UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR Certified Shareholder Report of Registered Management Investment Companies Investment Company Act File Number: 811-7338 Capital World Growth and Income Fund, Inc. (Exact Name of Registrant as specified in charter) 333 South Hope Street Los Angeles, California 90071 (Address of principal executive offices) Registrant's telephone number, including area code: (213) 486-9200 Date of fiscal year end: November 30, 2004 Date of reporting period: November 30, 2004 Vincent P. Corti Capital Research and Management Company 333 South Hope Street Los Angeles, California 90071 (name and address of agent for service) Copies to: Eric A.S. Richards, Esq. O'Melveny & Myers LLP 400 South Hope Street Los Angeles, California 90071 (Counsel for the Registrant) ITEM 1 - Reports to Stockholders [logo - American Funds(R)] The right choice for the long term(R) CAPITAL WORLD GROWTH AND INCOME FUND The ingredients for total returns [photo of small bowls filled with spices] Annual report for the year ended November 30, 2004 CAPITAL WORLD GROWTH AND INCOME FUND(SM) seeks long-term capital growth while providing current income. It invests on a global basis in a diversified portfolio consisting primarily of common stocks and other equity securities. This fund is one of the 29 American Funds, the nation's third-largest mutual fund family. For more than seven decades, Capital Research and Management Company,(SM) the American Funds adviser, has invested with a long-term focus based on thorough research and attention to risk. Contents Letter to shareholders 1 The value of a long-term perspective 4 The ingredients for total returns 6 Summary investment portfolio 10 Financial statements 14 Directors and officers 27 The American Funds family back cover FIGURES SHOWN ARE PAST RESULTS FOR CLASS A SHARES AND ARE NOT PREDICTIVE OF RESULTS IN FUTURE PERIODS. CURRENT AND FUTURE RESULTS MAY BE LOWER OR HIGHER THAN THOSE SHOWN. SHARE PRICES AND RETURNS WILL VARY, SO INVESTORS MAY LOSE MONEY. INVESTING FOR SHORT PERIODS MAKES LOSSES MORE LIKELY. INVESTMENTS ARE NOT FDIC-INSURED, NOR ARE THEY DEPOSITS OF OR GUARANTEED BY A BANK OR ANY OTHER ENTITY. FOR THE MOST CURRENT INFORMATION AND MONTH-END RESULTS, VISIT AMERICANFUNDS.COM FUND RESULTS SHOWN, UNLESS OTHERWISE INDICATED, ARE AT NET ASSET VALUE. IF A SALES CHARGE (MAXIMUM 5.75%) HAD BEEN DEDUCTED, THE RESULTS WOULD HAVE BEEN LOWER. Here are the average annual total returns on a $1,000 investment with all distributions reinvested for periods ended December 31, 2004 (the most recent calendar quarter): 1 year 5 years 10 years Class A shares Reflecting 5.75% maximum sales charge +12.56% +6.97% +13.68% Results for other share classes can be found on page 5. Please see the inside back cover for important information about other share classes. The fund's investment adviser is waiving 5% of its management fee for the period September 1, 2004, through August 31, 2005. Over this one-year period, the fee waiver will amount to an approximate two basis point reduction in fund expenses. Accordingly, without the waiver the returns and distributions rates of the fund might have been lower by a similar order of magnitude. The fund's 30-day yield for Class A shares as of December 31, 2004, reflecting the 5.75% maximum sales charge and calculated in accordance with the Securities and Exchange Commission formula, was 1.79%, which reflects a fee waiver (1.77% without the fee waiver). Investing outside the United States is subject to additional risks, such as currency fluctuations and political instability, which are detailed in the fund's prospectus. FELLOW SHAREHOLDERS: [photo of small bowls filled with spices] The recovery in global stock markets that occurred during the fund's 2003 fiscal year continued into the 2004 fiscal year, lifting most markets in which the fund invests. A strengthening of major currencies against the U.S. dollar late in the year gave an additional boost to many of our non-U.S. investments. For the 12 months ended November 30, 2004, Capital World Growth and Income Fund produced a total return of 22.2%. That return assumes shareholders reinvested their quarterly dividends totaling 73 cents a share, as well as the capital gain distribution of 29.3 cents a share made December 2003. Shareholders who elected to take dividends in cash, but reinvested capital gains, had an income return of 2.6% and saw the value of their investment rise 19.3%. The fund's total return for the fiscal year handily topped those of its relevant benchmarks. The unmanaged MSCI World Index, which measures 23 major stock markets including the United States, recorded a total return of 18.0%, while the average return of the fund's peer group, as tracked by Lipper, was 16.0%. The table below ("Results at a glance") offers an historical snapshot of the fund's returns plus a quick comparison with its benchmarks. A LOOK AT GLOBAL MARKETS U.S. stocks began the fiscal year with positive momentum, supported by rising corporate profits and strong economic growth. But tailwinds turned to headwinds by early spring as higher oil prices, growing insurgency in Iraq, the prospect of rising interest rates, uncertainty about the presidential election and renewed concerns about the pace of economic growth curbed investor enthusiasm. As a result, stock prices slumped through the summer months. Then, in late October, market optimism revived, sending stock prices higher through year end. For the 12 months ended November 30, U.S. stocks, which account for 20.8% of portfolio holdings, rose 12.5%.* *Country returns are based on MSCI indexes, in U.S. dollars (except where noted) and with gross dividends reinvested. [Begin Sidebar] RESULTS AT A GLANCE (as of November 30, 2004, with all distributions reinvested) Average annual total returns Lifetime 1 year 5 years 10 years (since 3/26/93) Capital World Growth and Income Fund +22.2% +9.5% +14.0% +13.9% MSCI World Index(1) +18.0 -1.3 +8.2 +8.7 Lipper global funds average(2) +16.0 +0.9 +8.6 +9.0 (1) The MSCI World Index is unmanaged and does not reflect the effects of sales charges, commissions or expenses. (2) The Lipper global funds average consists of funds that invest at least 25% of their portfolios in securities traded outside the U.S. Lipper averages do not reflect the effects of sales charges. [End Sidebar] In many respects, the U.S. economy, fueled by domestic consumption, has been an engine of global growth and a pacesetter for global markets. Consequently, major markets in Europe largely mirrored directional trends of U.S. stocks. Market returns for France, Germany and the United Kingdom -- the leading markets of Europe -- were in line with the United States in local currency terms. But a strengthening of the euro and the British pound against the U.S. dollar magnified results for U.S. investors. When translated into U.S. dollars, France's stock market posted a total return of +24.9%, Germany logged +23.3% and the United Kingdom delivered +24.5%. Other European countries compiled even better returns, which were similarly amplified by strong currencies. Here's a sampling from countries where the fund has a presence: Austria (+72.2%), Denmark (+35.3%), Italy (+30.0%), Netherlands (+18.2%), Norway (+64.8%), Spain (+36.9%) and Sweden (+45.8%). Altogether, Europe accounts for 38.4% of fund holdings and contributed significantly to this year's results. [Begin Sidebar] LARGEST EQUITY HOLDINGS (as of November 30, 2004) Company Country Percent of net assets "Shell" Transport and Trading/ Royal Dutch Petroleum U.K./Netherlands 2.01% Altria Group U.S. 1.91 Vodafone U.K. 1.37 HSBC Holdings U.K./Hong Kong 1.12 Unilever Netherlands 1.02 Diageo U.K. 1.01 France Telecom France .97 CVRD Brazil .87 Continental Germany .87 Lloyds TSB Group U.K. .86 [End Sidebar] Elsewhere, the Commonwealth countries of Australia and Canada also enjoyed strong returns that were lifted further by the strengthening of their respective currencies against the greenback. The result was a gain of 37.3% for Australia and 27.1% for Canada. Like the United States, Japanese stocks began the year on a strong footing, buoyed by indications of a strengthening economy. But as the year progressed, economic momentum proved less hardy than investors anticipated. Returns were nonetheless favorable -- up 17.9% for the year -- boosted by a stronger yen. Except for Taiwan (+5.3%), strong returns prevailed for other key markets in Asia: Hong Kong (+24.6%) and Korea (+22.9%). STRENGTH IN PORTFOLIO HOLDINGS While country returns sketch the backdrop for stocks in general, results for Capital World Growth and Income Fund are largely determined by the strength or weakness of individual companies' stocks held in the portfolio. Company by company, the portfolio was built of carefully selected stocks that represent the best ideas of the fund's portfolio counselors. Collectively, these ideas have benefited shareholders by generating returns that exceed relevant benchmarks both for