 Banque Centrale de Tunisie 7.375% 2012 3,500 3,994 Argentina (Republic of) Global 15.50% 2008(11) 1,500 458 Argentina (Republic of) 11.75% 2009(11) 75 23 Argentina (Republic of) 1.98% 2012(3) 2,380 1,757 Argentina (Republic of) Global 12.25% 2018(4),(11) 2,860 855 Argentina (Republic of) Global 12.00% 2031(4),(11) 53 16 El Salvador (Republic of) 7.75% 2023(2) 2,775 3,004 Aries Vermogensverwaltungs GmbH, Series C, 9.60% 2014(2) 2,000 2,255 Indonesia (Republic of) 6.75% 2014(2) 1,250 1,216 280,938 FINANCIALS -- 2.97% Host Marriott, LP, Series E, 8.375% 2006 6,450 6,837 Host Marriott, LP, Series G, 9.25% 2007 3,675 4,134 Host Marriott, LP, Series I, 9.50% 2007 2,050 2,281 HMH Properties, Inc., Series B, 7.875% 2008 341 353 Host Marriott, LP, Series L, 7.00% 2012(2) 16,450 17,396 Host Marriott, LP, Series K, 7.125% 2013 17,200 18,146 Capital One Financial Corp. 7.25% 2006 2,500 2,653 Capital One Financial Corp. 8.75% 2007 19,800 22,095 Capital One Financial Corp. 7.125% 2008 5,000 5,514 Capital One Bank 6.50% 2013 12,500 13,692 LaBranche and Co., Inc. 9.50% 2009(2) 29,700 29,849 LaBranche and Co., Inc. 11.00% 2012(2) 6,000 6,195 iStar Financial, Inc. 7.00% 2008 7,060 7,659 iStar Financial, Inc. 8.75% 2008 1,714 1,973 iStar Financial, Inc., Series B, 4.875% 2009 2,000 2,014 iStar Financial, Inc. 6.00% 2010 9,600 10,037 iStar Financial, Inc., Series B, 5.70% 2014 2,500 2,518 MBNA Corp. 5.625% 2007 10,000 10,561 MBNA Corp., MBNA Capital A, Series A, 8.278% 2026 7,500 8,373 Kazkommerts International BV 8.50% 2013(2) 7,000 7,140 Kazkommerts International BV 7.875% 2014(2) 10,000 9,675 Providian Financial Corp., Series A, 9.525% 2027(2) 15,000 15,525 Crescent Real Estate LP 7.50% 2007 12,320 12,659 FelCor Lodging LP 9.00% 2011(3) 9,155 10,116 Rouse Co. 3.625% 2009 1,551 1,450 Rouse Co. 7.20% 2012 6,500 6,995 Advanta Capital Trust I, Series B, 8.99% 2026 9,000 8,190 UFJ Finance Aruba AEC 6.75% 2013 6,745 7,491 Sovereign Capital Trust I 9.00% 2027 5,000 5,622 Chevy Chase Bank, FSB 6.875% 2013 5,500 5,583 Refco Finance Holdings 9.00% 2012(2) 5,000 5,363 Mangrove Bay Pass Through Trust 6.102% 2033(2),(3),(5) 5,000 5,106 BankUnited Capital Trust, BankUnited Financial Corp. 10.25% 2026 4,500 4,928 Korea First Bank 7.267% 2034(2),(3) 870 895 279,018 U.S. TREASURY NOTES & BONDS -- 0.68% U.S. Treasury Obligations 5.75% 2005 14,000 14,540 U.S. Treasury Obligations 7.50% 2005 6,000 6,125 U.S. Treasury Obligations 3.25% 2007 5,000 5,056 U.S. Treasury Obligations 6.625% 2007 25,000 27,418 U.S. Treasury Obligations 4.75% 2008 10,000 10,605 63,744 MUNICIPALS -- 0.40% State of Wisconsin, Badger Tobacco Asset Securitization Corp., Tobacco Settlement Asset-backed Bonds, 6.125% 2027(5) $25,735 $ 24,728 State of New Jersey, Tobacco Settlement Fncg. Corp., Tobacco Settlement Asset-backed Bonds, Series 2003, 4.375% 2019 4,000 4,007 State of New Jersey, Tobacco Settlement Fncg. Corp., Tobacco Settlement Asset-backed Bonds, Series 2003, 6.125% 2024 5,000 4,855 State of Louisiana, Tobacco Settlement Auth., Asset-backed Bonds, Series 2001-B, 5.50% 2030 4,500 4,001 37,591 ASSET BACKED -- 0.24% Consumer Credit Reference Index Securities Program Trust, Series 2002-2A, Class FX, 10.421% 2007(2),(5) 16,500 17,220 Mediterranean Re PLC, Class B, 7.57% 2005(2),(3),(5) 5,000 5,138 22,358 GOVERNMENT AGENCY OBLIGATIONS -- 0.21% Freddie Mac 4.25% 2005 20,000 20,290 TOTAL BONDS AND NOTES (cost: $7,851,752,000) 8,279,726 Principal amount CONVERTIBLE SECURITIES -- 3.28% (000) or shares CONSUMER DISCRETIONARY -- 1.36% Amazon.com, Inc. 6.875% PEACS convertible subordinated notes 2010 Euro 59,550 74,922 Amazon.com, Inc. 4.75% convertible subordinated debentures 2009 $8,825 8,803 Six Flags, Inc. 7.25% PIERS convertible preferred 2009 1,000 shares 20,600 General Motors Corp., Series B, 5.25% convertible debentures 2032 12,500 