Item 1. Report to Shareholders DECEMBER 31, 2004 BALANCED FUND Annual Report T. ROWE PRICE - -------------------------------------------------------------------------------- The views and opinions in this report were current as of December 31, 2004. They are not guarantees of performance or investment results and should not be taken as investment advice. Investment decisions reflect a variety of factors, and the managers reserve the right to change their views about individual stocks, sectors, and the markets at any time. As a result, the views expressed should not be relied upon as a forecast of the fund's future investment intent. The report is certified under the Sarbanes-Oxley Act of 2002, which requires mutual funds and other public companies to affirm that, to the best of their knowledge, the information in their financial reports is fairly and accurately stated in all material respects. - -------------------------------------------------------------------------------- REPORTS ON THE WEB Sign up for our E-mail Program, and you can begin to receive updated fund reports and prospectuses online rather than through the mail. Log in to your account at troweprice.com for more information. T. ROWE PRICE BALANCED FUND - -------------------------------------------------------------------------------- Fellow Shareholders U.S. stocks rose moderately in the second half of 2004, capping a second consecutive year of gains. Small- and mid-cap shares fared better than their larger counterparts. U.S. bonds produced positive returns in the second half of 2004, even though the Federal Reserve gradually raised short-term interest rates. High-yield bonds strongly outperformed investment-grade securities. Non-U.S. stocks outpaced their U.S. counterparts, thanks partially to a weakening U.S. dollar, which fell to multi-year lows against several major currencies. PERFORMANCE COMPARISON - -------------------------------------------------------------------------------- Periods Ended 12/31/04 6 Months 12 Months - -------------------------------------------------------------------------------- Balanced Fund 8.26% 10.32% Merrill Lynch-Wilshire Capital Market Index 6.92 9.54 Lipper Balanced Funds Index 6.59 8.99 Combined Index Portfolio* 6.81 9.24 *An unmanaged portfolio of 50% domestic stocks (S&P 500 Stock Index), 40% bonds (Lehman Brothers U.S. Aggregate Index), and 10% international stocks (MSCI EAFE Index). Your fund returned 8.26% in the second half of 2004 and 10.32% for the year. The fund outperformed all three of its benchmarks in both periods, as shown in the table, because we overweighted stocks, which outpaced bonds, and had a modest bias toward value stocks, which fared better than growth stocks. In addition, our exposure to international equities and high-yield bonds, which surpassed domestic shares and investment-grade issues, respectively, increased our performance advantage. MARKET ENVIRONMENT The economy continued to expand in the second half of 2004, overcoming a mid-year period of softness that was largely attributable to heightened consumer and business caution amid rising oil prices and a tight presidential election race. Both of these concerns eased in the fourth quarter, as the price of oil fell sharply from its October high and investors welcomed a conclusive election result. The Federal Reserve continued to unwind its highly accommodative monetary policy in the last six months, though this was not to the detriment of the equity market. Beginning on June 30, the central bank raised the federal funds target rate gradually from 1.00% to 2.25% in five quarter-point increments. Short-term interest rates also rose, tracking the fed funds rate, but long-term rates declined in the second half of the year after peaking in the spring. U.S. stocks declined through mid-August as economic growth moderated amid rising short-term interest rates, surging energy costs, and a heated presidential campaign. Stock prices rose as oil prices backed away from $55 per barrel, and gains accelerated following the election. High-profile corporate deals and mergers late in the year were also supportive. By year-end, several major indexes were at or near their highest levels of the year. [Graphic Omitted] INTEREST RATE LEVELS - -------------------------------------------------------------------------------- 10-Year 5-Year 90-Day Treasury Note Treasury Note Treasury Bill 12/31/2003 4.25 3.25 0.92 1/31/2004 4.13 3.14 0.91 2/29/2004 3.97 2.94 0.94 3/31/2004 3.84 2.78 0.94 4/30/2004 4.51 3.62 0.96 5/31/2004 4.65 3.79 1.06 6/30/2004 4.58 3.77 1.26 7/31/2004 4.48 3.69 1.43 8/31/2004 4.12 3.31 1.58 9/30/2004 4.12 3.37 1.70 10/31/2004 4.02 3.28 1.89 11/30/2004 4.35 3.69 2.22 12/31/2004 4.22 3.61 2.21 Small-cap shares outperformed their larger counterparts in the second half of 2004 and for the full year. The Russell 2000 Index returned 10.83% and 18.33%, respectively, versus 7.19% and 10.88% for the S&P 500 Index. As measured by various Russell indexes, growth stocks lagged value across all market capitalizations in both periods. In the large-cap universe, utilities, energy, and telecommunications services were among the strongest sectors in the last six months. The materials and consumer discretionary sectors also performed well. Health care and information technology shares lagged due to weakness among pharmaceuticals and semiconductors, respectively. Consumer staples stocks were also sluggish. U.S. bonds produced positive returns in the last six months. High-yield bonds did best, but long-term government bonds also produced solid returns. Investment-grade corporate bonds were less robust, while mortgage-backed and shorter-term securities trailed with modest gains. The Lehman Brothers U.S. Aggregate Index, a broad measure of the investment-grade taxable bond market, returned 4.18% in the second half of 2004 and 4.34% for the entire year. Non-U.S. stocks have outperformed their U.S. counterparts since the end of June, thanks partially to a weakening U.S. dollar, which fell to multi-year lows against several major currencies. Emerging markets were strongest, led by equities in Latin America. Developed markets also performed well, with European bourses well ahead of Japanese shares. The MSCI EAFE Index, which measures the performance of mostly large-cap stocks in Europe, Australasia, and the Far East, returned 15.10% in the last six months and 20.70% for all of 2004. ASSET ALLOCATION STRATEGY Our asset allocations did not change much in the last six months. Domestic and international stocks collectively represented 66% of the fund's assets--an overweighting relative to the 60% neutral weighting of the combined index portfolio benchmark--with 50% in U.S. stocks and 16% in non-U.S. shares versus 51% and 15%, respectively, at mid-year. Our position in corporate bonds rose from 17% to 19%, and our exposure to Treasury and agency bonds increased from 11% to 12%. Mortgage-backed securities remained at 3%. [Graphic Omitted] SECURITY DIVERSIFICATION - -------------------------------------------------------------------------------- Domestic Stocks 50% Corporate Bonds 19% International Stocks 16% Treasury and Agency Bonds 12% Mortgage-Backed Securities 3% Based on net assets as of 12/31/04. PORTFOLIO REVIEW Domestic Stocks Nearly all major sectors in the domestic equity portion of the fund produced gains in the last six months. The primary exception was the information technology sector, which was dragged lower by weakness among semiconductor shares, especially Intel. Industrials and business services stocks contributed substantially to the U.S. stock portfolio's performance. Road and rail stocks, led by Landstar Systems, paced the sector's advance. Also, market heavyweight GE greatly added value, and machinery stocks such as Danaher and Caterpillar plowed ahead as the economy continued to expand. Stocks in the financials sector also performed very well. Commercial banks, such as Bank of America, companies tied to the capital markets, including Franklin Resources, and real estate firm ProLogis were among our top contributors to performance. In contrast, insurance stocks lagged, pressured by New York Attorney General Eliot Spitzer's allegations of bid-rigging against insurance broker Marsh & McLennan--one of our largest performance detractors--and by the broadening of his investigation into insurance industry practices. Stocks in the consumer discretionary sector rose broadly in the last six months. Media giants Comcast, McGraw-Hill, and Disney contributed substantially to fund performance. Multi-line and specialty retailers were less robust; automobile companies lagged. In the materials sector, metals and mining company Nucor surged more than 35% in the last six months, as the company's financial results were bolstered by the strongest steel cycle in the past 50 years. Another strong contributor in the sector was Potash Corp./Saskatchewan, the world's largest maker of potash fertilizer. Shares soared more than 60% in the second half amid improved potash prices and volumes. Utility stocks, though they represented a small part of the domestic equity portfolio, produced excellent returns in the last six months. TXU Corporation, which surprised investors with significant increases in its dividend and earnings projections, surged about 60%. The energy sector also enjoyed a strong second half and was one of the best performing sectors for the year. Rising oil prices and improving business fundamentals helped both oil and gas and energy equipment and services companies. Top performers in each segment were ExxonMobil and Halliburton, respectively. Although our health care holdings collectively produced gains in the last six months, pharmaceuticals lagged significantly due to considerable declines in Merck and Pfizer. Merck plunged when the company withdrew its Vioxx arthritis medication from the market because a clinical trial demonstrated patients on Vioxx faced higher risk of heart attacks and strokes after 18 months of continuous therapy. Pfizer's Celebrex ran into similar issues after a study linked higher doses to increased heart attack risk. Pfizer, however, has decided to keep its drug on the market. International Stocks The fund benefited from its non-U.S. equity exposure in the last six months, as our holdings performed better than the broad MSCI EAFE Index. International equity markets were driven by positive earnings trends and falling energy prices later in the period. All sectors posted positive results, led by telecommunications services, utilities, materials, and financials. Information technology and consumer stocks lagged. The Pacific region, excluding Japan, turned in the best returns among developed markets. The financials sector was one of the fund's best in the last six months. Solid economic growth and the reelection of John Howard's business-friendly government in Australia provided a tailwind for Macquarie Bank, one of our larger non-U.S. contributors to performance. Australian investment bank Babcock & Brown also advanced. Materials and related stocks performed well, including Bluescope Steel, which benefited from rising steel prices. China Unicom, however, was one of our more disappointing holdings in the region; its share price languished amid stiff wireless services competition in China. Results in Europe were also favorable, led by financials and materials. Swedish