the current year and over its lifetime, as can be seen in the table on page 1. The fund's 10 largest holdings, representing the portfolio's broad geographic reach, are shown in the table at left. During the past year, all but one posted gains, most running to double digits. In fact, three posted gains well in excess of the fund's return: "Shell" Transport and Trading/ Royal Dutch Petroleum (a multinational energy concern), CVRD (a South American mining group), and Continental (a German tire manufacturer). The strength of the fund's results goes much deeper than the largest holdings listed here and includes a variety of companies, many of which are noted in the summary investment portfolio that begins on page 10. Among the biggest gainers for the year were industry holdings in oil and gas, chemicals, metals and mining, non-U.S. telecommunications, as well as several banks and insurers. In all, the portfolio holds stocks of nearly 300 companies worldwide. SOLID GROWTH, ENDURING OBJECTIVES During the past two years, Capital World Growth and Income Fund has enjoyed a remarkable resurgence, following the difficult period for stocks that marked the early years of this decade. In the past year alone, net assets of the fund have grown 84%, reflecting, in large part, many new additions to our shareholder family and a greater willingness among investors to diversify into global stocks. We take this opportunity to welcome those of you who have recently joined the fund. While the fund's recent growth owes much to external factors, its results stem largely from the diligent efforts of its portfolio counselors and research analysts. Their focus remains firmly fixed on the fund's objective: finding companies with long-term growth potential while providing shareholders with current income. To learn more about the components of the fund's objective and some of the investment practices we use to achieve them, we invite you to read our special report beginning on page 6, "The ingredients for total returns." Finally, we recognize that you have more than money invested with us; you have placed your trust in our hands. We honor that trust and hope that Capital World Growth and Income Fund will remain an important part of your financial future. Cordially, /s/ Gina H. Despres Gina H. Despres Chairman of the Board /s/ Stephen E. Bepler Stephen E. Bepler President January 12, 2005 For current information about the fund, visit americanfunds.com. [Begin Sidebar] WHERE THE FUND'S ASSETS WERE INVESTED Percent of net assets by country as of November 30, 2004 [begin pie chart] The Americas 26.9% Asia/Pacific 21.5% Bonds, cash & equivalents 11.2% Europe 38.4% Other 2.0% [end pie chart] Capital World Growth MSCI and Income Fund World Index o The Americas 26.9% 56.3% United States 20.8 53.3 Canada 3.8 3.0 Brazil 1.2 -- Mexico 1.1 -- o Europe 38.4% 30.7% United Kingdom 11.6 11.0 Netherlands 5.1 2.1 Germany 4.7 3.0 France 4.5 4.1 Spain 2.1 1.8 Norway 1.7 .3 Sweden 1.7 1.1 Austria 1.2 .1 Denmark 1.2 .3 Switzerland 1.2 3.0 Italy 1.0 1.8 Belgium .9 .6 Portugal .6 .2 Other Europe .9 1.3 o Asia/Pacific 21.5% 13.0% Japan 7.2 9.6 South Korea 3.9 -- Australia 3.7 2.2 Taiwan 2.9 -- India 1.3 -- Hong Kong 1.1 .7 Other Asia/Pacific 1.4 .5 o Other 2.0% -- o Bonds, cash & equivalents 11.2% -- The MSCI World Index is weighted by market capitalization. [End Sidebar] THE VALUE OF A LONG-TERM PERSPECTIVE How a $10,000 investment has grown since March 26, 1993 Figures shown are past results for Class A shares and are not predictive of results in future periods. Current and future results may be lower or higher than those shown. Share prices and returns will vary, so investors may lose money. For the most current information and month-end results, visit americanfunds.com. Fund figures reflect deduction of the maximum sales charge of 5.75% on the $10,000 investment.(1) Thus the net amount invested was $9,425. [mountain chart] DATE CAPITAL WORLD GROWTH CAPITAL WORLD U.S. AND INCOME MSCI GROWTH FUND CONSUMER FUND WITH WORLD INDEX INCOME FUND PRICE DIVIDENDS WITH DIVIDENDS WITH DIVIDENDS INDEX ORIGINAL REINVESTED(1)(2) REINVESTED (4) EXCLUDED (3) (INFLATION) (5) INVESTMENT <s> <c> <c> <c> <c> <c> 3/26/93 $9,425 $10,000 $9,425 $10,000 $10,000 5/31/93* $9,719 $10,837 $9,719 $10,042 $10,000 8/31/93 $10,401 $11,475 $10,313 $10,084 $10,000 11/30/93 $10,782 $10,924 $10,625 $10,153 $10,000 2/28/94 $11,615 $12,062 $11,388 $10,216 $10,000 5/31/94 $11,315 $11,936 $11,044 $10,272 $10,000 8/31/94 $12,038 $12,501 $11,656 $10,376 $10,000 11/30/94 $11,592 $11,982 $11,131 $10,425 $10,000 2/28/95 $11,860 $12,097 $11,293 $10,508 $10,000 5/31/95 $12,788 $13,242 $12,094 $10,599 $10,000 8/31/95 $13,412 $13,598 $12,557 $10,648 $10,000 11/30/95 $13,841 $14,260 $12,850 $10,696 $10,000 2/29/96 $14,700 $15,042 $13,553 $10,787 $10,000 5/31/96 $15,327 $15,673 $14,031 $10,905 $10,000 8/31/96 $15,414 $15,379 $13,947 $10,954 $10,000 11/30/96 $17,118 $17,004 $15,362 $11,045 $10,000 2/28/97 $17,849 $17,136 $15,936 $11,114 $10,000 5/31/97 $18,908 $18,427 $16,782 $11,149 $10,000 8/31/97 $19,755 $18,892 $17,380 $11,198 $10,000 11/30/97 $19,917 $19,212 $17,414 $11,247 $10,000 2/28/98 $21,881 $21,351 $19,050 $11,274 $10,000 5/31/98 $22,801 $22,198 $19,763 $11,337 $10,000 8/31/98 $19,885 $19,671 $17,104 $11,379 $10,000 11/30/98 $23,007 $23,138 $19,676 $11,421 $10,000 2/28/99 $23,904 $24,151 $20,375 $11,455 $10,000 5/31/99 $25,004 $25,203 $21,214 $11,574 $10,000 8/31/99 $26,177 $26,263 $22,063 $11,636 $10,000 11/30/99 $27,396 $28,141 $23,014 $11,720 $10,000 2/29/00 $29,908 $28,765 $25,027 $11,825 $10,000 5/31/00 $30,124 $28,718 $25,119 $11,943 $10,000 8/31/00 $31,516 $29,799 $26,121 $12,033 $10,000 11/30/00 $29,142 $26,067 $24,016 $12,124 $10,000 2/28/01 $30,810 $24,728 $25,334 $12,242 $10,000 5/31/01 $31,113 $24,514 $25,404 $12,375 $10,000 8/31/01 $29,274 $22,316 $23,786 $12,361 $10,000 11/30/01 $28,613 $21,975 $23,111 $12,354 $10,000 2/28/02 $28,826 $21,266 $23,225 $12,382 $10,000 5/31/02 $30,788 $21,514 $24,700 $12,521 $10,000 8/31/02 $26,985 $18,550 $21,503 $12,584 $10,000 11/30/02 $27,405 $18,697 $21,693 $12,625 $10,000 2/28/03 $25,681 $16,961 $20,237 $12,751 $10,000 5/31/03 $29,144 $19,487 $22,806 $12,779 $10,000 8/31/03 $31,622 $20,680 $24,576 $12,855 $10,000 11/30/03 $35,220 $22,391 $27,230 $12,848 $10,000 2/29/04 $39,110 $24,603 $30,063 $12,967 $10,000 5/31/04 $37,996 $24,197 $29,064 $13,169 $10,000 8/31/04 $38,489 $24,018 $29,275 $13,196 $10,000 11/30/04 $43,044 $26,414 $32,485 $13,301 $10,000 Year ended November 30 1993* 1994 1995 1996 1997 1998 1999 TOTAL VALUE Dividends reinvested $144 295 421 506 488 478 440 Value at year-end(1) $10,782 11,592 13,841 17,118 19,917 23,007 27,396 WGI total return 7.8% 7.5 19.4 23.7 16.4 15.5 19.1 Year ended November 30 2000 2001 2002 2003 2004 TOTAL VALUE Dividends reinvested 577 578 569 679 914 Value at year-end(1) 29,142 28,613 27,405 35,220 43,044 WGI total return 6.4 (1.8) (4.2) 28.5 22.2 Average annual total return for 11 1/2 years 13.3%(2) AVERAGE ANNUAL TOTAL RETURNS (based on a $1,000 investment with all distributions reinvested) For periods ended 11/30/04 Class A shares (reflecting 5.75% maximum sales charge) 1 year +15.17% 5 years +8.17% 10 years +13.34% *For the period March 26, 1993 (when the fund began operations) through November 30, 1993. (1) As outlined in the prospectus, the sales charge is reduced for accounts (and aggregated investments) of $25,000 or more and is eliminated for purchases of $1 million or more. There is no sales charge on dividends or capital gain distributions that are reinvested in additional shares. (2) Includes reinvested dividends of $6,088 and reinvested capital gain distributions of $9,959. (3) Results calculated with capital gains reinvested. (4) The World Index is unmanaged and does not reflect the effects of sales charges, commissions or expenses, and cannot be invested in directly. (5) Computed from data supplied by the U.S. Department of Labor, Bureau of Labor Statistics. Past results are not predictive of future results. The results shown are before taxes on fund distributions and sale of fund shares. OTHER SHARE CLASS RESULTS (unaudited) CLASS B, CLASS C, CLASS F AND CLASS 529 Figures shown are past results and are not predictive of results in future periods. Current and future results may be lower or higher than those shown. Share prices and returns will vary, so investors may lose money. For the most current information and month-end results, visit americanfunds.com. RETURNS FOR PERIODS ENDED DECEMBER 31, 2004 (THE MOST RECENT CALENDAR QUARTER): 1 year Life of class CLASS B SHARES Reflecting applicable contingent deferred sales charge (CDSC), maximum of 5%, payable only if shares are sold within six years of purchase +13.50% +7.40%(1) Not reflecting CDSC +18.50% +7.71%(1) CLASS C SHARES Reflecting CDSC, maximum of 1%, payable only if shares are sold within one year of purchase +17.43% +10.44%(2) Not reflecting CDSC +18.43% +10.44%(2) CLASS F SHARES(3) Not reflecting annual