11,955 Ford Motor Co. Capital Trust II 6.50% cumulative convertible trust preferred 2032 161 8,396 Gray Communications Systems, Inc., Series C, 8.00% convertible preferred 2012(2),(4),(6) 300 3,244 127,920 INFORMATION TECHNOLOGY -- 0.92% Celestica Inc. 0% convertible debentures 2020 $32,625 17,984 Fairchild Semiconductor Corp. 5.00% convertible notes 2008 17,850 17,783 Micron Technology, Inc. 2.50% convertible note 2010 5,000 6,050 Micron Technology, Inc. 2.50% convertible notes 2010(2) 8,000 9,680 Conexant Systems, Inc. 4.00% convertible subordinated notes 2007 14,700 13,083 SCI Systems, Inc. 3.00% convertible subordinated debentures 2007 12,000 11,340 Amkor Technology, Inc. 5.75% convertible notes 2006 6,800 5,984 LSI Logic Corp. 4.00% convertible notes 2006 3,000 2,962 Cypress Semiconductor Corp. 3.75% convertible subordinated notes 2005 1,525 1,514 86,380 FINANCIALS -- 0.32% Providian Financial Corp. 3.25% convertible debentures 2005 20,000 19,800 Equity Office Properties Trust, Series B, 5.25% convertible preferred 2008 200 shares 10,170 29,970 TELECOMMUNICATION SERVICES -- 0.30% American Tower Corp. 5.00% convertible debentures 2010 $25,925 25,666 Dobson Communications Corp., Series F, 6.00% convertible preferred(2),(6) 58 shares 2,744 28,410 UTILITIES -- 0.22% AES Trust VII 6.00% convertible preferred 2008 440 20,347 INDUSTRIALS -- 0.16% Cummins Capital Trust I 7.00% QUIPS convertible preferred 2031(2) $180 $ 14,690 TOTAL CONVERTIBLE SECURITIES (cost: $247,459,000) 307,717 WARRANTS -- 0.08% Shares TELECOMMUNICATION SERVICES -- 0.08% American Tower Corp., warrants, expire 2008(2),(12) 38,250 7,076 XO Communications, Inc., Series A, warrants, expire 2010(12) 37,767 31 XO Communications, Inc., Series B, warrants, expire 2010(12) 28,325 17 XO Communications, Inc., Series C, warrants, expire 2010(12) 28,325 11 KMC Telecom Holdings, Inc., warrants, expire 2008(2),(6),(12) 22,500 0 GT Group Telecom Inc., warrants, expire 2010(2),(6),(12) 11,000 0 Allegiance Telecom, Inc., warrants, expire 2008(2),(6),(12) 5,000 0 7,135 INDUSTRIALS -- 0.00% Protection One, Inc., warrants, expire 2005(2),(6),(12) 30,400 2 TOTAL WARRANTS (cost: $1,233,000) 7,137 PREFERRED STOCKS -- 2.49% FINANCIALS -- 2.33% Fuji JGB Investment LLC, Series A, 9.87% noncumulative preferred (undated)(2),(3) 61,565,000 72,315 IBJ Preferred Capital Co. LLC, Series A, 8.79% noncumulative preferred (undated)(2),(3) 51,675,000 59,336 Swire Pacific Capital Ltd. 8.84% cumulative guaranteed perpetual capital securities(2) 1,125,000 30,600 Swire Pacific Offshore Financing Ltd. 9.33% cumulative guaranteed perpetual preferred capital securities(2) 546,648 15,088 Tokai Preferred Capital Co. LLC, Series A, 9.98% noncumulative preferred (undated)(2),(3) 24,250,000 28,546 SB Treasury Co. LLC, Series A, 9.40% noncumulative preferred (undated)(2),(3) 8,480,000 10,022 Chevy Chase Preferred Capital Corp., Series A, 10.375% exchangeable preferred 55,994 3,234 219,141 TELECOMMUNICATION SERVICES -- 0.15% Dobson Communications Corp. 13.00% senior exchangeable preferred 2009(6) 30,187 13,584 Dobson Communications Corp. 12.25% senior exchangeable preferred 2008(4),(6) 2,000 900 XO Communications, Inc. 14.00% preferred 2009(4),(12) 40 -- 14,484 CONSUMER STAPLES -- 0.01% Great Atlantic & Pacific Tea Co., Inc. 9.375% QUIBS preferred 2039 18,500 388 CONSUMER DISCRETIONARY -- 0.00% Adelphia Communications Corp., Series B, 13.00% preferred 2009(12) 36,196 226 INFORMATION TECHNOLOGY -- 0.00% ZiLOG, Inc. -- MOD III Inc., units(6),(8),(12) 1,868 0 TOTAL PREFERRED STOCKS (cost: $202,294,000) 234,239 Market amount COMMON STOCKS -- 1.57% Shares (000) TELECOMMUNICATION SERVICES -- 1.04% NTELOS Inc.(2),(6),(8),(12) 1,983,310 $ 59,678 Nextel Communications, Inc., Class A(12) 613,418 14,624 AirGate PCS, Inc.