bank Nordea was the best contributor in the region. Bank Austria Creditanstalt benefited from a good position in Eastern European countries that joined the European Union in 2004, while Sweden's SSAB climbed with steel prices. On the downside, shares of Tele2 AB and satellite television provider British Sky Broadcasting declined due to sub-par subscriber growth. BOND PORTFOLIO PROFILE - -------------------------------------------------------------------------------- Periods Ended 6/30/04 12/31/04 - -------------------------------------------------------------------------------- Weighted Average Effective Duration (years) 4.80 4.81 Weighted Average Maturity (years) 7.62 7.74 Quality Diversification * AAA 5.15% 5.51% AA 3.13 3.31 A 11.70 12.72 BBB 10.80 12.76 BB and Below 20.44 20.72 Not Rated 9.30 0.00 U.S. Government 39.48 44.98 *Source: Standard & Poor's; if Standard & Poor's does not rate a security, then Moody's Investors Service is used as a secondary source. Market performance in Japan was mixed in the last six months. Mitsubishi Corporation was one of our best contributors in the region, benefiting from its strong position in energy trading in the midst of higher energy prices. Teijin benefited from price increases for its chemical products and favorable prospects for its gout medication in the U.S., and we sold the shares during the period. Our holdings in consumer electronics maker Pioneer and telecommunications services provider KDDI declined amid intense competition in their respective industries. Domestic Bonds Bonds generated good returns in the last six months, as long-term interest rates declined--the opposite of what one would expect when the Federal Reserve is raising short-term rates. The high-yield component of our bond portfolio made a solid contribution to fund performance. Our small allocation to mortgages, which underperformed other bond segments, detracted slightly from our results. In the second half of the year, we continued to underweight government securities and maintained a slightly defensive duration stance to lessen the potential impact of higher interest rates often associated with a strengthening economy. We prefer corporate bonds to government issues in an improving economy, as strong corporate earnings should be supportive of a positive credit environment. OUTLOOK U.S. stocks have risen for two consecutive years, which has not occurred since 1998-1999. Favorable fundamentals driving the market--including solid corporate earnings growth, relatively low inflation and interest rates, and increased merger activity--suggest that stocks could continue to rise in 2005. However, returns are likely to be more moderate than in the last two years. Although the Federal Reserve is determined to continue raising short-term interest rates incrementally, any acceleration of inflation or economic growth could trigger a more aggressive response from the central bank. In addition, concerns about the weakening U.S. dollar or the burgeoning trade and federal budget deficits could add upward pressure to interest rates, which would not be welcomed by equity investors and would make the bond market environment more challenging. However, there may be opportunities in fixed-income sectors that tend to perform relatively well when the economy is growing and interest rates are rising. Non-U.S. equity markets continue to offer diversification benefits and good long-term investment opportunities, and valuations abroad are more appealing relative to those of U.S. stocks than they have been in several years. International markets could again outperform the U.S., especially if the dollar continues to weaken versus foreign currencies, though a stronger dollar would have the opposite effect. The uncertainties in today's global marketplace underscore the value of diversification while pursuing long-term capital appreciation. We believe our broad exposure to U.S. stocks, bonds, and international equities can provide investors with long-term returns that compete with an all-stock portfolio and a steadier ride toward the achievement of financial goals. We appreciate your confidence in our investment management abilities. Respectfully submitted, Richard T. Whitney Chairman of the fund's Investment Advisory Committee January 19, 2005 The committee chairman has day-to-day responsibility for managing the portfolio and works with committee members in developing and executing the fund's investment program. RISKS OF INVESTING IN STOCKS As with all stock mutual funds, the fund's share price can fall because of weakness in the stock market, a particular industry, or specific holdings. Stock markets can decline for many reasons, including adverse political or economic developments, changes in investor psychology, or heavy institutional selling. The prospects for an industry or company may deteriorate because of a variety of factors, including disappointing earnings or changes in the competitive environment. In addition, the investment manager's assessment of companies held in a fund may prove incorrect, resulting in losses or poor performance even in rising markets. RISKS OF INTERNATIONAL INVESTING Funds that invest overseas generally carry more risk than funds that invest strictly in U.S. assets. Risks can result from varying stages of economic and political development, differing regulatory environments, trading days, and accounting standards, currency fluctuations, and higher transaction costs of non-U.S. markets. Investments outside the United States could be subject to governmental actions such as capital or currency controls, nationalization of a company or industry, expropriation of assets, or imposition of high taxes. RISKS OF INVESTING IN BONDS Funds that invest in bonds are subject to interest rate risk, the decline in bond prices that usually accompanies a rise in interest rates. Longer-maturity bonds typically decline more than those with shorter maturities. Funds that invest in bonds are also subject to credit risk, the chance that any fund holding could have its credit rating downgraded, or that a bond issuer will default (fail to make timely payments of interest or principal), potentially reducing the fund's income level and share price. GLOSSARY Duration: The average time (expressed in years) needed for an investor to receive the present value of the future cash flows on a fixed-income investment. It is used to measure a bond or bond fund's sensitivity to interest rate changes. For example, a fund with a five-year duration would fall about 5% in price in response to a one-percentage-point increase in interest rates, and vice versa. Fed funds target rate: An overnight lending rate set by the Federal Reserve and used by banks to meet reserve requirements. Banks also use the fed funds rate as a benchmark for their prime lending rates. Lehman Brothers U.S. Aggregate Index: A widely used benchmark for the domestic investment-grade bond market. The index typically includes more than 5,000 fixed-income securities with an overall intermediate- to long-term average maturity. Lipper indexes: Consist of a small number (10 to 30) of the largest mutual funds in a particular category as tracked by Lipper Inc. Merrill Lynch-Wilshire Capital Market Index: A market capitalization-weighted index including the Wilshire 5000 and Merrill Lynch, High Yield II, and Domestic Master Indexes. MSCI EAFE Index: Widely accepted as the benchmark for international stock performance (EAFE refers to Europe, Australasia, and Far East). The index represents the major markets of the world excluding the U.S. and Canada, is listed in local currency, and includes reinvestment of dividends. Russell 2000 Index: Tracks the stocks of 2,000 small U.S. companies. S&P 500 Stock Index: Tracks the stocks of 500 mostly large U.S. companies. T. ROWE PRICE BALANCED FUND - -------------------------------------------------------------------------------- PORTFOLIO HIGHLIGHTS - -------------------------------------------------------------------------------- LARGEST HOLDINGS Percent of Percent of Net Assets Net Assets 12/31/04 12/31/04 Stocks Bonds - -------------------------------------------------------------------------------- GE 2.1% U.S. Treasury 9.3% ExxonMobil 1.5 Federal Home Loans 1.6 Bank of America 1.2 Fannie Mae Mortgages 1.4 Citigroup 1.2 Ginnie Mae 1.3 Microsoft 1.1 Fannie Mae Agency Bonds 0.7 Wal-Mart 0.8 General Electric 0.4 American International Group 0.8 Manitoba 0.3 BP 0.8 Kimberly-Clark 0.2 UnitedHealth Group 0.7 Coca-Cola Bottling 0.2 Target 0.7 Anheuser-Busch 0.2 Total 10.9% Total 15.6% - -------------------------------------- ------------------------------------- Note: Table excludes investments in the T. Rowe Price Reserve Investment Fund and collateral for securities lending. T. ROWE PRICE BALANCED FUND - -------------------------------------------------------------------------------- GROWTH OF $10,000 This chart shows the value of a hypothetical $10,000 investment in the fund over the past 10 fiscal year periods or since inception (for funds lacking 10-year records). The result is compared with benchmarks, which may include a broad-based market index and a peer group average or index. Market indexes do not include expenses, which are deducted from fund returns as well as mutual fund averages and indexes. [Graphic Omitted] BALANCED FUND - -------------------------------------------------------------------------------- As of 12/31/04 Balanced Fund $ 26,200 Combined Index Portfolio* $ 26,105 Lipper Balanced Funds Index $ 24,638 Combined Index Lipper Balanced Balanced Fund Portfolio* Funds Index 12/94 10,000 10,000 10,000 12/95 12,488 12,706 12,489 12/96 14,308 14,399 14,119 12/97 17,022 17,341 16,985 12/98 19,740 20,845 19,547 12/99 21,766 23,471 21,302 12/00 22,220 23,113 21,810 12/01 21,336 22,009 21,105 12/02 19,513 20,007 18,849 12/03 23,749 23,897 22,607 12/04 26,200 26,105 24,638 *The combined index portfolio is composed of 50% domestic stocks (S&P 500 Stock Index), 40% bonds (Lehman Brothers U.S. Aggregate Index), and 10% international stocks (MSCI EAFE Index). T. ROWE PRICE BALANCED FUND - -------------------------------------------------------------------------------- AVERAGE ANNUAL COMPOUND TOTAL RETURN - -------------------------------------------------------------------------------- This table shows how the fund and its benchmarks would have performed if their actual (or cumulative) returns for the periods shown had been earned at a constant rate. Periods Ended 12/31/04 1 Year 5 Years 10 Years - -------------------------------------------------------------------------------- Balanced Fund 10.32% 3.78% 10.11% Merrill Lynch-Wilshire Capital Market Index 9.54 1.23 10.11 Lipper Balanced Funds Index 8.99 2.95 9.44 Combined Index Portfolio * 9.24 2.15 10.07 *An unmanaged portfolio of 50% domestic stocks (S&P 500 Stock Index), 40% bonds (Lehman Brothers U.S. Aggregate Index), and 10% international stocks (MSCI EAFE Index). Current performance may be higher or lower than the quoted past performance, which cannot guarantee future results. Share price, principal value, and return will vary, and you may have a gain or loss when you sell your shares. For the most recent month-end performance information, please visit our Web site (troweprice.com) or contact a T. Rowe Price representative at 1-800-225-5132. Average annual total return figures include changes in