asset-based fee charged by sponsoring firm +19.31% +11.31%(2) CLASS 529-A SHARES Reflecting 5.75% maximum sales charge +12.43% +14.10%(4) Not reflecting maximum sales charge +19.29% +16.47%(4) CLASS 529-B SHARES Reflecting applicable CDSC, maximum of 5%, payable only if shares are sold within six years of purchase +13.28% +15.09%(5) Not reflecting CDSC +18.28% +16.16%(5) CLASS 529-C SHARES Reflecting CDSC, maximum of 1%, payable only if shares are sold within one year of purchase +17.26% +16.15%(6) Not reflecting CDSC +18.26% +16.15%(6) CLASS 529-E SHARES(3) +18.86% +15.04%(7) CLASS 529-F SHARES(3) Not reflecting annual asset-based fee charged by sponsoring firm +19.21% +26.38%(8) The fund's investment adviser is waiving 5% of its management fee for the period September 1, 2004, through August 31, 2005. Over this one-year period, the fee waiver will amount to an approximate two basis point reduction in fund expenses. Accordingly, without the waiver the returns and distribution rates of the fund might have been lower by a similar order of magnitude. (1) Average annual total return from March 15, 2000, when Class B shares were first sold. (2) Average annual total return from March 15, 2001, when Class C and Class F shares were first sold. (3) These shares are sold without any initial or contingent deferred sales charge. (4) Average annual total return from February 15, 2002, when Class 529-A shares were first sold. (5) Average annual total return from February 21, 2002, when Class 529-B shares were first sold. (6) Average annual total return from February 22, 2002, when Class 529-C shares were first sold. (7) Average annual total return from March 4, 2002, when Class 529-E shares were first sold. (8) Average annual total return from September 17, 2002, when Class 529-F shares were first sold. THE INGREDIENTS FOR TOTAL RETURNS Understanding the fund's objective Capital World Growth and Income Fund is one of five growth-and-income funds in the American Funds family. Its broad global mandate distinguishes it from the other four. But what distinguishes Capital World Growth and Income Fund from other global funds in its Lipper peer group? The answer lies in its objective and how the fund's portfolio counselors serve that objective. Embedded in that answer are clues to its solid track record and qualities that help make it a core holding for many long-term investors. In this article, we will take a closer look at the fund's dual objectives, we'll hear from some of the people who manage the fund, and we'll attempt to identify some of the investment practices that serve to distinguish Capital World Growth and Income Fund from its peers. As we explore the ingredients that contribute to the fund's identity, we hope that you will gain a better appreciation of the fund's strengths and its potential for compiling attractive long-term results. GROWTH AND INCOME WORKING TOGETHER Growth and income funds are sometimes referred to as total return funds. The concept of total return is fundamental to the investment profession, but may be less familiar to some of our shareholders. At the most basic level, total return combines the growth or loss of value (capital appreciation or depreciation) of an investment with the income that it generates. For Capital World Growth and Income shareholders, the fund's annual total return reflects the 12-month change in net asset value of the fund plus income (dividends and any capital gain distributions) generated by the fund. (Returns vary among share classes, and results are lower when sales charges are included.) For investors seeking a middle path toward attractive long-term investment results, growth and income work in a complementary way. Growth-oriented investments tend to boost returns when economies are thriving and markets are rising, while income-oriented investments offer a measure of reliability and often serve to cushion results when markets falter. Over time, income reinvested also helps compound returns, which provides a decisive advantage for those with long-term investment goals. While growth and income are the two components of total return, it is selecting the most promising stocks that is critical to producing superior returns. In this selection process, Capital World Growth and Income Fund benefits from the research expertise of its adviser, Capital Research and Management Company, and from its unique method of asset management, the multiple portfolio counselor system. In addition, the fund's global perspective expands the process, allowing research analysts and portfolio counselors to scout the world for the most attractive equity investments. DISCIPLINE IN STOCK SELECTION The vital task of stock selection is the daily business of some 70 equity analysts of Capital Research, which has offices located around the world. The in-depth research and recommendations made by these analysts are the building blocks of the fund. As Gina Despres, chairman of the fund's board, points out, "We invest in companies, not countries, so each stock is first evaluated on its fundamental merits." Analysts and portfolio counselors must also consider whether the stock is appropriate for the fund's objectives. The fund's particular approach to its growth-and-income objective affords its portfolio counselors considerable latitude when weighing investment decisions. Some stocks may exhibit more growth characteristics, while others are more prized for the income they offer; in many instances, analysts strive to find elements of both in a single stock. But there is no formula, no mandate to achieve an exact balance. In fact, the mix of stocks with these characteristics will often vary in the fund's portfolio over the course of a market cycle in order to optimize total returns over the long term. In the words of the fund's president, Steve Bepler, "We seek a full cycle of above average returns by looking at all sorts of values, within the discipline of achieving a market equivalent yield for shareholders." [Begin Sidebar] THERE ARE MANY INGREDIENTS THAT CONTRIBUTE TO THE FUND'S IDENTITY. [photo of spices in jars, in a mortar with pestle, and in various small bowls] [End Sidebar] The fund's income objective is central to the "discipline" Steve refers to and is an important consideration in the selection process. He notes, "We look at dividends as a measure of investment attractiveness." Stocks that pay dividends are typically those of well-established companies with consistent and reliable cash flows. Portfolio counselor Gregg Ireland explains, "Dividends are often a meaningful expression of management's confidence in the company's earnings power and its willingness to share profits with shareholders. Moreover, stocks that pay dividends are typically less volatile over time than those that pay no dividend." Portfolio counselor Carl Kawaja adds, "The long-term growth rate of a company's dividend is usually the long-term growth rate of the company itself. This makes companies with a history of raising dividends more appealing to the fund." Over its lifetime, this income discipline has helped the fund achieve lower volatility than its benchmarks, as noted in the table below. [Begin Sidebar] [photo of flour in a bucket, eggs in a basket and various pastas and cooking items] SOLID RETURNS WITH LESS VOLATILITY Over its lifetime, Capital World Growth and Income Fund has returned more than twice that of its benchmark index or peer group average. It has accomplished this with a comparatively lower level of volatility. Figures shown are past results for Class A shares and are not predictive of results in future periods. Current and future results may be lower or higher than those shown. Share prices will vary, so investors may lose money. For the most current information and month-end results, visit americanfunds.com. Fund results shown,unless otherwise indicated, are at net asset value. If a sales charge (maximum 5.75%) had been deducted, the results would have been lower. Cumulative Lifetime results (3/26/93 - 11/30/04) total return Volatility(1) MSCI World Index(2) 164.1% 14.1% Lipper global funds average(3) 172.3 15.4 Capital World Growth and Income Fund 356.7 12.4 (1) Volatility calculated by Lipper using standard deviation, a measure of how returns over time have varied from the mean; a lower number signifies lower volatility. (2) The MSCI World Index is an unmanaged measure of 23 major stock markets and does not reflect sales charges, commissions or expenses. 