(2),(8),(12) 671,293 13,157 Dobson Communications Corp., Class A(2),(12) 5,754,785 7,654 VersaTel Telecom International NV(12) 779,280 1,549 Netia SA(12) 327,966 388 Cincinnati Bell Inc.(12) 70,740 247 XO Communications, Inc.(12) 18,882 60 97,357 FINANCIALS -- 0.25% Federal Realty Investment Trust 327,000 14,388 iStar Financial, Inc. 130,000 5,360 Equity Office Properties Trust 150,000 4,087 23,835 INFORMATION TECHNOLOGY -- 0.14% Fairchild Semiconductor International, Inc.(12) 500,000 7,085 ZiLOG, Inc.(8),(12) 1,140,500 6,581 13,666 CONSUMER DISCRETIONARY -- 0.09% Emmis Communications Corp., Class A(12) 201,000 3,630 Viacom Inc., Class B, nonvoting 63,225 2,122 Clear Channel Communications, Inc. 51,012 1,590 Radio One, Inc., Class D, nonvoting(12) 44,000 626 Radio One, Inc., Class A(12) 22,000 314 8,282 INDUSTRIALS -- 0.03% DigitalGlobe, Inc.(2),(6),(12) 3,064,647 3,065 CONSUMER STAPLES -- 0.01% Winn-Dixie Stores, Inc. 250,000 772 HEALTH CARE -- 0.01% Clarent Hospital Corp.(6),(8),(12) 576,849 721 TOTAL COMMON STOCKS (cost: $186,451,000) 147,698 Principal amount Market amount SHORT-TERM SECURITIES -- 3.32% (000) (000) Wal-Mart Stores Inc. 1.50%-1.67% due 10/5-11/2/2004(2) $ 69,400 $ 69,331 DuPont (E.I.) de Nemours & Co. 1.61%-1.76% due 10/12-11/18/2004(13) 54,300 54,228 Eli Lilly and Co. 1.54%-1.56% due 10/18-10/27/2004(2),(13) 47,400 47,355 U.S. Treasury Bills 1.41%-1.475% due 10/28/2004 42,850 42,805 CAFCO, LLC 1.53% due 10/4/2004(2) 21,300 21,296 Federal Home Loan Bank 1.52% due 10/5/2004 20,300 20,296 IBM Capital Inc. 1.53% due 10/6/2004(2) 18,647 18,642 Pfizer Inc 1.54% due 10/6/2004(2) 15,348 15,344 Private Export Funding Corp. 1.74% due 10/21/2004(2) 12,200 12,187 Park Avenue Receivables Corp., LLC 1.60% due 10/4/2004(2) 10,000 9,998 TOTAL SHORT-TERM SECURITIES (cost: $311,480,000) 311,482 TOTAL INVESTMENT SECURITIES (cost: $8,800,669,000) 9,287,999 Other assets less liabilities 108,847 NET ASSETS $9,396,846 (1) Step bond; coupon rate will increase at a later date. (2) Purchased in a private placement transaction; resale may be limited to qualified institutional buyers; resale to the public may require registration. The total value of all such restricted securities was $1,976,090,000, which represented 21.03% of the net assets of the fund. (3) Coupon rate may change periodically. (4) Payment in kind; the issuer has the option of paying additional securities in lieu of cash. (5) Pass-through securities backed by a pool of mortgages or other loans on which principal payments are periodically made. Therefore, the effective maturities are shorter than the stated maturities. (6) Valued under fair value procedures adopted by authority of the Board of Trustees. (7) Company not making scheduled interest payments; bankruptcy proceedings pending. (8) Represents an affiliated company as defined under the Investment Company Act of 1940. (9) Company did not make principal payment upon scheduled maturity date; reorganization pending. (10) This unit also contains 895,000 par of Drax Group Ltd., Class A-3, 9.1803% 2020 and 895,000 shares of Drax Group Ltd. common stock. (11) Scheduled interest payments not made; reorganization pending. (12) Security did not produce income during the last 12 months. (13) This security, or a portion of this security, has been segregated to cover funding requirements on investment transactions settling in the future. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON DETAILED SCHEDULE OF INVESTMENTS To the Shareholders and Board of Trustees of American High-Income Trust: We have audited, in accordance with standards of the Public Company Accounting Oversight Board (United States), the financial statements of American High-Income Trust (the "Fund") as of September 30, 2004, and for the year then ended and have issued our report thereon dated November 9, 2004, which report and financial statements are included in Item 1 of this Certified Shareholder Report on Form N-CSR. Our audit also included the Fund's investment portfolio (the "Schedule") as of September 30, 2004 appearing in Item 6 of this Form N-CSR. This Schedule is the responsibility of the Fund's management. Our responsibility is to express an opinion based on our audit. In our opinion, the Schedule referred to above, when considered in relation to the basic financial statements taken as a whole of the Fund referred to above, presents fairly, in all material respects, the information set forth therein. DELOITTE & TOUCHE LLP November 9, 2004 Costa Mesa, California ITEM 7 - Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies Not applicable to this Registrant, insofar as the Registrant is not a closed-end management investment company. ITEM 8 - Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers Not applicable to this Registrant, insofar as the Registrant is not a closed-end management investment company. ITEM 9 - Submission of Matters to a Vote of Security Holders There have been no material changes to the procedures by which shareholders may recommend nominees to the Registrant's Board of Trustees since the Registrant last submitted a proxy statement to its shareholders. The procedures are as follows. The Registrant has a nominating committee comprised solely of persons who are not considered "interested persons" of the Registrant within the meaning of the Investment Company Act of 1940, as amended. The committee periodically reviews such issues as the Board's composition, responsibilities, committees, compensation and other relevant issues, and recommends any appropriate changes to the full Board of Trustees. While the committee normally is able to identify from its own resources an ample number of qualified candidates, it will consider shareholder suggestions of persons to be considered as nominees to fill future vacancies on the Board. Such suggestions must be sent in writing to the nominating committee of the Registrant, c/o the Registrant's Secretary, and must be accompanied by complete biographical and occupational data on the prospective nominee, along with a written consent of the prospective nominee for consideration of his or her name by the nominating committee. ITEM 10 - Controls and Procedures (a) The Registrant's Principal Executive Officer and Principal Financial Officer have concluded, based on their evaluation of the Registrant's disclosure controls and procedures (as such term is defined in Rule 30a-3 under the Investment Company Act of 1940), that such controls and procedures are adequate and reasonably designed to achieve the purposes described in paragraph (c) of such rule. (b) There were no changes in the Registrant's internal controls over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the Registrant's last fiscal half-year (the Registrant's second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting. ITEM 11 - Exhibits (a) The Code of Ethics that is the subject of the disclosure required by Item 2 is attached as an exhibit hereto. (b) The certifications required by Rule 30a-2 of the Investment Company Act of 1940, as amended, and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 are attached as exhibits hereto. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. AMERICAN HIGH-INCOME TRUST By /s/ David C. Barclay - ------------------------------------------------------- David C. Barclay, President and PEO Date: December 8, 2004 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. By /s/ David C. Barclay - -------------------------------------------------- David C. Barclay, President and PEO Date: December 8, 2004 By /s/ Susi M. Silverman - -------------------------------------------------- Susi M. Silverman, Treasurer and PFO Date: December 8, 2004