principal value, reinvested dividends, and capital gain distributions. Returns do not reflect taxes that the shareholder may pay on fund distributions or the redemption of fund shares. When assessing performance, investors should consider both short- and long-term returns. T. ROWE PRICE BALANCED FUND - -------------------------------------------------------------------------------- FUND EXPENSE EXAMPLE - -------------------------------------------------------------------------------- As a mutual fund shareholder, you may incur two types of costs: (1) transaction costs such as redemption fees or sales loads and (2) ongoing costs, including management fees, distribution and service (12b-1) fees, and other fund expenses. The following example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to 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 most recent six-month period and held for the entire period. Actual Expenses The first line of the following table ("Actual") provides information about actual account values and actual expenses. You may use the information in this line, together with your account balance, 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 "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. Hypothetical Example for Comparison Purposes The information on the second line of the table ("Hypothetical") is based on hypothetical account values and expenses derived from the fund's actual expense ratio and an assumed 5% per year rate of return before expenses (not the fund's actual return). You may compare the ongoing costs of investing in the fund with other funds by contrasting this 5% hypothetical example and the 5% hypothetical examples that appear in the shareholder reports of the other funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. Note: T. Rowe Price charges an annual small-account maintenance fee of $10, generally for accounts with less than $2,000 ($500 for UGMA/UTMA). The fee is waived for any investor whose T. Rowe Price mutual fund accounts total $25,000 or more, accounts employing automatic investing, and IRAs and other retirement plan accounts that utilize a prototype plan sponsored by T. Rowe Price (although a separate custodial or administrative fee may apply to such accounts). This fee is not included in the accompanying table. If you are subject to the fee, keep it in mind when you are estimating the ongoing expenses of investing in the fund and when comparing the expenses of this fund with other funds. You should also be aware that the expenses shown in the table highlight only your ongoing costs and do not reflect any transaction costs, such as redemption fees or sales loads. Therefore, the second line of the table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. To the extent a fund charges transaction costs, however, the total cost of owning that fund is higher. T. ROWE PRICE BALANCED FUND - -------------------------------------------------------------------------------- Beginning Ending Expenses Paid Account Value Account Value During Period* 7/1/04 12/31/04 7/1/04 to 12/31/04 - -------------------------------------------------------------------------------- Actual $1,000 $1,082.60 $3.66 Hypothetical (assumes 5% return before expenses) 1,000 1,021.62 3.56 *Expenses are equal to the fund's annualized expense ratio for the six-month period (0.70%), multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half year (184) divided by the days in the year (366) to reflect the half-year period. T. ROWE PRICE BALANCED FUND - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS For a share outstanding throughout each period - -------------------------------------------------------------------------------- Year Ended 12/31/04 12/31/03 12/31/02 12/31/01 12/31/00 NET ASSET VALUE Beginning of period $ 18.41 $ 15.51 $ 17.49 $ 19.17 $ 19.69 Investment activities Net investment income (loss) 0.46* 0.41* 0.47 0.51 0.54 Net realized and unrealized gain (loss) 1.41 2.91 (1.95) (1.29) (0.13) Total from investment activities 1.87 3.32 (1.48) (0.78) 0.41 Distributions Net investment income (0.46) (0.42) (0.47) (0.52) (0.53) Net realized gain (0.12) - (0.03) (0.38) (0.40) Total distributions (0.58) (0.42) (0.50) (0.90) (0.93) NET ASSET VALUE End of period $ 19.70 $ 18.41 $ 15.51 $ 17.49 $ 19.17 ------------------------------------------------ Ratios/Supplemental Data Total return^ 10.32%* 21.71%* (8.54)% (3.98)% 2.09% Ratio of total expenses to average net assets 0.71%* 0.78%* 0.79% 0.83% 0.79% Ratio of net investment income (loss) to average net assets 2.49%* 2.50%* 2.88% 2.84% 2.75% Portfolio turnover rate 22.9% 38.4% 49.1% 36.0% 16.5% Net assets, end of period (in millions) $ 2,325 $ 2,048 $ 1,582 $ 1,791 $ 1,896 ^Total return reflects the rate that an investor would have earned on an investment in the fund during each period, assuming reinvestment of all distributions. *See Note 4. Excludes expenses permanently waived of 0.04% and 0.02% of average net assets for the periods ended 12/31/04 and 12/31/03, respectively, related to investments in TRP mutual funds. The accompanying notes are an integral part of these financial statements. T. ROWE PRICE BALANCED FUND - -------------------------------------------------------------------------------- December 31, 2004 Portfolio of Investments (1) Shares/$ Par Value - -------------------------------------------------------------------------------- (Cost and value in $ 000s) COMMON STOCKS 65.9% CONSUMER DISCRETIONARY 7.4% Automobiles 0.8% Ford Motor (ss.) 334,643 4,899 GM (ss.) 95,700 3,834 Honda (JPY) 1,400 72 Honda ADR (ss.) 45,000 1,173 Peugeot (EUR) (ss.) 24,239 1,532 Renault (EUR) (ss.) 20,234 1,686 Toyota Motor (JPY) 163,700 6,645 19,841 Distributors 0.2% Genuine Parts (ss.) 81,975 3,612 3,612 Hotels, Restaurants & Leisure 0.7% Carnival 100,000 5,763 Hilton 100,000 2,274 McDonald's 156,200 5,008 Wendy's (ss.) 30,000 1,178 Whitbread (GBP) 101,260 1,642 15,865 Household Durables 0.6% Fortune Brands 40,000 3,087 Goldcrest (JPY) 14,590 1,009 Persimmon (GBP) 98,808 1,308 Philips Electronics (EUR) 41,468 1,095 Pioneer (JPY) (ss.) 69,500 1,353 Sony (JPY) (ss.) 66,300 2,556 Thomson (EUR) (ss.) 106,394 2,801 13,209 Leisure Equipment & Products 0.1% Hasbro 80,000 1,550 Noritsu Koki (JPY) (ss.) 13,000 298 1,848 Media 2.7% Aegis (GBP) 945,621 1,956 Astro All Asia (MYR) * 13,000 18 Astro All Asia, 144A (MYR) *@ 208,100 296 Clear Channel Communications 100,000 3,349 Comcast, Class A * 342,842 11,410 Disney 362,617 10,081 Gannett 27,600 2,255 Gestevision Telecino (EUR) * 8,500 175 McGraw-Hill 71,800 6,572 New York Times, Class A (ss.) 80,000 3,264 Omnicom 26,800 2,260 Publicis (EUR) 117,010 3,778 Reader's Digest 35,000 487 Time Warner * 289,550 5,629 Tribune 40,000 1,686 Viacom (ss.) 8,152 302 Viacom, Class B 187,391 6,819 WPP Group (GBP) 209,165 2,296 WPP Group ADR 19,100 1,044 63,677 Multiline Retail 0.9% May Department Stores 77,100 2,267 Sears (ss.) 40,000 2,041 Target 323,400 16,794 21,102 Specialty Retail 1.3% Blockbuster, Class A (ss.) 52,404 500 Blockbuster, Class B 52,404 462 CarMax *(ss.) 53,923 1,674 Esprit Holdings (HKD) 227,500 1,376 GAP 207,300 4,378 Home Depot 311,000 13,292 RadioShack 80,000 2,630 Staples 53,155 1,792 TJX Companies 92,000 2,312 Toys "R" Us *(ss.) 64,380 1,318 29,734 Textiles, Apparel, & Luxury Goods 0.1% Adidas-Salomon (EUR) 10,926 1,756 Yue Yuen Industrial (HKD) (ss.) 552,000 1,516 3,272 Total Consumer Discretionary 172,160 CONSUMER STAPLES 5.6% Beverages 1.1% Allied Domecq (GBP) 180,050 1,769 Anheuser-Busch 98,100 4,976 Coca-Cola 229,300 9,546 Kirin Brewery (JPY) (ss.) 125,000 1,228 PepsiCo 174,400 9,104 26,623 Food & Staples Retailing 2.3% Casino Guichard-Perrachon (EUR) (ss.) 20,319 1,617 Coles Myer (AUD) 290,086 2,232 Costco Wholesale 119,100 5,766 CVS 50,000 2,254 J Sainsbury (GBP) 182,210 944 Kroger * 222,900 3,910 Matsumotokiyoshi (JPY) (ss.) 33,000 938 METRO (EUR) 87,178 4,778 Sysco 126,000 4,809 Tesco (GBP) 358,510 2,210 Wal-Mart 362,200 19,131 Wal-Mart de Mexico, Series V (MXN) 603,400 2,071 Walgreen 50,000 1,919 52,579 Food Products 0.6% Campbell Soup 81,000 2,421 General Mills (ss.) 72,500 3,604 Nestle (CHF) 13,163 3,432 Unilever N.V. (GBP) 333,839 3,271 12,728 Household Products 1.0% Colgate-Palmolive 67,300 3,443 Kimberly-Clark 75,400 4,962 Procter & Gamble 285,600 15,731 24,136 Personal Products 0.2% Gillette 95,174 4,262 4,262 Tobacco 0.4% Altria Group 160,800 9,825 9,825 Total Consumer Staples 130,153 ENERGY 5.7% Energy Equipment & Services 0.9% Baker Hughes 80,000 3,414 BJ Services 98,400 4,580 FMC Technologies *(ss.) 72,228 2,326 Halliburton 93,742 3,678 Schlumberger 102,600 6,869 Transocean * 11,654 494 21,361 Oil & Gas 4.8% Amerada Hess (ss.) 103,500 8,526 BP (GBP) 441,157 4,294 BP ADR 230,902 13,485 ChevronTexaco 222,318 11,674 ConocoPhillips 50,000 4,341 Eni SPA (EUR) 118,520 2,955 Eni SPA ADR (ss.) 18,800 2,366 ExxonMobil 685,326 35,130 INPEX (JPY) (ss.)* 46 231 Murphy Oil 100,000 8,045 Norsk Hydro (NOK) 12,310 965 Petroleo Brasileiro (Petrobras) ADR (ss.) 104,000 3,766 Royal Dutch Petroleum ADS (ss.) 30,000 1,721 Shell Transport & Trading (GBP) 159,178 1,354 Shell Transport & Trading ADR 69,000 3,547 Statoil ASA (NOK) 172,865 2,700 Total (EUR) (ss.) 22,670 4,932 110,032 Total Energy 131,393 FINANCIALS 14.6% Capital Markets 2.4% Babcock & Brown (AUD) * 166,257 1,411 Bank of New York 100,000 3,342 Credit Suisse Group (CHF) * 79,075 3,313 Franklin Resources 98,000 6,826 Goldman Sachs 78,700 8,188 Lehman Brothers 50,000 4,374 Macquarie Bank (AUD) 66,939 2,428 Mellon Financial 172,600 5,370 Morgan Stanley 155,700 8,644 Piper Jaffray Companies *(ss.) 4,804 230 State Street 196,000 9,628 Waddell & Reed Financial, Class A 35,581 850 54,604 Commercial Banks 5.4% ABN Amro Holdings (EUR) 84,305 2,224 Alliance & Leicester (GBP) 82,608 1,443 Australia & New Zealand Banking (AUD) 132,948 2,136 Australia & New Zealand Banking ADR (ss.) 22,800 1,845 Banco Santander Central Hispano (EUR) 207,900 2,569 Banco Santander Chile ADR (ss.) 52,151 1,766 Bank Austria Creditanstalt (EUR) 25,371 2,284 Bank of America 615,698 28,932 Bank of Ireland (Dublin Listing) (EUR) 115,698 1,919 Bank of Yokohama (JPY) 261,000 1,641 Barclays (GBP) 651,582 7,315 Barclays ADR 6,700 306 BNP Paribas (EUR) (ss.) 68,515 4,943 DBS Group (SGD) 189,000 1,864 Grupo Financiero Banorte (MXN) 711,300 4,475 HBOS (GBP) 236,615 3,844 HSBC (GBP) 110,006 1,853 National Australia Bank (AUD) 150,155 3,376 NORDEA (SEK) 463,319 4,654 Royal Bank of Scotland (GBP) 168,075 5,642 SEB, Series A (SEK) 150,387 2,897 Sumitomo Mitsui Financial (JPY) (ss.) 332 2,408 Svenska Handelsbanken, Series A (SEK) 146,434 3,798 U.S. Bancorp 480,424 15,047 UniCredito Italiano (EUR) 265,000 1,517 Wachovia 271,919 14,303 125,001 Consumer Finance 0.5% AIFUL (JPY) 16,600 1,821 American Express 176,000 9,921 11,742 Diversified Financial Services 1.8% Citigroup 570,938 27,508 ING Groep GDS (EUR) 77,814 2,345 J.P. Morgan Chase 293,820 11,462 Moody's (ss.) 14,100 1,224 42,539 Insurance 2.7% Aioi Insurance (JPY) 450,000 2,072 Ambac Financial Group 33,300 2,735 American International Group 285,718 18,763 Aviva (GBP) 98,167 1,181 AXA (EUR) 91,912 2,262 CNP Assurances (EUR) (ss.) 40,249 2,871 Genworth Financial, Class A (ss.) 50,000 1,350 Marsh & McLennan 111,500 3,668 Mitsui Sumitomo Insurance (JPY) 127,000 1,100 Prudential 64,000 3,517 QBE Insurance (AUD) (ss.) 154,130 1,846 Royal & Sun Alliance (GBP) 