3 Average for 28 global funds, calculated at net asset value by Lipper. [End Sidebar] THE BENEFIT OF EXPERIENCE Like all funds in the American Funds family, Capital World Growth and Income Fund employs the multiple portfolio counselor system to manage its portfolio. With this system, each of the fund's five portfolio counselors independently manages a portion of its assets. In addition, a team of global equity analysts manages a separate portion, known as the research portfolio. Under this system, the portfolio counselors and research analysts are free to invest based on their strongest convictions and in accordance with the fund's objectives. This system allows shareholders to benefit from the multiple perspectives and varied expertise of the fund's investment professionals. While some may be more inclined to pursue growth opportunities, others may be drawn to income opportunities. Similarly, some analysts and counselors look far afield to uncover investment values, while others canvass more familiar markets. Importantly, each counselor and analyst brings to the fund a wealth of knowledge and a depth of experience that nurtures the selection process. These multiple perspectives not only broaden the scope of investment possibilities, but through the daily interactions of counselors and analysts, they also develop, refine and enrich the pool of investment ideas that serve the fund. A WORLD OF OPPORTUNITY The search for attractive investments is not restricted to any geographic region or country market. Gregg Ireland observes, "The fund's global reach gives us enormous flexibility and a lot more geography to look at. Shareholders benefit from this because, in many cases, stock markets outside the United States offer greater yields." The table at right shows the dividend yield for world markets in which the fund is invested. The tradition of paying attractive dividends is well established in many major developed markets, notably Europe and the current and former British Commonwealth countries. Dividend yields in the United States, for that matter, used to be much higher than they are currently. In fact, during the first half of the 20th century, U.S. stocks frequently yielded more than U.S. government bonds. That relationship shifted during the latter half of the century, as more and more corporations hoarded cash or used earnings to repurchase shares in an effort to boost their stock's price. Although that penchant has recently begun to change toward a more dividend-friendly policy, interesting income opportunities remain more prevalent overseas. The ability to invest overseas has also provided the fund with an expanded array of growth opportunities. While globalization has helped spur economic growth in many developing markets around the world, the pace of growth varies from region to region. Economic cycles are not usually in sync and often are constrained by local practices or barriers -- be they fiscal, monetary or regulatory. Consequently, the fund's broad geographic diversification helps to smooth out returns and lessen the effects of a single market's volatility. More importantly, our research analysts are able to use their global perspective to help identify individual companies poised to benefit from economic growth, wherever it may occur. A company in Europe, where growth is sluggish, may thrive, for example, from its operations in China, where growth is strong. In today's world, a global viewpoint is essential. QUALITY IN THE MIX Capital World Growth and Income Fund is tailored for investors with a long-term investment horizon. In a single package, the fund provides many of the ingredients that discerning investors seek from a core holding. Its twin objectives serve those seeking attractive total returns, and its global reach means those objectives can be pursued wherever opportunity arises. Gina Despres succinctly refers to the fund and its objectives as "an all-weather investment philosophy with international diversification." Over the long term, the fund has consistently topped its benchmark and the average returns of its peers, as shown in the results table on page 1. While we cannot promise that will always be the case, we can assure shareholders that we strive for above average results with every investment decision we make. Moreover, decades of investment experience have taught us that it takes quality ingredients to produce consistently superior results. [Begin Sidebar] DIVIDEND YIELDS FOR WORLD MARKETS As shown in the table below, dividend yields for many of the world's stock markets are higher than that of the United States, making overseas markets fertile ground for pursuing the fund's income objective. [photo of vegetables on a table] Dividend yields MSCI WORLD INDEX 2.1% EUROPE Austria 1.4 Belgium 3.3 Denmark 2.2 Finland 3.4 France 3.2 Germany 2.0 Greece 2.8 Ireland 2.5 Italy 3.4 Netherlands 3.6 Norway 2.7 Portugal 2.9 Spain 3.0 Sweden 2.1 Switzerland 1.7 United Kingdom 3.3 FAR EAST Hong Kong 2.8 Japan 1.1 Singapore 2.3 PACIFIC Australia 3.8 New Zealand 4.2 NORTH AMERICA Canada 1.7 United States 1.7 Source: MSCI Country Index yields as of 11/30/04 MSCI DEFINITION OF YIELD Annualized dividend per share divided by price. Yields are gross, before withholding tax, and take into account special tax credits when applicable. The gross yield of French companies takes into account special tax credits. For Singapore companies, yield is based on net dividend, after corporate tax. [End Sidebar] SUMMARY INVESTMENT PORTFOLIO, November 30, 2004 Beginning with this report, a summary portfolio, approved under rules adopted by the Securities and Exchange Commission this year, will replace the complete listing of portfolio holdings used in previous shareholder reports. This summary portfolio is designed to streamline the report and help investors better focus on a fund's principal holdings. The schedule includes each of the fund's 50 largest holdings and investments of any issuer for which the total value of all holdings in that issuer exceeds 1% of the fund's net assets. A complete schedule of portfolio holdings is available upon request, free of charge, by calling American Funds Service Company at 800/421-0180 or accessing the U.S. Securities and Exchange Commission website at www.sec.gov. [begin pie chart] PERCENT OF NET INDUSTRY SECTOR DIVERSIFICATION ASSETS Financials 17.36 % Consumer Discretionary 10.47 Consumer Staples 9.85 Telecommunication Services 9.69 Materials 8.67 Convertible securities 1.80 Bonds & notes .63 Cash & equivalents 10.60 Other industries 30.93 [end pie chart] Shares Market Percent value of net COMMON STOCKS - 86.97% (000) assets FINANCIALS - 17.36% HSBC Holdings PLC (United Kingdom) 17,588,049 $ 299,488 HSBC Holdings PLC (Hong Kong) 2,749,236 47,028 1.12% Lloyds TSB Group PLC 33,015,000 265,788 .86 Societe Generale 2,560,000 247,098 .80 ING Groep NV 8,771,575 241,236 .78 Fortis 9,084,100 239,452 .78 Bank Austria Creditanstalt 2,517,406 214,056 .69 J.P. Morgan Chase & Co. 5,300,000 199,545 .65 ABN AMRO Holding NV 7,058,458 173,303 .56 Shinhan Financial Group Co., Ltd. 8,155,100 170,806 .55 Other securities 3,261,516 10.57 5,359,316 17.36 CONSUMER DISCRETIONARY - 10.47% Continental AG 4,404,650 268,315 .87 Daito Trust Construction Co., Ltd. 4,596,700 207,886 .68 Toyota Motor Corp. 4,500,000 168,575 .55 Yamada Denki Co., Ltd. 3,766,000 161,546 .52 Other securities 2,424,085 7.85 3,230,407 10.47 CONSUMER STAPLES - 9.85% Altria Group, Inc. 10,257,000 589,675 1.91 Unilever NV 2,525,000 158,712 Unilever NV (New York registered) 2,478,000 156,114 1.02 Diageo PLC 22,350,000 312,660 1.01 Nestle SA 933,000 239,577 .78 Imperial Tobacco Group PLC 7,191,413 187,324 .61 Foster's Group Ltd. 44,635,814 186,198 .60 Other securities 1,209,076 3.92 3,039,336 9.85 TELECOMMUNICATION SERVICES - 9.69% Vodafone Group PLC 156,000,000 423,347 1.37 France Telecom, SA 9,516,000 298,753 .97 Chunghwa Telecom Co., Ltd. 64,829,000 128,853 Chunghwa Telecom Co., Ltd. (ADR) 4,335,000 90,385 .71 Portugal Telecom, SGPS, SA 16,803,550 198,694 .65 Telekom Austria AG 8,949,197 152,191 .49 Other securities 1,698,165 5.50 2,990,388 9.69 MATERIALS - 8.67% Barrick Gold Corp. 9,449,100 232,353 .75 Dow Chemical Co. 4,250,000 214,497 .69 Cia. Vale do Rio Doce, preferred nominative, Class A 9,854,400 202,661 .66 BASF AG 2,840,000 191,076 .62 AngloGold Ashanti Ltd. 4,650,000 187,437 .61 Other securities 1,649,434 5.34 2,677,458 8.67 ENERGY - 7.20% "Shell" Transport and Trading Co., PLC 37,390,000 314,407 "Shell" Transport and Trading Co., PLC (ADR) (New York registered) 1,325,000 67,071 Royal Dutch Petroleum Co. (New York registered) 3,280,000 187,813 Royal Dutch Petroleum Co. 887,000 50,792 2.01 TOTAL SA 940,000 205,691 .66 ENI SpA 6,415,000 157,402 .51 Husky Energy Inc. 5,165,000 150,684 .49 Other securities 1,090,179 3.53 2,224,039 7.20 HEALTH CARE - 5.76% Novo Nordisk A/S, Class B 4,966,000 263,823 .85 AstraZeneca PLC (Sweden) 6,399,800 251,859 .82 Sanofi-Aventis 3,204,900 241,217 .78 Fresenius Medical Care AG 2,050,000 159,877 .52 Other securities 862,408 2.79 1,779,184 5.76 INDUSTRIALS - 4.50% Sandvik AB 6,162,500 249,397 .81 Wesfarmers Ltd. 6,435,000 189,894 .61 Other securities 950,451 3.08 1,389,742 4.50 UTILITIES - 4.31% E.ON AG 2,970,714 249,957 .81 Scottish Power PLC 25,760,000 190,274 .62 Gas Natural SDG, SA 6,344,500 181,230 .59 Other securities 708,498 2.29 1,329,959 4.31 OTHER - 4.34% 1,339,028 4.34 MISCELLANEOUS - 4.82% Other common stocks in initial period of acquisition 1,487,375 4.82 TOTAL COMMON