458,388 681 SAFECO (ss.) 50,000 2,612 St. Paul Companies (ss.) 245,534 9,102 Torchmark 87,600 5,006 UnumProvident (ss.) 284,200 5,099 63,865 Real Estate 0.8% China Overseas Land (HKD) 3,570,000 882 Corio (EUR) 16,481 962 General Property Trust, Equity Units (AUD) 254,154 742 ProLogis, REIT (ss.) 321,450 13,928 Sun Hung Kai Properties (HKD) 171,000 1,710 18,224 Thrifts & Mortgage Finance 1.0% Bradford & Bingley (GBP) 266,979 1,717 Countrywide Credit 155,700 5,762 Fannie Mae 86,900 6,188 Freddie Mac 54,200 3,995 Hypo Real Estate (EUR) * 58,792 2,427 MGIC Investment (ss.) 23,200 1,599 Radian 50,000 2,662 24,350 Total Financials 340,325 HEALTH CARE 6.8% Biotechnology 0.4% Amgen * 131,000 8,404 CSL Limited (AUD) 24,779 565 8,969 Health Care Equipment & Supplies 0.8% Baxter International 111,500 3,851 Becton, Dickinson 60,000 3,408 Guidant 42,400 3,057 Hospira * 14,170 475 Medtronic 140,400 6,974 17,765 Health Care Providers & Services 1.5% Aetna 52,695 6,574 Cardinal Health (ss.) 96,908 5,635 Celesio (EUR) (ss.) 18,969 1,536 Health Management (ss.) 81,252 1,846 Medco * 58,637 2,439 UnitedHealth Group 196,600 17,307 35,337 Pharmaceuticals 4.1% Abbott Laboratories 141,700 6,610 AstraZeneca ADR (ss.) 53,100 1,932 Bristol Myers Squibb 154,700 3,964 Eisai (JPY) 31,800 1,043 Eli Lilly 100,000 5,675 Forest Laboratories * 50,000 2,243 GlaxoSmithKline (GBP) 73,591 1,723 GlaxoSmithKline ADR (ss.) 238,722 11,313 Johnson & Johnson 191,500 12,145 Kobayashi Pharmaceutical (JPY) (ss.) 41,000 1,104 Merck 196,000 6,300 Novartis (CHF) 147,638 7,414 Pfizer 586,810 15,779 Sanofi-Aventis (EUR) (ss.) 50,897 4,051 Schering-Plough 200,000 4,176 Takeda Chemical Industries (JPY) 42,500 2,135 Wyeth 210,800 8,978 96,585 Total Health Care 158,656 INDUSTRIALS & BUSINESS SERVICES 8.1% Aerospace & Defense 1.4% Boeing 95,900 4,965 British Aerospace (GBP) 380,052 1,678 European Aeronautic Defense & Space (EUR) 60,174 1,742 Honeywell International 177,900 6,300 Lockheed Martin 135,811 7,544 Northrop Grumman 98,942 5,379 United Technologies 48,400 5,002 32,610 Air Freight & Logistics 0.4% TPG (EUR) 61,843 1,673 UPS, Class B 92,000 7,862 9,535 Airlines 0.0% Qantas Airways (AUD) 232,997 674 674 Building Products 0.2% Masco 99,800 3,646 3,646 Commercial Services & Supplies 0.2% Waste Management 176,295 5,278 5,278 Construction & Engineering 0.2% Acciona (EUR) (ss.) 35,767 3,152 Downer EDI (AUD) (ss.) 183,414 677 3,829 Electrical Equipment 0.0% Sumitomo Electric Industries (JPY) 92,000 998 998 Industrial Conglomerates 3.1% 3M 47,200 3,874 GE 1,319,400 48,158 Hutchison Whampoa (HKD) 171,000 1,601 Sembcorp (SGD) 1,720,000 1,707 Siemens (EUR) 53,861 4,548 Tyco International 362,964 12,972 72,860 Machinery 1.6% Caterpillar 50,000 4,875 Danaher (ss.) 192,400 11,046 Deere (ss.) 131,500 9,784 Fanuc (JPY) 25,200 1,644 Guinness Peat Group (NZD) 485,026 756 ITT Industries 70,000 5,911 Mitsubishi Heavy Industries (JPY) (ss.) 437,000 1,238 NSK (JPY) 191,000 958 36,212 Marine 0.1% Nippon Yusen (JPY) (ss.) 315,000 1,693 1,693 Road & Rail 0.8% Arriva (GBP) 235,452 2,436 CSX 120,000 4,809 Landstar Systems *(ss.) 80,000 5,891 Union Pacific 79,000 5,313 18,449 Trading Companies & Distributors 0.1% Mitsubishi (JPY) 206,000 2,655 2,655 Total Industrials & Business Services 188,439 INFORMATION TECHNOLOGY 8.1% Communications Equipment 0.9% Cisco Systems * 423,900 8,181 Motorola 278,600 4,792 Nokia (EUR) 50,684 797 Nokia ADR 72,000 1,128 QUALCOMM 88,000 3,731 Sagem (EUR) (ss.) 57,445 1,220 Uniden (JPY) 34,000 669 20,518 Computers & Peripherals 1.6% Dell * 301,600 12,710 Hewlett-Packard 295,680 6,200 IBM 144,100 14,205 Lexmark International * 25,000 2,125 Toshiba (JPY) (ss.) 339,000 1,452 36,692 Electronic Equipment & Instruments 0.4% Flextronics *(ss.) 180,000 2,488 Jabil Circuit *(ss.) 121,800 3,116 Kyocera (JPY) 16,500 1,267 TDK (JPY) 15,000 1,108 7,979 Internet Software & Services 0.3% IAC/InterActiveCorp *(ss.) 118,000 3,259 VeriSign * 130,000 4,358 7,617 IT Services 0.4% Automatic Data Processing 78,000 3,459 Certegy (ss.) 8,900 316 DST Systems *(ss.) 50,000 2,606 Paychex 94,540 3,222 Sabre Holdings (ss.) 28,906 641 10,244 Office Electronics 0.1% Canon (JPY) 55,000 2,960 2,960 Semiconductor & Semiconductor Equipment 1.9% Altera * 152,000 3,146 Analog Devices 149,000 5,501 Applied Materials * 160,000 2,736 ASML Holding (EUR) * 89,422 1,430 Freescale Semiconductor *(ss.) 30,761 565 Intel 508,400 11,892 Jenoptik (EUR) * 59,600 626 KLA-Tencor *(ss.) 60,000 2,795 Linear Technology (ss.) 115,000 4,457 Maxim Integrated Products 111,500 4,727 Nikon (JPY) (ss.) 106,000 1,306 Semiconductor Manufacturing International ADR *(ss.) 31,100 335 Texas Instruments 100,000 2,462 Xilinx 50,400 1,494 43,472 Software 2.5% Adobe Systems 100,000 6,274 Electronic Arts * 30,000 1,850 Intuit * 167,200 7,359 Microsoft 949,800 25,369 NEC Soft (JPY) 16,600 525 Oracle * 727,000 9,975 SAP (EUR) 21,008 3,737 VERITAS Software * 115,000 3,283 58,372 Total Information Technology 187,854 MATERIALS 4.3% Chemicals 1.3% BASF (EUR) 49,713 3,567 Degussa (EUR) (ss.) 57,258 2,401 Dow Chemical 167,200 8,278 DuPont 56,315 2,762 FMC *(ss.) 42,000 2,029 Great Lakes Chemical (ss.) 25,000 712 Kaneka (JPY) 151,000 1,705 Potash Corp./Saskatchewan (ss.) 62,000 5,150 Rohm & Haas 53,417 2,363 Valspar (ss.) 36,200 1,810 Yara International (NOK) * 12,310 161 30,938 Construction Materials 0.4% Boral (AUD) 786,445 4,215 Cemex (MXN) 333,700 2,435 Lafarge (EUR) 9,052 870 RMC (GBP) 160,279 2,607 10,127 Metals & Mining 2.2% Alcoa 167,860 5,274 Anglo American (GBP) 45,122 1,065 Bluescope Steel (AUD) 599,976 3,861 Inco *(ss.) 200,000 7,356 Newmont Mining 60,000 2,665 Nippon Steel (JPY) 1,096,000 2,678 Nucor (ss.) 264,000 13,818 Phelps Dodge 119,300 11,801 SSAB Svenskt Stal, Series A (SEK) 106,604 2,557 51,075 Paper & Forest Products 0.4% Georgia-Pacific 61,135 2,291 International Paper 100,000 4,200 MeadWestvaco 30,000 1,017 Neenah Paper *(ss.) 2,284 74 Weyerhaeuser 12,700 854 8,436 Total Materials 100,576 TELECOMMUNICATION SERVICES 2.7% Diversified Telecommunication Services 1.8% Alltel 89,100 5,236 China Telecom (H shares) (HKD) 2,788,000 1,022 Compania de Telecomunicaciones de Chile (Class A) ADR (ss.) 69,700 784 Royal KPN (EUR) 240,429 2,275 SBC Communications 252,540 6,508 Sprint 101,800 2,530 Tele Norte Leste ADR (ss.) 92,300 1,557 Tele2, Series B (SEK) (ss.) 56,901 2,226 Telus (CAD) 60,800 1,830 Telus 89,200 2,578 Verizon Communications 356,730 14,451 40,997 Wireless Telecommunication Services 0.9% America Movil ADR, Series L (ss.) 48,300 2,528 Bouygues (EUR) (ss.) 61,174 2,816 China Unicom (HKD) 586,000 467 KDDI (JPY) 362 1,945 mmO2 (GBP) * 1,389,562 3,268 Nextel Communications, Class A * 100,000 3,000 Telecom Italia Mobile (EUR) (ss.) 421,308 3,137 Vodafone (GBP) 238,592 646 Vodafone ADR (ss.) 147,500 4,038 21,845 Total Telecommunication Services 62,842 UTILITIES 2.6% Electric Utilities 2.0% E.On (EUR) 48,822 4,432 Electric Power, 144A (JPY) *@ 6,400 179 Entergy 81,400 5,502 Exelon 252,050 11,108 FirstEnergy 139,054 5,494 Hong Kong Electric (HKD) 193,571 884 Iberdrola (EUR) (ss.) 113,076 2,862 Pinnacle West Capital 50,000 2,220 Tohoku Electric Power (JPY) 144,700 2,592 TXU 156,500 10,104 45,377 Gas Utilities 0.3% Australian Gas Light (AUD) 55,411 592 Centrica (GBP) 670,085 3,033 NiSource 150,000 3,417 7,042 Multi-Utilities & Unregulated Power 0.3% Duke Energy (ss.) 306,230 7,757 7,757 Total Utilities 60,176 Total Common Stocks (Cost $949,188) 1,532,574 PREFERRED STOCKS 0.1% Porsche (EUR) 2,740 1,741 Total Preferred Stocks (Cost $888) 1,741 ASSET-BACKED SECURITIES 0.2% American Express Credit Card Master Trust, Series 2000-1 Class A, 7.20%, 9/17/07 1,135,000 1,141 Citibank Credit Card Issuance Trust, Series 2000-1 Class A1, 6.90%, 10/15/07 2,800,000 2,883 Hyundai Auto Receivables Trust, Series 2003-A Class A4, 3.02%, 10/15/10 325,000 321 Peco Energy Transition Trust, Series 2001-A Class A1, 6.52%, 12/31/10 450,000 502 Total Asset-Backed Securities (Cost $4,906) 4,847 CORPORATE BONDS 9.7% AIG SunAmerica Global Financing, 144A, 7.60%, 6/15/05 !! 2,600,000 2,654 Alcan Aluminum, 4.875%, 9/15/12 700,000 709 America Movil, 5.50%, 3/1/14 545,000 536 American Axle & Manufacturing, 5.25%, 2/11/14 500,000 483 American Electric Power, 5.375%, 3/15/10 180,000 188 Amgen, 144A, 4.00%, 11/18/09 410,000 408 Anheuser-Busch, 5.75%, 4/1/10 5,000,000 5,387 AOL Time Warner, 7.625%, 4/15/31 1,625,000 1,958 AT&T Broadband, 8.375%, 3/15/13 1,800,000 2,221 AT&T Wireless Services, 7.875%, 3/1/11 1,000,000 1,177 Bank of America, 4.875%, 9/15/12 500,000 514 Bank One, 5.50%, 3/26/07 2,000,000 2,094 BankAmerica, 6.625%, 8/1/07 3,000,000 3,218 BankBoston Capital Trust, 8.25%, 12/15/26 1,000,000 1,159 BB&T 4.75%, 10/1/12 935,000 942 6.375%, 6/30/05 3,000,000 3,056 Bear Stearns, 4.00%, 1/31/08 750,000 758 BHP Finance 4.80%, 4/15/13 255,000 258 6.69%, 3/1/06 2,000,000 2,079 Boeing, 8.75%, 8/15/21 2,000,000 2,697 Bottling Group, 4.625%, 11/15/12 450,000 456 BP Capital Markets, 2.35%, 6/15/06 500,000 497 Bristol-Myers Squibb, 5.75%, 10/1/11 1,000,000 1,070 British Sky Broadcasting, 8.20%, 7/15/09 1,000,000 1,155 British Telecommunications, VR, 8.375%, 12/15/10 1,000,000 1,196 Burlington Northern Santa Fe, ETC, 7.33%, 6/23/10 445,527 448 Canadian Natural Resources, 6.45%, 6/30/33 500,000 542 Capital One Bank 4.25%, 12/1/08 400,000 402 4.875%, 5/15/08 1,000,000 1,029 Caterpillar Financial Services, 3.10%, 5/15/07 500,000 496 Celulosa Arauco Y Constitucion, 8.625%, 8/15/10 800,000 945 Centerpoint Energy Houston, 5.70%, 3/15/13 1,000,000 1,062 Chevron Phillips Chemical, 5.375%, 6/15/07 560,000 579 CIT Group Holdings, 7.75%, 4/2/12 1,960,000 2,319 Citigroup 5.00%, 9/15/14 1,534,000 1,540 6.625%, 6/15/32 2,000,000 2,250 Clear Channel Communications, 7.65%, 9/15/10 1,000,000 1,138 Clorox, 144A, 4.20%, 1/15/10 600,000 602 Coca-Cola Bottling, 7.20%, 7/1/09 5,000,000 5,532 Comcast Cable Communications, 6.75%, 1/30/11 1,750,000 1,962 Consolidated Natural Gas, 5.00%, 3/1/14 1,500,000 1,503 Consumers Energy, 6.25%, 9/15/06 1,800,000 1,880 Countrywide Funding, 6.875%, 9/15/05 860,000 882 Cox Communications, 7.125%, 10/1/12 300,000 336 Credit Suisse First Boston, 6.125%, 11/15/11 1,800,000 1,975 Credit Suisse First Boston (USA), 6.50%, 1/15/12 1,175,000 1,315 CVS, 4.00%, 9/15/09 500,000 498 Daimler Chrysler North Holdings, 7.20%, 9/1/09 1,000,000 1,112 Deutsche Telekom International Finance, STEP 8.50%, 6/15/10 1,150,000 1,369 Duke Capital, 7.50%, 10/1/09 1,000,000 1,133 DuPont, 6.875%, 10/15/09 660,000 741 Energy East, 6.75%, 9/15/33 1,000,000 1,128 Enron Oil & Gas, 6.50%, 12/1/07 4,000,000 4,275 EOP Operating, 6.80%, 1/15/09 1,250,000 1,369 Equitable Resources, 7.75%, 7/15/26 2,000,000 2,412 Erac USA Finance, 144A, 8.00%, 1/15/11 2,500,000 2,920 ERP Operating, 6.95%, 3/2/11 710,000 796 Exelon Generation, 6.95%, 6/15/11 375,000 423 Federal Express, 9.95%, 8/15/06 500,000 551 First Data, 4.70%, 8/1/13 800,000 799 First Tennessee Bank, 5.05%, 1/15/15 1,000,000 998 First Union, 7.55%, 8/18/05 3,000,000 3,084 FirstEnergy, 6.45%, 11/15/11 1,000,000 1,085 Florida Power & Light, 5.95%, 10/1/33 400,000 430 Food Lion, 8.05%, 4/15/27 1,900,000 2,237 Ford Capital, 9.50%, 6/1/10 4,000,000 4,571 Ford Motor Credit 6.75%, 8/15/08 1,000,000 1,060 7.00%, 10/1/13 1,000,000 1,057 7.375%, 10/28/09 600,000 647 France Telecom, STEP, 8.50%, 3/1/11 1,590,000 1,895 General Electric Capital 3.125%, 4/1/09 6,000,000 5,816 5.45%, 