STOCKS (cost: $20,669,690,000) 26,846,232 86.97 Market Percent value of net CONVERTIBLE SECURITIES - 1.80% (000) assets Total convertible securities (cost: $503,271,000) 556,037 1.80 Market Percent value of net BONDS AND NOTES - 0.63% (000) assets Total bonds and notes (cost: $176,061,000) 195,856 .63 Principal Market Percent amount value of net SHORT-TERM SECURITIES - 10.35% (000) (000) assets Danske Corp. 1.85%-2.24% due 12/9/2004-1/31/2005 $ 150,000 149,714 .49 Sheffield Receivables Corp. 2.02%-2.17% due 12/8/2004-1/24/2005 (1) 150,000 149,695 .49 Spintab AB (Swedmortgage) 1.87%-2.27% due 12/15/2004-1/31/2005 150,000 149,657 .48 Dexia Delaware LLC 1.955%-2.205% due 12/29/2004-1/28/2005 150,000 149,589 .48 HBOS Treasury Services PLC 2.05%-2.33% due 1/10-2/28/2005 150,000 149,407 .48 Barton Capital Corp. 1.98%-2.13% due 12/10/2004-1/19/2005 (1) 100,000 99,774 Societe Generale North America Inc. 1.93% due 12/28/2004 26,100 26,060 .41 HSBC USA Inc. 1.825%-2.09% due 12/15/2004-1/10/2005 75,000 74,899 .24 Shell Finance (U.K.) PLC 2.20% due 2/2/2005 30,000 29,881 .10 Other securities 2,215,661 7.18 TOTAL SHORT-TERM SECURITIES (cost: $3,194,550,000) 3,194,337 10.35 TOTAL INVESTMENT SECURITIES (cost: $24,543,572,000) 30,792,462 99.75 Other assets less liabilities 76,486 .25 NET ASSETS $30,868,948 100.00% Miscellaneous securities include holdings in their initial period of acquisition that have not previously been publicly disclosed. "Other securities" includes all issues that are not required to be disclosed in the summary investment portfolio. INVESTMENTS IN AFFILIATES A company is considered to be an affiliate of the fund under the Investment Company Act of 1940 if the fund's holdings in that company represent 5% or more of the outstanding voting shares of that company. The market value of the fund's holdings in affiliated companies is included in "Other securities" under their respective industry sectors in the preceding summary investment portfolio. Further details on these holdings and related transactions during the year ended November 30, 2004 appear below. Dividend Market Company Beginning Purchases Sales Ending income value shares shares (000) (000) Asahi Diamond Industrial Co., Ltd. 3,950,000 - - 3,950,000 $424 $21,429 (1) Purchased in a private placement transaction; resale may be limited to qualified institutional buyers; resale to the public may require registration. The total value of all such restricted securities, including those included in "Other securities" in the summary investment portfolio, was $1,197,610,000, which represented 3.88% of the net assets of the fund. ADR = American Depositary Receipts See Notes to Financial Statements FINANCIAL STATEMENTS Statement of assets and liabilities at November 30, 2004 (dollars and shares in thousands, except per-share amounts) ASSETS: Investment securities at market: Unaffiliated issuers (cost: $24,522,477) $30,771,033 Affiliated issuers (cost: $21,095) 21,429 $30,792,462 Cash denominated in non-U.S. currencies (cost: $5,522) 5,822 Cash 194 Receivables for: Sales of investments 44,337 Sales of fund's shares 122,876 Dividends and interest 59,504 Other 466 227,183 31,025,661 LIABILITIES: Payables for: Purchases of investments 112,644 Repurchases of fund's shares 15,667 Investment advisory services 9,191 Services provided by affiliates 15,235 Deferred Directors' compensation 742 Other fees and expenses 3,234 156,713 NET ASSETS AT NOVEMBER 30, 2004 $30,868,948 NET ASSETS CONSIST OF: Capital paid in on shares of capital stock $23,584,628 Undistributed net investment income 304,176 Undistributed net realized gain 732,463 Net unrealized appreciation 6,247,681 NET ASSETS AT NOVEMBER 30, 2004 $30,868,948 Total authorized capital stock - 1,000,000 shares, $.01 par value (914,107 total shares outstanding) Net asset value Net assets Shares outstanding per share (1) Class A $ 25,137,264 743,762 $ 33.80 Class B 1,264,875 37,609 33.63 Class C 1,835,859 54,730 33.54 Class F 1,242,907 36,825 33.75 Class 529-A 271,768 8,053 33.75 Class 529-B 44,274 1,316 33.64 Class 529-C 79,988 2,378 33.63 Class 529-E 14,455 429 33.71 Class 529-F 5,640 167 33.75 Class R-1 17,013 506 33.63 Class R-2 200,908 5,988 33.55 Class R-3 284,911 8,462 33.67 Class R-4 182,195 5,397 33.76 Class R-5 286,891 8,485 33.81 (1) Maximum offering price and redemption price per share were equal to the net asset value per share for all share classes, except for classes A and 529-A, for which the maximum offering prices per share were $35.86 and $35.81, respectively. See Notes to Financial Statements STATEMENT OF OPERATIONS for the year ended November 30, 2004 (dollars in thousands) INVESTMENT INCOME: Income: Dividends (net of non-U.S. withholding tax of $47,671; also includes $424 from affiliates) $582,278 Interest (net of non-U.S. withholding tax of $111) 130,961 $713,239 Fees and expenses: Investment advisory services 94,017 Distribution services 72,385 Transfer agent services 18,614 Administrative services 5,925 Reports to shareholders 701 Registration statement and prospectus 1,242 Postage, stationery and supplies 1,716 Directors' compensation 389 Auditing and legal 209 Custodian 6,025 State and local taxes 184 Other 153 Total expenses before reimbursement/waiver 201,560 Reimbursement/waiver of expenses 1,874 199,686 Net investment income 513,553 NET REALIZED GAIN AND UNREALIZED APPRECIATION ON INVESTMENTS AND NON-U.S. CURRENCY: Net realized gain (loss) on: Investments 1,005,767 Non-U.S. currency transactions (770) 1,004,997 Net unrealized appreciation on: Investments 3,218,531 Non-U.S. currency translations 459 3,218,990 Net realized gain and unrealized appreciation on investments and non-U.S. currency 4,223,987 NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $4,737,540 See Notes to Financial Statements STATEMENT OF CHANGES IN NET ASSETS (dollars in thousands) Year ended Year ended November 30, November 30, 2004 2003 OPERATIONS: Net investment income $513,553 $322,900 Net realized gain on investments and non-U.S. currency transactions 1,004,997 236,987 Net unrealized appreciation on investments and non-U.S. currency translations 3,218,990 2,768,342 Net increase in net assets resulting from operations 4,737,540 3,328,229 DIVIDENDS AND DISTRIBUTIONS PAID TO SHAREHOLDERS: Dividends from net investment income and currency gains (525,779) (272,642) Distributions from net realized gain on investments (174,979) - Total dividends and distributions paid to shareholders (700,758) (272,642) CAPITAL SHARE TRANSACTIONS 10,088,401 3,020,303 TOTAL INCREASE IN NET ASSETS 14,125,183 6,075,890 NET ASSETS: Beginning of year 16,743,765 10,667,875 End of year (including undistributed net investment income: $304,176 and $72,260, respectively) $30,868,948 $16,743,765 See Notes to Financial Statements NOTES TO FINANCIAL STATEMENTS 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION - Capital World Growth and Income Fund, Inc. (the "fund") is registered under the Investment Company Act of 1940 as an open-end, diversified management investment company. The fund seeks long-term capital growth while providing current income. The fund offers 14 share classes consisting of four retail share classes, five CollegeAmerica(R) savings plan share classes and five retirement plan share classes. The CollegeAmerica savings plan share classes (529-A, 529-B, 529-C, 529-E and 529-F) are sponsored by the Commonwealth of Virginia and can be utilized to save for college education. The five retirement plan share classes (R-1, R-2, R-3, R-4 and R-5) are sold without any sales charges and do not carry any conversion rights. The fund's share classes are described below: - --------------------------------------------------------------------------------------------------------- Share class Initial sales charge Contingent deferred sales Conversion feature charge upon redemption - --------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------- Classes A and 529-A Up to 5.75% None (except 1% for None certain redemptions within one year of purchase without an initial sales charge) - --------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------- Classes B and 529-B None Declines from 5% to zero Classes B and 529-B convert to for redemptions within classes A and 529-A, six years of purchase respectively, after eight years - --------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------- Class C None 1% for redemptions within Class C converts to Class F one year of purchase after 10 years - --------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------- Class 529-C None 1% for redemptions within None one year of purchase - --------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------- Class 529-E None None None - --------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------- Classes F and 529-F None None None - --------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------- Classes R-1, R-2, R-3, None None None R-4 and R-5 - --------------------------------------------------------------------------------------------------------- Holders of all share classes have equal pro rata rights to assets, dividends and liquidation proceeds. Each share class has identical voting rights, except for the exclusive right to vote on matters affecting only its class. Share classes have different fees and expenses ("class-specific fees and expenses"), primarily due to different arrangements for distribution, administrative and shareholder services. Differences in class-specific fees and expenses will result in differences in net investment income and, therefore, the payment of different per-share dividends by each class. SIGNIFICANT ACCOUNTING POLICIES - The financial statements have been prepared to comply with accounting principles generally accepted in the United States of America. These principles require management to make estimates and assumptions that affect reported amounts and disclosures. Actual results could differ from those estimates. The following is a summary of the significant accounting policies followed by the fund: SECURITY VALUATION - Equity securities are valued at the official closing price of, or the last reported sale price on, the exchange or market on which such securities are traded, as of the close of business on the day the securities are being valued or, lacking any sales, at the last available bid price. Prices for each security are taken from the principal exchange or market in which the security trades. Fixed-income securities are valued at prices obtained from an independent pricing service, when such prices are available. However, where the investment adviser deems it appropriate, such securities will be valued at the mean quoted bid and asked prices (or bid prices, if asked prices are not available) or at prices for securities of comparable maturity, quality and type. Securities with both fixed-income and equity characteristics or equity securities traded principally among fixed-income dealers, are valued in the manner described above for either equity or fixed-income securities, depending on which method is deemed most appropriate by the investment adviser. Short-term securities purchased within 60 days to maturity are valued at amortized cost, which approximates market value. The value of short-term securities purchased with greater than 60 days to maturity with 60 days or less remaining to maturity is determined based on the market value on the 61st day. The ability of the issuers of the debt securities held by the fund to meet their obligations may be affected by economic developments in a specific industry, state or region. Forward currency contracts are valued at the mean of representative quoted bid and asked prices. Securities and other assets for which representative market quotations are not readily available are fair valued as determined in good faith under procedures adopted by authority of the fund's Board of Directors. Various factors may be reviewed in order to make a good faith determination of a security's fair value. These factors include, but are not limited to, the type and cost of the security; contractual or legal restrictions on resale of the security; relevant financial or business developments of the issuer; actively traded similar or related securities; conversion or exchange rights on the security; related corporate actions; and changes in overall market conditions. If events occur that materially affect the value of securities (particularly non-U.S. securities) between the close of trading in those securities and the close of regular trading on the New York Stock Exchange, the securities are fair valued. SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME - Security transactions are recorded by the fund as of the date the trades are executed with brokers. Realized gains and losses from security transactions are determined based on the specific identified cost of the securities. Dividend income is recognized on the ex-dividend date and interest income is recognized on an accrual basis. Market discounts, premiums and original issue discounts on fixed-income securities are amortized daily over the expected life of the security. CollegeAmerica is a registered trademark of the Virginia College Savings Plan./sm/ CLASS ALLOCATIONS - Income, fees and expenses (other than class-specific fees and expenses) and realized and unrealized gains and losses are allocated daily among the various share classes based on their relative net assets. Class-specific fees and expenses, such as distribution, administrative and shareholder services, are charged directly to the respective share class. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS - Dividends and distributions paid to shareholders are recorded on the ex-dividend date. NON-U.S. CURRENCY TRANSLATION - Assets and liabilities, including investment securities, denominated in non-U.S. currencies are translated into U.S. dollars at the exchange rates in effect at the end of the reporting period. Purchases and sales of investment securities and income and expenses are translated into U.S. dollars at the exchange rates on the dates of such transactions. In the accompanying financial statements, the effects of changes in non-U.S. exchange rates on investment securities are included with the net realized gain or loss and net unrealized appreciation or depreciation on investments. The realized gain or loss and unrealized appreciation or depreciation resulting from all other transactions denominated in non-U.S. currencies are disclosed separately. FORWARD CURRENCY CONTRACTS - The fund may enter into forward currency contracts, which represent agreements to exchange non-U.S. currencies on specific future dates at predetermined rates. The fund enters into these contracts to manage its exposure to changes in non-U.S. exchange rates arising from investments denominated in non-U.S. currencies. Upon entering into these contracts, risks may arise from the potential inability of counterparties to meet the terms of their contracts and from possible movements in non-U.S. exchange rates. Due to these risks, the fund could incur losses up to the entire contract amount, which may exceed the net unrealized value shown in the accompanying financial statements. On a daily basis, the fund values forward currency contracts based on the applicable exchange rates and records unrealized gains or losses. The fund records realized gains or losses at the time the forward contract is closed or offset by another contract with the same broker for the same settlement date and currency. 2. NON-U.S. INVESTMENTS INVESTMENT RISK - The risks of investing in securities of non-U.S. issuers may include, but are not limited to, investment and repatriation restrictions; revaluation of currencies; adverse political, social and economic developments; government involvement in the private sector; limited and less reliable investor information; lack of liquidity; certain local tax law considerations; and limited regulation of the securities markets. TAXATION - Dividend and interest income is recorded net of non-U.S. taxes paid. Gains realized by the fund on the sale of securities in certain countries are subject to non-U.S. taxes. The fund records a liability based on unrealized gains to provide for potential non-U.S. taxes payable upon the sale of these securities. For the year ended November 30, 2004, non-U.S. taxes paid on realized gains were $12,951,000. As of November 30, 2004, non-U.S. taxes provided on unrealized gains were $2,531,000. 3. FEDERAL INCOME TAXATION AND DISTRIBUTIONS The fund complies with the requirements under Subchapter M of the Internal Revenue Code applicable to mutual funds and intends to distribute substantially all of its net taxable income and net capital gains each year. The fund is not subject to income taxes to the extent such distributions are made. DISTRIBUTIONS - Distributions paid to shareholders are based on net investment income and net realized gains determined on a tax basis, which may differ from net investment income and net realized gains for financial reporting purposes. These differences are due primarily to differing treatment for items such as non-U.S. currency gains and losses; short-term capital gains and losses; capital losses related to sales of certain securities within 30 days of purchase; unrealized appreciation of certain investments in non-U.S. securities; deferred expenses; and amortization of premiums. The fiscal year in which amounts are distributed may differ from the year in which the net investment income and net realized gains are recorded by the fund. As of November 30, 2004, the cost of investment securities for federal income tax purposes was $24,600,921,000. During the year ended November 30, 2004, the fund reclassified $244,263,000 from undistributed net realized gains to undistributed net investment income, and $121,000 from net investment income and $25,691,000 from undistributed net realized gains to additional paid-in capital to align financial reporting with tax reporting. As of November 30, 2004, the components of distributable earnings on a tax basis were as follows (dollars in thousands): Undistributed net investment income and currency gains $359,463 Undistributed long-term capital gains 735,290 Gross unrealized appreciation on investment securities 6,552,030 Gross unrealized depreciation on investment securities (360,489) Net unrealized appreciation on investment securities 6,191,541 During the year ended November 30, 2004, the fund realized, on a tax basis, a net capital gain of $761,671,000. The tax character of distributions paid to shareholders was as follows (dollars in thousands): YEAR ENDED NOVEMBER 30, 2004 Distributions from ordinary income Net investment income Distributions from Total Share class currency gains Short-term capital gains long-term capital gains distributions paid Class A $ 456,755 $ 39,669 $ 113,264 $ 609,688 Class B 14,515 1,491 4,257 20,263 Class C 19,082 1,751 4,999 25,832 Class F 18,277 1,305 3,727 23,309 Class 529-A 3,920 256 731 4,907 Class 529-B 443 48 139 630 Class 529-C 797 82 236 1,115 Class 529-E 183 14 40 237 Class 529-F 73 4 11 88 Class R-1 164 14 39 217 Class R-2 1,979 160 456 2,595 Class R-3 3,248 220 627 4,095 Class R-4 1,911 72 204 2,187 Class R-5 4,432 302 861 5,595 Total $ 525,779 $ 45,388 $ 129,591 $ 700,758 YEAR ENDED NOVEMBER 30, 2003 Distributions from ordinary income Net investment income Distributions from Total Share class and currency gains Short-term capital gains long-term capital gains distributions paid Class A $ 254,064 $ - $ - $ 254,064 Class B 4,808 - - 4,808 Class C 4,321 - - 4,321 Class F 5,139 - - 5,139 Class 529-A 1,080 - - 1,080 Class 529-B 138 - - 138 Class 529-C 225 - - 225 Class 529-E 49 - - 49 Class 529-F 16 - - 16 Class R-1 27 - - 27 Class R-2 421 - - 421 Class R-3 512 - - 512 Class R-4 146 - - 146 Class R-5 1,696 - - 1,696 Total $ 272,642 $ - $ - $ 272,642 4. FEES AND TRANSACTIONS WITH RELATED PARTIES Capital Research and Management Company ("CRMC"), the fund's investment adviser, is the parent company of American Funds Service Company ("AFS"), the fund's transfer agent, and American Funds Distributors, Inc. ("AFD"), the principal underwriter of the fund's shares. INVESTMENT ADVISORY SERVICES - The Investment Advisory and Service Agreement with CRMC provided for monthly fees accrued daily. At the beginning of the period, these fees were based on a declining series of annual rates beginning with 0.600% on the first $500 million of daily net assets and decreasing to 0.385% on such assets in excess of $17 billion. The Board of Directors approved an amended agreement effective November 1, 2004, continuing the series of rates to include additional annual rates of 0.380% on daily net assets in excess of $21 billion but not exceeding $27 billion, 0.375% on such assets in excess of $27 billion but not exceeding $34 billion, 0.370% on such assets in excess of $34 billion but not exceeding $44 billion and 0.365% on such assets in excess of $44 billion. Effective February 1, 2004, CRMC reduced investment advisory services fees to the rates provided by the amended agreement. CRMC also reduced investment advisory services fees by an additional $1,367,000. As a result, for the year ended November 30, 2004, the fee shown on the accompanying financial statements of $94,017,000, which was equivalent to an annualized rate of 0.402%, was reduced by $1,474,000 to $92,543,000, or 0.395% of average daily net assets. CLASS-SPECIFIC FEES AND EXPENSES - Expenses that are specific to individual share classes are accrued directly to the respective share class. The principal class-specific fees and expenses are described below: DISTRIBUTION SERVICES - The fund has adopted plans of distribution for all share classes, except Class R-5. Under the plans, the Board of Directors approves certain categories of expenses that are used to finance activities primarily intended to sell fund shares. The plans provide for annual expenses, based on a percentage of average daily net assets, ranging from 0.30% to 1.00% as noted below. In some cases, the Board of Directors has approved expense amounts lower than plan limits. All share classes may use up to 0.25% of average daily net assets to pay service fees, or to compensate AFD for paying service fees, to firms that have entered into agreements with AFD for providing certain shareholder services. Expenses in excess of these amounts, up to approved limits, may be used to compensate dealers and wholesalers. For classes A and 529-A, the Board of Directors has also approved the reimbursement of dealer and wholesaler commissions paid by AFD for certain shares sold without a sales charge. Each class reimburses AFD for amounts billed within the prior 15 months but only to the extent that the overall annual expense limit of 0.30% is not exceeded. As of November 30, 2004, there were no unreimbursed expenses subject to reimbursement for classes A or 529-A. ------------------------------------------------ ----------------------------- ----------------------------- Share class Currently approved limits Plan limits ------------------------------------------------ ----------------------------- ----------------------------- ------------------------------------------------ ----------------------------- ----------------------------- Class A 0.30% 0.30% ------------------------------------------------ ----------------------------- ----------------------------- ------------------------------------------------ ----------------------------- ----------------------------- Class 529-A 0.30 0.50 ------------------------------------------------ ----------------------------- ----------------------------- ------------------------------------------------ ----------------------------- ----------------------------- Classes B and 529-B 1.00 1.00 ------------------------------------------------ ----------------------------- ----------------------------- ------------------------------------------------ ----------------------------- ----------------------------- Classes C, 529-C and R-1 1.00 1.00 ------------------------------------------------ ----------------------------- ----------------------------- ------------------------------------------------ ----------------------------- ----------------------------- Class R-2 0.75 1.00 ------------------------------------------------ ----------------------------- ----------------------------- ------------------------------------------------ ----------------------------- ----------------------------- Classes 529-E and R-3 0.50 0.75 ------------------------------------------------ ----------------------------- ----------------------------- ------------------------------------------------ ----------------------------- ----------------------------- Classes F, 529-F and R-4 0.25 0.50 ------------------------------------------------ ----------------------------- ----------------------------- TRANSFER AGENT SERVICES - The fund has a transfer agent agreement with AFS for classes A and B. Under this agreement, these share classes compensate AFS for transfer agent services including shareholder recordkeeping, communications and transaction processing. AFS is also compensated for certain transfer agent services provided to all other share classes from the administrative services fees paid to CRMC described below. ADMINISTRATIVE SERVICES - The fund has an administrative services agreement with CRMC to provide transfer agent and other related shareholder services for all classes of shares other than classes A and B. Each relevant class pays CRMC annual fees of 0.15% (0.10% for Class R-5) based on its respective average daily net assets. Each relevant class also pays AFS additional amounts for certain transfer agent services. CRMC and AFS may use these fees to compensate third parties for performing these services. During the year ended November 30, 2004, CRMC agreed to pay a portion of these fees for classes R-1, R-2 and R-3. For the year ended November 30, 2004, the total fees paid by CRMC were $2,000, $397,000 and $1,000 for Class R-1, Class R-2 and Class R-3, respectively. Administrative services fees are presented gross of any payments made by CRMC. Each 529 share class is subject to an additional annual administrative services fee of 0.10% of its respective average daily net assets; this fee is payable to the Commonwealth of Virginia for the maintenance of the CollegeAmerica plan. Although these amounts are included with administrative services fees in the accompanying financial statements, the Commonwealth of Virginia is not considered a related party. Expenses under the agreements described on the previous page for the year ended November 30, 2004, were as follows (dollars in thousands): -------------------------------------------------------------------------------------------------------------- Share class Distribution Transfer agent Administrative services services services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- CRMC