1/15/13 2,500,000 2,641 General Motors 7.125%, 7/15/13 325,000 332 8.25%, 7/15/23 2,750,000 2,857 General Motors Acceptance Corp. 6.125%, 8/28/07 1,000,000 1,030 6.75%, 12/1/14 675,000 675 Goldman Sachs Group 5.15%, 1/15/14 1,200,000 1,215 6.60%, 1/15/12 2,500,000 2,790 Halliburton, 5.50%, 10/15/10 1,000,000 1,054 Harrah's Operating, 5.50%, 7/1/10 500,000 517 Hewlett Packard, 5.50%, 7/1/07 1,000,000 1,045 Household Finance, 6.375%, 10/15/11 3,200,000 3,526 HSBC Bank USA, 5.875%, 11/1/34 1,950,000 1,971 HSBC Holdings, 5.25%, 12/12/12 600,000 621 IBM, 6.45%, 8/1/07 500,000 536 ING Capital Funding Trust III, 8.439%, 12/31/49 (Tender 12/31/10) 1,000,000 1,193 International Lease Finance, 3.75%, 8/1/07 400,000 400 Jefferson Pilot, 144A, 8.14%, 1/15/46 1,500,000 1,717 Johnson Controls, 4.875%, 9/15/13 1,000,000 1,013 Kimberly-Clark, 6.375%, 1/1/28 5,000,000 5,618 Kraft Foods, 5.625%, 11/1/11 1,000,000 1,058 Kroger, 8.05%, 2/1/10 2,500,000 2,915 Lehman Brothers 3.95%, 11/10/09 1,000,000 990 4.80%, 3/13/14 1,525,000 1,512 Lockheed Martin, 7.65%, 5/1/16 1,000,000 1,220 Manufacturers & Traders Trust, 8.00%, 10/1/10 1,625,000 1,914 MBNA America Bank, 6.50%, 6/20/06 1,500,000 1,566 Mellon Funding, 5.00%, 12/1/14 1,000,000 1,015 Merrill Lynch 4.125%, 1/15/09 500,000 502 5.00%, 1/15/15 1,500,000 1,488 6.50%, 7/15/18 1,000,000 1,115 Morgan Stanley, 6.875%, 3/1/07 4,000,000 4,283 Motorola, 8.00%, 11/1/11 1,000,000 1,192 New Jersey Bell Telephone, 6.80%, 12/15/24 2,500,000 2,662 News America Holdings, 9.25%, 2/1/13 3,090,000 3,967 Niagara Mohawk Power, 7.625%, 10/1/05 368,828 380 Noram Energy, 6.50%, 2/1/08 521,000 558 Norfolk Southern, 7.80%, 5/15/27 500,000 621 Northrop Grumman, 7.875%, 3/1/26 500,000 627 NYNEX, 9.55%, 5/1/10 514,912 583 Oncor Electric Delivery, 7.25%, 1/15/33 1,800,000 2,152 Pacific Gas & Electric 3.60%, 3/1/09 500,000 493 4.80%, 3/1/14 1,000,000 993 Panhandle Eastern Pipeline, 4.80%, 8/15/08 335,000 340 Pemex Project Funding Master Trust, 7.375%, 12/15/14 2,500,000 2,775 Petrobras International, 9.875%, 5/9/08 750,000 872 Phillips Petroleum, 7.00%, 3/30/29 4,000,000 4,674 PNC Funding, 5.25%, 11/15/15 1,000,000 1,012 PPL Energy Supply, 6.40%, 11/1/11 940,000 1,025 Procter & Gamble, 4.85%, 12/15/15 500,000 503 Progress Energy, 7.10%, 3/1/11 1,200,000 1,351 Public Service Company of Colorado, 7.875%, 10/1/12 940,000 1,137 Pulte Homes, 7.875%, 8/1/11 750,000 872 Reed Elsevier, 6.125%, 8/1/06 1,000,000 1,043 Royal Bank of Canada, 3.875%, 5/4/09 350,000 347 Royal Bank of Scotland Group, 5.00%, 10/1/14 1,000,000 1,010 SBC Communications, 6.25%, 3/15/11 1,100,000 1,205 Sempra Energy, 6.00%, 2/1/13 790,000 843 Southern California Edison 4.65%, 4/1/15 500,000 493 6.00%, 1/15/34 1,000,000 1,062 Sprint Capital, 6.875%, 11/15/28 1,600,000 1,749 St. Paul Companies, 5.75%, 3/15/07 1,525,000 1,591 State Street, 7.65%, 6/15/10 1,000,000 1,170 Suntrust, 2.50%, 5/4/06 1,000,000 993 Synovus Financial, 4.875%, 2/15/13 390,000 386 Telecom Italia Capital, 5.25%, 11/15/13 1,000,000 1,009 Telefonica Europe, 7.35%, 9/15/05 1,660,000 1,709 Telefonos De Mexico, 4.50%, 11/19/08 270,000 272 Telus 7.50%, 6/1/07 400,000 434 8.00%, 6/1/11 600,000 710 Tenneco Packaging, 7.20%, 12/15/05 1,000,000 1,035 Time Warner 6.875%, 6/15/18 1,000,000 1,121 7.48%, 1/15/08 1,400,000 1,534 Transocean, 7.50%, 4/15/31 900,000 1,101 Travelers Property Casualty, 6.75%, 11/15/06 1,500,000 1,584 TXU Energy, 7.00%, 3/15/13 250,000 279 Tyco International, 6.375%, 10/15/11 750,000 827 Unilever Capital, 7.125%, 11/1/10 430,000 493 Union Bank Switzerland, 7.25%, 7/15/06 1,000,000 1,058 Union Pacific, 6.50%, 4/15/12 2,000,000 2,227 UST, 6.625%, 7/15/12 1,200,000 1,332 Verizon Global Funding, 6.875%, 6/15/12 130,000 149 Viacom, 6.625%, 5/15/11 750,000 841 Vodafone, 5.375%, 1/30/15 600,000 623 Washington Mutual, 4.375%, 1/15/08 1,250,000 1,270 Wells Fargo, 4.20%, 1/15/10 1,000,000 1,005 Wells Fargo Financial, 5.50%, 8/1/12 2,000,000 2,120 Weyerhaeuser, 5.95%, 11/1/08 750,000 803 Willamette Industries, 7.85%, 7/1/26 1,000,000 1,218 XL Capital, 6.50%, 1/15/12 1,250,000 1,363 Yum! Brands, 7.70%, 7/1/12 500,000 592 Total Corporate Bonds (Cost $213,676) 225,732 FOREIGN GOVERNMENT OBLIGATIONS & MUNICIPALITIES 1.1% Asian Development Bank 4.875%, 2/5/07 200,000 207 6.64%, 5/27/14 1,000,000 1,160 Canada Mortgage & Housing, 2.95%, 6/2/08 500,000 490 European Investment Bank 2.70%, 4/20/07 500,000 492 3.375%, 6/12/13 1,000,000 965 STEP, 4.00%, 8/30/05 850,000 856 Export Import Bank of Korea, 144A, 5.25%, 2/10/14 500,000 506 Government of Malaysia, 7.50%, 7/15/11 420,000 490 Hydro-Quebec, 7.50%, 4/1/16 1,000,000 1,230 Inter-American Development Bank, 6.375%, 10/22/07 1,100,000 1,186 International Bank For Reconstruction & Development 5.00%, 3/28/06 1,350,000 1,383 7.625%, 1/19/23 1,800,000 2,351 Province of Manitoba, 7.50%, 2/22/10 5,600,000 6,528 Province of Ontario, 6.00%, 2/21/06 2,650,000 2,738 Province of Quebec, 7.00%, 1/30/07 1,000,000 1,072 Republic of Chile, 5.50%, 1/15/13 115,000 121 Republic of Italy 2.50%, 3/31/06 (ss.) 1,000,000 994 4.375%, 6/15/13 330,000 332 5.375%, 6/15/33 330,000 333 Republic of Korea, 8.875%, 4/15/08 424,000 491 Republic of South Africa, 6.50%, 6/2/14 250,000 272 United Mexican States, 7.50%, 1/14/12 2,000,000 2,273 Total Foreign Government Obligations & Municipalities (Cost $24,978) 26,470 NON-U.S. GOVERNMENT MORTGAGE-BACKED SECURITIES 0.8% Bank of America Mortgage Securities, Series 2004-1 Class 3A2, CMO, VR, 5.005%, 10/25/34 1,158,260 1,169 DLJ Commercial Mortgage, Series 1999-CG2, Class A1B CMO, 7.30%, 6/10/32 2,850,000 3,192 GMAC Commercial Mortgage Securities, Series 2001-C2 Class A2, CMO, 6.70%, 4/15/34 4,200,000 4,682 Greenwich Capital Commercial Funding, Series 2004-GG1A Class A2, CMO, 3.835%, 6/10/36 1,500,000 1,500 J.P. Morgan Chase Commercial Mortgage, Series 2001-CIBC Class A3, CMO, 6.26%, 3/15/33 2,325,000 2,550 LB-UBS Commercial Mortgage Trust, Series 2004-C2 Class A2, CMO, 3.246%, 3/15/29 2,625,000 2,546 Morgan Stanley Dean Witter Capital, Series 2002-TOP7 Class A2, CMO, 5.98%, 1/15/39 2,800,000 3,036 Total Non-U.S. Government Mortgage-Backed Securities (Cost $18,628) 18,675 U.S. GOVERNMENT & AGENCY MORTGAGE-BACKED SECURITIES 3.2% U.S. Government Agency Obligations (+/-) 1.7% Federal Home Loan Mortgage 6.00%, 10/1/32 - 12/1/33 920,363 952 6.50%, 8/1/32 469,363 493 7.00%, 6/1/32 947,640 1,004 Federal National Mortgage Assn. 4.50%, 5/1/18 - 1/1/19 7,616,665 7,616 5.00%, 9/1/33 - 3/1/34 2,600,957 2,588 5.50%, 5/1/17 1,614,930 1,675 6.00%, 5/1/33 - 11/1/34 6,893,157 7,135 6.50%, 3/1/16 - 12/1/32 1,476,091 1,559 7.00%, 10/1/29 - 4/1/32 630,965 669 TBA 4.50%, 1/1/35 9,000,000 8,702 5.50%, 1/1/18 1,944,000 2,009 CMO, 6.00%, 10/25/08 3,619,542 3,741 U.S. Department of Veteran Affairs, CMO, VR 9.603%, 3/15/25 172,028 185 38,328 U.S. Government Obligations 1.5% Government National Mortgage Assn. 5.00%, 9/20/33 2,610,571 2,611 5.50%, 2/20/34 14,499,185 14,801 6.00%, 2/15/14 - 8/20/34 7,077,192 7,332 6.50%, 9/15/25 - 4/15/29 1,393,694 1,472 7.00%, 12/15/23 - 3/15/31 1,240,409 1,323 7.50%, 9/15/22 - 5/15/26 717,987 774 8.00%, 6/15/17 - 11/15/25 611,598 668 8.50%, 6/15/08 - 6/20/26 464,292 509 9.00%, 2/15 - 6/20/20 88,103 98 9.50%, 8/15/09 - 8/20/22 74,799 83 10.00%, 11/15/09 - 1/20/22 7,484 8 10.50%, 5/15/15 4,054 5 11.00%, 3/15/10 - 1/15/20 145,828 165 11.50%, 3/15/10 - 3/15/16 170,908 196 ARM, 4.75%, 8/20/23 14,967 15 CMO, 5.50%, 5/20/31 5,000,000 5,143 35,203 Total U.S. Government & Agency Mortgage-Backed Securities (Cost $72,690) 73,531 U.S. GOVERNMENT AGENCY OBLIGATIONS (EXCLUDING MORTGAGE-BACKED) 12.2% U.S. Government Agency Obligations (+/-) 2.9% Federal Home Loan Bank 5.75%, 5/15/12 6,375,000 6,918 6.34%, 10/19/05 4,875,000 5,008 Federal Home Loan Mortgage 2.375%, 4/15/06 (ss.) 10,000,000 9,914 2.75%, 3/15/08 (ss.) 150,000 146 2.875%, 5/15/07 (ss.) 5,000,000 4,948 4.50%, 1/15/14 (ss.) 310,000 311 5.125%, 7/15/12 582,000 610 6.625%, 9/15/09 7,500,000 8,375 Federal National Mortgage Assn. 2.25%, 5/15/06 (ss.) 10,000,000 9,886 5.25%, 4/15/07 - 8/1/12 (ss.) 8,310,000 8,639 6.47%, 9/25/12 3,000,000 3,406 6.625%, 9/15/09 (ss.) 7,500,000 8,376 66,537 U.S. Treasury Obligations 9.3% U.S. Treasury Bonds 5.375%, 2/15/31 (ss.) 18,995,000 20,529 6.25%, 8/15/23 - 5/15/30 (ss.) 6,675,000 7,833 6.50%, 11/15/26 (ss.) 16,000,000 19,437 7.125%, 2/15/23 (ss.) 300,000 383 7.25%, 5/15/16 (ss.) 8,500,000 10,638 8.125%, 8/15/19 (ss.) 300,000 410 8.75%, 5/15/20 (ss.) 1,000,000 1,443 9.25%, 2/15/16 (ss.) 3,000,000 4,283 13.875%, 5/15/11 (ss.) 190,000 218 U.S. Treasury Notes 1.625%, 4/30/05 - 2/28/06 (ss.) 32,750,000 32,354 2.00%, 5/15/06 (ss.) 10,000,000 9,881 2.25%, 2/15/07 (ss.) 3,355,000 3,298 2.375%, 8/31/06 (ss.) 2,480,000 2,455 2.875%, 11/30/06 (ss.) 5,000,000 4,985 3.00%, 11/15/07 (ss.) 14,700,000 14,611 3.125%, 5/15/07 (ss.) 14,000,000 13,993 3.25%, 8/15/07 (ss.) 6,500,000 6,508 3.875%, 2/15/13 (ss.) 8,000,000 7,896 4.25%, 11/15/13 - 11/15/14 (ss.) 31,000,000 31,100 4.375%, 5/15/07 - 8/15/12 (ss.) 10,945,000 11,239 4.75%, 11/15/08 (ss.) 13,019,000 13,640 217,134 Total U.S. Government Agency Obligations (excluding Mortgage-Backed) (Cost $279,725) 283,671 DOMESTIC BOND MUTUAL FUNDS 6.9% T. Rowe Price Institutional High Yield Fund, 6.77%p! 14,763,350 161,216 Total Domestic Bond Mutual Funds (Cost $155,485) 161,216 SHORT-TERM INVESTMENTS 0.7% Money Market Fund 0.7% T. Rowe Price Reserve Investment Fund, 2.28% #! 15,787,965 15,788 Total Short-Term Investments (Cost $15,788) 15,788 SECURITIES LENDING COLLATERAL 18.6% Money Market Pooled Account 2.1% Investment in money market pooled account managed by JP Morgan Chase Bank, London, 2.322% # 48,471,983 48,472 48,472 Money Market Trust 16.5% State Street Bank and Trust Company of New Hampshire N.A. Securities Lending Quality Trust units, 2.276% # 383,270,114 383,270 383,270 Total Securities Lending Collateral (Cost $431,742) 431,742 Total Investments in Securities 119.4% of Net Assets (Cost $2,167,694) $2,775,987 ---------- (1) Denominated in U.S. dollars unless otherwise noted # Seven-day yield * Non-income producing (ss.) All or a portion of this security is on loan at December 31, 2004 - See Note 2 (+/-) The issuer is a publicly-traded company that operates under a congressional charter; its securities are neither issued nor guaranteed by the U.S. government ! Affiliated company - See Note 4 @ Valued by the T. Rowe Price Valuation Committee, established by the fund's Board of Directors. p SEC yield 144A Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and may be resold in transactions exempt from registration only to qualified institutional buyers - total value of such securities at period-end amounts to $9,282 and represents 0.4% of net assets ADR American Depository Receipts ADS American Depository Shares ARM Adjustable Rate Mortgage AUD Australian dollar CAD Canadian dollar CHF Swiss franc CMO Collateralized Mortgage Obligation ETC Equipment Trust Certificate EUR Euro GBP British pound GDS Global Depository Shares HKD Hong Kong dollar JPY Japanese yen MXN Mexican peso MYR Malaysian ringgit NOK Norwegian krone NZD New Zealand dollar REIT Real Estate Investment Trust SEK Swedish krona SGD Singapore dollar STEP Stepped coupon bond for which the coupon rate of interest will adjust on specified future date(s) TBA To Be Announced security was purchased on a forward commitment basis VR Variable Rate !!Restricted Securities Amounts in (000s) The fund may invest in securities that cannot be offered for public resale without first being registered under the Securities Act of 1933 and related rules. The total restricted securities (excluding 144A issues) at period-end amounts to $2,654 and represents 0.1% of net assets. Acquisition Acquisition Description Date Cost - ------------------------------------------------ ----------- ----------- AIG SunAmerica Global Financing, 144A, 7.60%, 6/15/05 6/8/00 $ 2,600 Totals $ 2,600 --------- The fund has registration rights for certain restricted securities held as of December 31, 2004. Any costs related to such registration are borne by the issuer. The accompanying notes are an integral part of these financial statements. T. ROWE PRICE BALANCED FUND - -------------------------------------------------------------------------------- December 31, 2004 STATEMENT OF ASSETS AND LIABILITIES - -------------------------------------------------------------------------------- (In thousands except shares and per share amounts) Assets Investments in securities, at value Affiliated companies (cost $171,273) $ 177,004 Non-affiliated companies (cost $1,996,421) 2,598,983 Total investments in securities 2,775,987 Other assets 14,376 Total assets 2,790,363 Liabilities Obligation to return securities lending collateral 431,742 Other liabilities 33,898 Total liabilities 465,640 NET ASSETS $ 2,324,723 --------------- Net Assets Consist of: Undistributed net investment income (loss) $ 673 Undistributed net realized gain (loss) 18,529 Net unrealized gain (loss) 608,295 Paid-in-capital applicable to 117,978,832 shares of $0.01 par value capital stock outstanding; 1,000,000,000 shares authorized 1,697,226 NET ASSETS $ 2,324,723 --------------- NET ASSET VALUE PER SHARE $ 19.70 --------------- The accompanying notes are an integral part of these financial statements. T. Rowe Price Balanced Fund - -------------------------------------------------------------------------------- STATEMENT OF OPERATIONS - -------------------------------------------------------------------------------- ($ 000s) Year Ended 12/31/04 Investment Income (Loss) Income Dividend $ 43,081 Interest 25,427 Securities lending 630 Total income 69,138 Expenses Investment management 10,021 Shareholder servicing 5,566 Custody and accounting 314 Registration 75 Prospectus and shareholder reports 72 Legal and audit 18 Directors 8 Miscellaneous 23 Reductions/repayments of fees and expenses Investment management fees (waived) repaid (771) Total expenses 15,326 Net investment income (loss) 53,812 Realized and Unrealized Gain (Loss) Net realized gain (loss) Securities 40,640 Capital gain distributions from mutual funds 3,467 Foreign currency transactions (135) Net realized gain (loss) 43,972 Change in net unrealized gain (loss) Securities 119,027 Other assets and liabilities denominated in foreign currencies (7) Change in net unrealized gain (loss) 119,020 Net realized and unrealized gain (loss) 162,992 INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS $ 216,804 -------------- The accompanying notes are an integral part of these financial statements. T. ROWE PRICE BALANCED FUND - -------------------------------------------------------------------------------- STATEMENT OF CHANGES IN NET ASSETS - -------------------------------------------------------------------------------- ($ 000s) Year Ended 12/31/04 12/31/03 Increase (Decrease) in Net Assets Operations Net investment income (loss) $ 53,812 $ 44,732 Net realized gain (loss) 43,972 15,370 Change in net unrealized gain (loss) 119,020 302,161 Increase (decrease) in net assets from operations 216,804 362,263 Distributions to shareholders Net investment income (53,274) (45,522) Net realized gain (14,042) - Decrease in net assets from distributions (67,316) (45,522) Capital share transactions * Shares sold 464,024 402,481 Distributions reinvested 65,050 43,840 Shares redeemed (401,485) (297,199) Increase (decrease) in net assets from capital share transactions 127,589 149,122 Net Assets Increase (decrease) during period 277,077 465,863 Beginning of period 2,047,646 1,581,783 End of period $ 2,324,723 $ 2,047,646 ----------- ----------- (Including undistributed net investment income of $673 at 12/31/04 and $0 at 12/31/03) *Share information Shares sold 24,795 24,597 Distributions reinvested 3,433 2,618 Shares redeemed (21,473) (18,004) Increase (decrease) in shares outstanding 6,755 9,211 The accompanying notes are an integral part of these financial statements. T. ROWE PRICE BALANCED FUND - -------------------------------------------------------------------------------- December 31, 2004 NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES T. Rowe Price Balanced Fund, Inc. (the fund) is registered under the Investment Company Act of 1940 (the 1940 Act) as a diversified, open-end management investment company. The fund commenced operations on December 31, 1939. The fund seeks to provide capital growth, current income, and preservation of capital through a portfolio of stocks and fixed-income securities. The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, which require the use of estimates made by fund management. Valuation The fund values its investments and computes its net asset value per share at the close of the New York Stock Exchange (NYSE), normally 4 p.m. ET, each day that the NYSE is open for business. Equity securities listed or regularly traded on a securities exchange or in the over-the-counter market are valued at the last quoted sale price or, for certain markets, the official closing price at the time the valuations are made, except for OTC Bulletin Board securities, which are valued at the mean of the latest bid and asked prices. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for such security. Listed securities not traded on a particular day are valued at the mean of the latest bid and asked prices for domestic securities and the last quoted sale price for international securities. Debt securities are generally traded in the over-the-counter market. Securities with original maturities of one year or more are valued at prices furnished by dealers who make markets in such securities or by an independent pricing service, which considers yield or price of bonds of comparable quality, coupon, maturity, and type, as well as prices quoted by dealers who make markets in such securities. Securities with original maturities of less than one year are valued at amortized cost in local currency, which approximates fair value when combined with accrued interest. Investments in mutual funds are valued at the mutual fund's closing net asset value per share on the day of valuation. Other investments, including restricted securities, and those for which the above valuation procedures are inappropriate or are deemed not to reflect fair value are stated at fair value as determined in good faith by the T. Rowe Price Valuation Committee, established by the fund's Board of Directors. Most foreign markets close before the close of trading on the NYSE. If the fund determines that developments between the close of a foreign market and the close of the NYSE will, in its judgment, materially affect the value of some or all of its portfolio securities, which in turn will affect the fund's share price, the fund will adjust the previous closing prices to reflect the fair value of the securities as of the close of the NYSE, as determined in good faith by the T. Rowe Price Valuation Committee, established by the fund's Board of Directors. A fund may also fair value securities in other situations, such as when a particular foreign market is closed but the fund is open. In deciding whether to make fair value adjustments, the fund reviews a variety of factors, including developments in foreign markets, the performance of U.S. securities markets, and the performance of instruments trading in U. S. markets that represent foreign securities and baskets of foreign securities. The fund uses outside pricing services to provide it with closing market prices and information used for adjusting those prices. The fund cannot predict how often it will use closing prices and how often it will adjust those prices. As a means of evaluating its fair value process, the fund routinely compares closing market prices, the next day's opening prices in the same markets, and adjusted prices. Currency Translation Assets, including investments, and liabilities denominated in foreign currencies are translated into U.S. dollar values each day at the prevailing exchange rate, using the mean of the bid and asked prices of such currencies against U.S. dollars as quoted by a major bank. Purchases and sales of securities, income, and expenses are translated into U.S. dollars at the prevailing exchange rate on the date of the transaction. The effect of changes in foreign currency exchange rates on realized and unrealized security gains and losses is reflected as a component of security gains and losses. Rebates Subject to best execution, the fund may direct certain security trades to brokers who have agreed to rebate a portion of the related brokerage commission to the fund in cash. Commission rebates are included in realized gain on securities in the accompanying financial statements and totaled $10,000 for the year ended December 31, 2004. Investment Transactions, Investment Income, and Distributions Income and expenses are recorded on the accrual basis. Premiums and discounts on debt securities are amortized for financial reporting purposes. Dividends received from mutual fund investments are reflected as dividend income; capital gain distributions are reflected as realized gain/loss. Dividend income and capital gain distributions are recorded on the ex-dividend date. Investment transactions are accounted for on the trade date. Realized gains and losses are reported on the identified cost basis. Paydown gains and losses are recorded as an adjustment to interest income. Distributions to shareholders are recorded on the ex-dividend date. Income distributions are declared and paid on a quarterly basis. Capital gain distributions, if any, are declared and paid by the fund, typically on an annual basis. During the year ended December 31, 2004, the fund received a one-time special dividend on a security held in its portfolio (Microsoft Corp.). The dividend, which totaled $2,295,000, represents 5.3% of dividend income reflected in the accompanying financial statements and is not expected to recur. Other In the normal course of business, the fund enters into contracts that provide general indemnifications. The fund's maximum exposure under these arrangements is dependent on claims that may be made against the fund in the future and, therefore, cannot be estimated; however, based on experience, the risk of material loss from such claims is considered remote. NOTE 2 - INVESTMENT TRANSACTIONS Consistent with its investment objective, the fund engages in the following practices to manage exposure to certain risks or enhance performance. The investment objective, policies, program, and risk factors of the fund are described more fully in the fund's prospectus and Statement of Additional Information. Restricted Securities The fund may invest in securities that are subject to legal or contractual restrictions on resale. Although certain of these securities may be readily sold, for example, under Rule 144A, others may be illiquid, and their sale may involve substantial delays and additional costs, and prompt sale at an acceptable price may be difficult. Securities Lending The fund lends its securities to approved brokers to earn additional income. It receives as collateral cash and U.S. government securities valued at 102% to 105% of the value of the securities on loan. Cash collateral is invested in money market pooled accounts managed by the fund's lending agents in accordance with investment guidelines approved by fund management. Collateral is maintained over the life of the loan in an amount not less than the value of loaned securities, as determined at the close of fund business each day; any additional collateral required due to changes in security values is delivered to the fund the next business day. Although risk is mitigated by the collateral, the fund could experience a delay in recovering its securities and a possible loss of income or value if the borrower fails to return the securities. Securities lending revenue recognized by the fund consists of earnings on invested collateral and borrowing fees, net of any rebates to the borrower and compensation to the lending agent. At December 31, 2004, the value of loaned securities was $419,915,000; aggregate collateral consisted of $431,742,000 in money market pooled accounts and U.S. government securities valued at $396,000. Other Purchases and sales of portfolio securities, other than short-term and U.S. government securities, aggregated $269,652,000 and $197,256,000, respectively, for the year ended December 31, 2004. Purchases and sales of U.S. government securities aggregated $366,141,000 and $283,388,000, respectively, for the year ended December 31, 2004. NOTE 3 - FEDERAL INCOME TAXES No provision for federal income taxes is required since the fund intends to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and distribute to shareholders all of its taxable income and gains. Federal income tax regulations differ from generally accepted accounting principles; therefore, distributions determined in accordance with tax regulations may differ significantly in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. Distributions during the year ended December 31, 2004 were characterized as follows for tax purposes: - -------------------------------------------------------------------------------- Ordinary income $ 55,614,000 Long-term capital gain 11,702,000 Total distributions $ 67,316,000 --------------- At December 31, 2004, the tax-basis components of net assets were as follows: - -------------------------------------------------------------------------------- Unrealized appreciation $ 642,436,000 Unrealized depreciation (35,210,000) Net unrealized appreciation (depreciation) 607,226,000 Undistributed ordinary income 1,403,000 Undistributed long-term capital gain 18,868,000 Paid-in capital 1,697,226,000 Net assets $ 2,324,723,000 --------------- Federal income tax regulations require the fund to treat the gain/loss on passive foreign investment companies as realized on the last day of the tax year; accordingly, $1,070,000 of unrealized gains reflected in the accompanying financial statements were realized for tax purposes as of December 31, 2004. The fund intends to retain realized gains to the extent of available capital loss carryforwards for federal income tax purposes. During the year ended December 31, 2004, the fund utilized $9,793,000 of capital loss carryforwards. For the year ended December 31, 2004, the fund recorded the following permanent reclassifications to reflect tax character. Reclassifications to paid-in capital relate primarily to a tax practice that treats a portion of the proceeds from each redemption of capital shares as a distribution of taxable net investment income and/or realized capital gain. Results of operations and net assets were not affected by these reclassifications. - -------------------------------------------------------------------------------- Undistributed net investment income $ 135,000 Undistributed net realized gain (1,278,000) Paid-in capital 1,143,000 At December 31, 2004, the cost of investments for federal income tax purposes was $2,168,763,000. NOTE 4 - RELATED PARTY TRANSACTIONS The fund is managed by T. Rowe Price Associates, Inc. (the manager or Price Associates), a wholly owned subsidiary of T. Rowe Price Group, Inc. The investment management agreement between the fund and the manager provides for an annual investment management fee, which is computed daily and paid monthly. The fee consists of an individual fund fee, equal to 0.15% of the fund's average daily net assets, and the fund's pro-rata share of a group fee. The group fee is calculated based on the combined net assets of certain mutual funds sponsored by Price Associates (the group) applied to a graduated fee schedule, with rates ranging from 0.48% for the first $1 billion of assets to 0.295% for assets in excess of $120 billion. The fund's portion of the group fee is determined by the ratio of its average daily net assets to those of the group. At December 31, 2004, the effective annual group fee rate was 0.31%, and investment management fee payable totaled $835,000. In addition, the fund has entered into service agreements with Price Associates and two wholly owned subsidiaries of Price Associates (collectively, Price). Price Associates computes the daily share price and maintains the financial records of the fund. T. Rowe Price Services, Inc., provides shareholder and administrative services in its capacity as the fund's transfer and dividend disbursing agent. T. Rowe Price Retirement Plan Services, Inc., provides subaccounting and recordkeeping services for certain retirement accounts invested in the fund. For the year ended December 31, 2004, expenses incurred pursuant to these service agreements were $107,000 for Price Associates, $658,000 for T. Rowe Price Services, Inc., and $3,759,000 for T. Rowe Price Retirement Plan Services, Inc. At period-end, a total of $386,000 of these expenses was payable. The fund may invest in the T. Rowe Price Reserve Investment Fund and the T. Rowe Price Government Reserve Investment Fund (collectively, the Reserve Funds), open-end management investment companies managed by Price Associates and affiliates of the fund. The Reserve Funds are offered as cash management options to mutual funds, trusts, and other accounts managed by Price Associates and/or its affiliates, and are not available for direct purchase by members of the public. The Reserve Funds pay no investment management fees. During the year ended December 31, 2004, dividend income from the Reserve Funds totaled $970,000, and the value of shares of the Reserve Funds held at December 31, 2004 and December 31, 2003 was $15,788,000 and $56,297,000, respectively The fund may invest in the T. Rowe Price Institutional High Yield Fund, Inc. (High Yield Fund) as a means of gaining efficient and cost-effective exposure to the high-yield bond markets. The High Yield Fund is an open-end management investment company managed by Price Associates, and an affiliate of the fund. The High Yield Fund pays an annual all-inclusive management and administrative fee to Price Associates equal to 0.50% of average daily net assets. To ensure that Balanced Fund does not incur duplicate fees for its assets invested in High Yield Fund, Price Associates has agreed to reduce its management fee to the fund. Accordingly, the management fee waiver reflected on the accompanying Statement of Operations includes $771,000 of management fees permanently waived pursuant to this agreement. During the year ended December 31, 2004, purchases and sales of High Yield Fund were $15,724,000 and $0, respectively. Realized gains or losses during the period were $3,467,000, and investment income during the period was $12,280,000. At December 31, 2004 and December 31, 2003, the value of shares of High Yield Fund held were $161,216,000 and $145,848,000, respectively. T. ROWE PRICE BALANCED FUND - -------------------------------------------------------------------------------- REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - -------------------------------------------------------------------------------- To the Board of Directors and Shareholders of T. Rowe Price Balanced Fund, Inc. In our opinion, the accompanying statement of assets and liabilities, including the portfolio of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of T. Rowe Price Balanced Fund, Inc. (the "Fund") at December 31, 2004, and the results of its operations, the changes in its net assets and the financial highlights for each of the fiscal periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the auditing 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 are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2004 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP Baltimore, Maryland February 11, 2005 T. ROWE PRICE BALANCED FUND - -------------------------------------------------------------------------------- TAX INFORMATION (UNAUDITED) FOR THE TAX YEAR ENDED 12/31/04 - -------------------------------------------------------------------------------- We are providing this information as required by the Internal Revenue Code. The amounts shown may differ from those elsewhere in this report because of differences between tax and financial reporting requirements. The fund's distributions to shareholders included: o $3,082,000 from short-term capital gains, o $12,104,000 from long-term capital gains, subject to the 15% rate gains category. For taxable non-corporate shareholders, $24,875,000 of the fund's income represents qualified dividend income subject to the 15% rate category. For corporate shareholders, $19,515,000 of the fund's income qualifies for the dividends-received deduction. INFORMATION ON PROXY VOTING POLICIES, PROCEDURES, AND RECORDS - -------------------------------------------------------------------------------- A description of the policies and procedures used by T. Rowe Price funds and portfolios to determine how to vote proxies relating to portfolio securities is available in each fund's Statement of Additional Information, which you may request by calling 1-800-225-5132 or by accessing the SEC's Web site, www.sec.gov. The description of our proxy voting policies and procedures is also available on our Web site, www.troweprice.com. To access it, click on the words "Company Info" at the top of our homepage for individual investors. Then, in the window that appears, click on the "Proxy Voting Policy" navigation button in the top left corner. Each fund's most recent annual proxy voting record is available on our Web site and through the SEC's Web site. To access it through our Web site, follow the directions above, then click on the words "Proxy Voting Record" at the bottom of the Proxy Voting Policy page. HOW TO OBTAIN QUARTERLY PORTFOLIO HOLDINGS - -------------------------------------------------------------------------------- The fund files a complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The fund's Form N-Q is available electronically on the SEC's Web site (www.sec.gov); hard copies may be reviewed and copied at the SEC's Public Reference Room, 450 Fifth St. N.W., Washington, DC 20549. For more information on the Public Reference Room, call 1-800-SEC-0330. T. ROWE PRICE BALANCED FUND - -------------------------------------------------------------------------------- ABOUT THE FUND'S DIRECTORS AND OFFICERS - -------------------------------------------------------------------------------- Your fund is governed by a Board of Directors that meets regularly to review investments, performance, compliance matters, advisory fees, expenses, and other business affairs, and is responsible for protecting the interests of shareholders. The majority of the fund's directors are independent of T. Rowe Price Associates, Inc. (T. Rowe Price); "inside" directors are officers of T. Rowe Price. The Board of Directors elects the fund's officers, who are listed in the final table. The business address of each director and officer is 100 East Pratt Street, Baltimore, MD 21202. The Statement of Additional Information includes additional information about the fund directors and is available without charge by calling a T. Rowe Price representative at 1-800-225-5132. Independent Directors Name (Year of Birth) Principal Occupation(s) During Past 5 Years Year Elected * and Directorships of Other Public Companies Anthony W. Deering Director, Chairman of the Board, President, and (1945) Chief Executive Officer, The Rouse Company, real 2001 estate developers; Director, Mercantile Bank (4/03 to present) Donald W. Dick, Jr. Principal, EuroCapital Advisors, LLC, an (1943) acquisition and management advisory firm 1991 David K. Fagin Director, Golden Star Resources Ltd., Canyon (1938) Resources Corp. (5/00 to present), and Pacific 1991 Rim Mining Corp. (2/02 to present); Chairman and President, Nye Corp. Karen N. Horn Managing Director and President, Global Private (1943) Client Services, Marsh Inc. (1999-2003); Managing 2003 Director and Head of International Private Banking, Bankers Trust (1996-1999); Director, Eli Lilly and Company and Georgia Pacific (5/04 to present) F. Pierce Linaweaver President, F. Pierce Linaweaver & Associates, (1934) Inc., consulting environmental and civil engineers 2001 John G. Schreiber Owner/President, Centaur Capital Partners, Inc., a (1946) real estate investment company; Partner, 2001 Blackstone Real Estate Advisors, L.P.; Director, AMLI Residential Properties Trust and The Rouse Company, real estate developers *Each independent director oversees 112 T. Rowe Price portfolios and serves until retirement, resignation, or election of a successor. Inside Directors Name (Year of Birth) Year Elected * [Number of T. Rowe Price Principal Occupation(s) During Past 5 Years Portfolios Overseen] and Directorships of Other Public Companies James A.C. Kennedy, CFA Director and Vice President, T. Rowe Price and (1953) T. Rowe Price Group, Inc.; Director, T. Rowe 1997 Price Global Investment Services Limited and [43] T. Rowe Price International, Inc. James S. Riepe Director and Vice President, T. Rowe Price; Vice (1943) Chairman of the Board, Director, and Vice 1991 President, T. Rowe Price Group, Inc.; Chairman of [112] the Board and Director, T. Rowe Price Global Asset Management Limited, T. Rowe Price Global Investment Services Limited, T. Rowe Price Investment Services, Inc., T. Rowe Price Retirement Plan Services, Inc., and T. Rowe Price Services, Inc.; Chairman of the Board, Director, President, and Trust Officer, T. Rowe Price Trust Company; Director, T. Rowe Price International, Inc.; Chairman of the Board, Balanced Fund *Each inside director serves until retirement, resignation, or election of a successor. Officers Name (Year of Birth) Title and Fund(s) Served Principal Occupation(s) Stephen W. Boesel (1944) Vice President, T. Rowe Price, T. Rowe Price Vice President, Balanced Fund Group, Inc., and T. Rowe Price Trust Company Stephen V. Booth, CPA (1961) Vice President, T. Rowe Price, T. Rowe Price Vice President, Balanced Fund Group, Inc., and T. Rowe Price Trust Company Joseph A. Carrier (1960) Vice President, T. Rowe Price, T. Rowe Price Treasurer, Balanced Fund Group, Inc., T. Rowe Price Investment Services, Inc., and T. Rowe Price Trust Company Wendy R. Diffenbaugh (1953) Vice President, T. Rowe Price Vice President, Balanced Fund Roger Fiery III, CPA (1959) Vice President, T. Rowe Price, T. Rowe Price Vice President, Balanced Fund Group, Inc., T. Rowe Price International, Inc., and T. Rowe Price Trust Company Unless otherwise noted, officers have been employees of T. Rowe Price or T. Rowe Price International for at least five years. Name (Year of Birth) Title and Fund(s) Served Principal Occupation(s) John R. Gilner (1961) Chief Compliance Officer and Vice President, Chief Compliance Officer, T. Rowe Price; Vice President, T. Rowe Price Balanced Fund Investment Services, Inc., and T. Rowe Price Group, Inc. Gregory S. Golczewski (1966) Vice President, T. Rowe Price and T. Rowe Vice President, Balanced Fund Price Trust Company Henry H. Hopkins (1942) Director and Vice President, T. Rowe Price Vice President, Balanced Fund Investment Services, Inc., T. Rowe Price Services, Inc., and T. Rowe Price Trust Company; Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price International, Inc., and T. Rowe Price Retirement Plan Services, Inc. Patricia B. Lippert (1953) Assistant Vice President, T. Rowe Price and Secretary, Balanced Fund T. Rowe Price Investment Services, Inc. Raymond A. Mills, Ph.D., CFA Vice President, T. Rowe Price, T. Rowe Price (1960) Group, Inc., and T. Rowe Price International, Vice President, Balanced Fund Inc. Edmund M. Notzon III, Ph.D., Vice President, T. Rowe Price, T. Rowe Price CFA (1945) Group, Inc., T. Rowe Price Investment Vice President, Balanced Fund Services, Inc., and T. Rowe Price Trust Company Mark J. Vaselkiv (1958) Vice President, T. Rowe Price and T. Rowe Vice President, Balanced Fund Price Group, Inc. Julie L. Waples (1970) Vice President, T. Rowe Price Vice President, Balanced Fund Richard T. Whitney, CFA (1958) Vice President, T. Rowe Price, T. Rowe Price President, Balanced Fund Group, Inc., T. Rowe Price International, Inc., and T. Rowe Price Trust Company Unless otherwise noted, officers have been employees of T. Rowe Price or T. Rowe Price International for at least five years. Item 2. Code of Ethics. The registrant has adopted a code of ethics, as defined in Item 2 of Form N-CSR, applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of this code of ethics is filed as an exhibit to this Form N-CSR. No substantive amendments were approved or waivers were granted to this code of ethics during the period covered by this report. Item 3. Audit Committee Financial Expert. The registrant's Board of Directors/Trustees has determined that Mr. David K. Fagin qualifies as an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mr. Fagin is considered independent for purposes of Item 3 of Form N-CSR. Item 4. Principal Accountant Fees and Services. (a) - (d) Aggregate fees billed to the registrant for the last two fiscal years for professional services rendered by the registrant's principal accountant were as follows: 2004 2003 Audit Fees $9,523 $11,236 Audit-Related Fees 1,316 668 Tax Fees 2,583 2,918 All Other Fees - 124 Audit fees include amounts related to the audit of the registrant's annual financial statements and services normally provided by the accountant in connection with statutory and regulatory filings. Audit-related fees include amounts reasonably related to the performance of the audit of the registrant's financial statements, specifically the issuance of a report on internal controls. Tax fees include amounts related to tax compliance, tax planning, and tax advice. Other fees include the registrant's pro-rata share of amounts for agreed-upon procedures in conjunction with service contract approvals by the registrant's Board of Directors/Trustees. (e)(1) The registrant's audit committee has adopted a policy whereby audit and non-audit services performed by the registrant's principal accountant for the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant require pre-approval in advance at regularly scheduled audit committee meetings. If such a service is required between regularly scheduled audit committee meetings, pre-approval may be authorized by one audit committee member with ratification at the next scheduled audit committee meeting. Waiver of pre-approval for audit or non-audit services requiring fees of a de minimis amount is not permitted. (2) No services included in (b) - (d) above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. (f) Less than 50 percent of the hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant's full-time, permanent employees. (g) The aggregate fees billed for the most recent fiscal year and the preceding fiscal year by the registrant's principal accountant for non-audit services rendered to the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant were $903,000 and $821,000, respectively, and were less than the aggregate fees billed for those same periods by the registrant's principal accountant for audit services rendered to the T. Rowe Price Funds. (h) All non-audit services rendered in (g) above were pre-approved by the registrant's audit committee. Accordingly, these services were considered by the registrant's audit committee in maintaining the principal accountant's independence. Item 5. Audit Committee of Listed Registrants. Not applicable. Item 6. Schedule of Investments. Not applicable. The complete schedule of investments is included in Item 1 of this Form N-CSR. Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. Not applicable. Item 8. Portfolio Managers of Closed-End Management Investment Companies. Not applicable. Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. Not applicable. Item 10. Submission of Matters to a Vote of Security Holders. Not applicable. Item 11. Controls and Procedures. (a) The registrant's principal executive officer and principal financial officer have evaluated the registrant's disclosure controls and procedures within 90 days of this filing and have concluded that the registrant's disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized, and reported timely. (b) The registrant's principal executive officer and principal financial officer are aware of no change in the registrant's internal control over financial reporting that occurred during the registrant's second fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. Item 12. Exhibits. (a)(1) The registrant's code of ethics pursuant to Item 2 of Form N-CSR is attached. (2) Separate certifications by the registrant's principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(a) under the Investment Company Act of 1940, are attached. (3) Written solicitation to repurchase securities issued by closed-end companies: not applicable. (b) A certification by the registrant's principal executive officer and principal financial officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(b) under the Investment Company Act of 1940, is attached. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. T. Rowe Price Balanced Fund, Inc. By /s/ James S. Riepe ----------------------------------- James S. Riepe Principal Executive Officer Date February 18, 2005 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By /s/ James S. Riepe ----------------------------------- James S. Riepe Principal Executive Officer Date February 18, 2005 By /s/ Joseph A. Carrier ----------------------------------- Joseph A. Carrier Principal Financial Officer Date February 18, 2005