Transfer agent Commonwealth of administrative services Virginia services administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class A $45,982 $17,649 Not applicable Not applicable Not applicable -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class B 8,936 965 Not applicable Not applicable Not applicable -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class C 12,121 Included $1,818 $285 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class F 2,063 Included 1,238 135 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class 529-A 262 Included 267 25 $ 178 in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class 529-B 305 Included 46 16 31 in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class 529-C 544 Included 82 21 54 in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class 529-E 48 Included 14 1 10 in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class 529-F 9 Included 5 1 3 in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class R-1 104 Included 16 8 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class R-2 926 Included 185 726 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class R-3 853 Included 256 177 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class R-4 232 Included 139 8 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class R-5 Not applicable Included 175 5 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Total $72,385 $18,614 $4,241 $1,408 $276 -------------------------------------------------------------------------------------------------------------- DEFERRED DIRECTORS' COMPENSATION - Since the adoption of the deferred compensation plan in 1993, Directors who are unaffiliated with CRMC may elect to defer the cash payment of part or all of their compensation. These deferred amounts, which remain as liabilities of the fund, are treated as if invested in share of the fund or other American Funds. These amounts represent general, unsecured liabilities of the fund and vary according to the total returns of the selected funds. Directors' compensation in the accompanying financial statements includes $269,000 in current fees (either paid in cash or deferred) and a net increase of $120,000 in the value of the deferred amounts. AFFILIATED OFFICERS AND DIRECTORS - Officers and certain Directors of the fund are or may be considered to be affiliated with CRMC, AFS and AFD. No affiliated officers or Directors received any compensation directly from the fund. 5. CAPITAL SHARE TRANSACTIONS Capital share transactions in the fund were as follows (dollars and shares in thousands): Reinvestments of Share class Sales(1) dividends and distributions Amount Shares Amount Shares Year ended November 30, 2004 Class A $ 8,021,373 260,909 $ 577,069 19,368 Class B 610,421 19,944 19,572 659 Class C 1,089,541 35,628 24,563 827 Class F 726,908 23,572 20,887 700 Class 529-A 148,325 4,838 4,906 164 Class 529-B 21,250 696 630 21 Class 529-C 42,859 1,403 1,115 38 Class 529-E 7,786 253 236 8 Class 529-F 3,713 121 88 3 Class R-1 11,722 381 217 8 Class R-2 139,249 4,560 2,593 87 Class R-3 208,769 6,826 4,023 135 Class R-4 157,343 5,119 2,187 72 Class R-5 163,934 5,299 4,798 161 Total net increase (decrease) $ 11,353,193 369,549 $ 662,884 22,251 Year ended November 30, 2003 Class A $ 3,476,313 140,934 $ 237,800 10,000 Class B 259,243 10,380 4,639 194 Class C 418,374 16,667 4,056 169 Class F 433,428 17,892 4,586 190 Class 529-A 50,028 2,023 1,080 45 Class 529-B 9,652 396 138 6 Class 529-C 16,305 665 225 9 Class 529-E 3,123 128 49 2 Class 529-F 1,100 46 16 1 Class R-1 4,397 180 27 1 Class R-2 49,218 2,044 421 17 Class R-3 69,964 2,827 511 21 Class R-4 24,692 964 145 6 Class R-5 41,012 1,628 1,282 53 Total net increase (decrease) $ 4,856,849 196,774 $ 254,975 10,714 Share class Repurchases(1) Net increase Amount Shares Amount Shares Year ended November 30, 2004 Class A $ (1,538,478) (50,257) $ 7,059,964 230,020 Class B (55,630) (1,824) 574,363 18,779 Class C (101,576) (3,337) 1,012,528 33,118 Class F (118,713) (3,881) 629,082 20,391 Class 529-A (5,639) (183) 147,592 4,819 Class 529-B (601) (20) 21,279 697 Class 529-C (2,680) (88) 41,294 1,353 Class 529-E (308) (10) 7,714 251 Class 529-F (270) (9) 3,531 115 Class R-1 (1,721) (57) 10,218 332 Class R-2 (20,563) (674) 121,279 3,973 Class R-3 (35,973) (1,178) 176,819 5,783 Class R-4 (20,264) (657) 139,266 4,534 Class R-5 (25,260) (828) 143,472 4,632 Total net increase (decrease) $ (1,927,676) (63,003) $ 10,088,401 328,797 Year ended November 30, 2003 Class A $ (1,776,963) (76,452) $ 1,937,150 74,482 Class B (32,120) (1,375) 231,762 9,199 Class C (71,149) (3,097) 351,281 13,739 Class F (185,371) (8,093) 252,643 9,989 Class 529-A (1,204) (51) 49,904 2,017 Class 529-B (166) (7) 9,624 395 Class 529-C (336) (14) 16,194 660 Class 529-E (92) (4) 3,080 126 Class 529-F -* (1) 1,116 46 Class R-1 (341) (13) 4,083 168 Class R-2 (6,714) (281) 42,925 1,780 Class R-3 (9,216) (382) 61,259 2,466 Class R-4 (4,158) (175) 20,679 795 Class R-5 (3,691) (152) 38,603 1,529 Total net increase (decrease) $ (2,091,521) (90,097) $ 3,020,303 117,391 * Amount less than one thousand. (1) Includes exchanges between share classes of the fund. 6. INVESTMENT TRANSACTIONS AND OTHER DISCLOSURES The fund made purchases and sales of investment securities, excluding short-term securities, of $13,207,918,000 and $4,453,132,000, respectively, during the year ended November 30, 2004. The fund receives a reduction in its custodian fee equal to the amount of interest calculated on certain cash balances held at the custodian bank. For the year ended November 30, 2004, the custodian fee of $6,025,000 included $20,000 that was offset by this reduction, rather than paid in cash. FINANCIAL HIGHLIGHTS (1) Income (loss) from investment operations(2) Net Net asset gains (losses) value, Net on securities Total from beginning investment (both realized investment of period income and unrealized) operations Class A: Year ended 11/30/2004 $28.62 $.70 $5.50 $6.20 Year ended 11/30/2003 22.80 .65 5.73 6.38 Year ended 11/30/2002 24.29 .52 (1.53) (1.01) Year ended 11/30/2001 28.29 .53 (.90) (.37) Year ended 11/30/2000 29.03 .62 1.20 1.82 Class B: Year ended 11/30/2004 28.50 .46 5.47 5.93 Year ended 11/30/2003 22.72 .45 5.72 6.17 Year ended 11/30/2002 24.21 .27 (1.45) (1.18) Year ended 11/30/2001 28.21 .31 (.87) (.56) Period from 3/15/2000 to 11/30/2000 29.57 .32 (1.41) (1.09) Class C: Year ended 11/30/2004 28.43 .45 5.45 5.90 Year ended 11/30/2003 22.68 .42 5.71 6.13 Year ended 11/30/2002 24.18 .20 (1.40) (1.20) Period from 3/15/2001 to 11/30/2001 25.35 .12 (1.15) (1.03) Class F: Year ended 11/30/2004 28.59 .68 5.48 6.16 Year ended 11/30/2003 22.78 .61 5.75 6.36 Year ended 11/30/2002 24.27 .31 (1.34) (1.03) Period from 3/15/2001 to 11/30/2001 25.40 .27 (1.15) (.88) Class 529-A: Year ended 11/30/2004 28.59 .68 5.48 6.16 Year ended 11/30/2003 22.78 .63 5.73 6.36 Period from 2/15/2002 to 11/30/2002 24.29 .36 (1.47) (1.11) Class 529-B: Year ended 11/30/2004 28.51 .40 5.48 5.88 Year ended 11/30/2003 22.74 .40 5.73 6.13 Period from 2/21/2002 to 11/30/2002 23.96 .23 (1.13) (.90) Class 529-C: Year ended 11/30/2004 28.50 .41 5.47 5.88 Year ended 11/30/2003 22.74 .41 5.71 6.12 Period from 2/22/2002 to 11/30/2002 23.98 .23 (1.15) (.92) Class 529-E: Year ended 11/30/2004 28.56 .57 5.48 6.05 Year ended 11/30/2003 22.77 .54 5.73 6.27 Period from 3/4/2002 to 11/30/2002 25.12 .31 (2.28) (1.97) Class 529-F: Year ended 11/30/2004 28.59 .65 5.49 6.14 Year ended 11/30/2003 22.80 .61 5.72 6.33 Period from 9/17/2002 to 11/30/2002 21.79 .08 1.07 1.15 FINANCIAL HIGHLIGHTS (1) (continued) Income (loss) from investment operations(2) Net Net asset gains(losses) value, Net on securities Total from beginning investment (both realized investment of period income and unrealized) operations Class R-1: Year ended 11/30/2004 $28.50 $.44 $5.48 $5.92 Year ended 11/30/2003 22.75 .38 5.77 6.15 Period from 6/7/2002 to 11/30/2002 25.08 .14 (2.37) (2.23) Class R-2: Year ended 11/30/2004 28.45 .45 5.45 5.90 Year ended 11/30/2003 22.73 .43 5.71 6.14 Period from 6/7/2002 to 11/30/2002 25.08 .13 (2.35) (2.22) Class R-3: Year ended 11/30/2004 28.53 .57 5.47 6.04 Year ended 11/30/2003 22.77 .50 5.75 6.25 Period from 6/6/2002 to 11/30/2002 25.42 .17 (2.52) (2.35) Class R-4: Year ended 11/30/2004 28.60 .68 5.49 6.17 Year ended 11/30/2003 22.81 .55 5.80 6.35 Period from 6/27/2002 to 11/30/2002 23.78 .20 (1.02) (.82) Class R-5: Year ended 11/30/2004 28.63 .76 5.51 6.27 Year ended 11/30/2003 22.81 .70 5.74 6.44 Period from 5/15/2002 to 11/30/2002 26.11 .30 (3.27) (2.97) FINANCIAL HIGHLIGHTS (1) Dividends and distributions Dividends (from net Distributions Total Net asset investment (from capital dividends and value, end income) gains) distributions of period Class A: Year ended 11/30/2004 $(.73) $(.29) $(1.02) $33.80 Year ended 11/30/2003 (.56) - (.56) 28.62 Year ended 11/30/2002 (.48) - (.48) 22.80 Year ended 11/30/2001 (.50) (3.13) (3.63) 24.29 Year ended 11/30/2000 (.58) (1.98) (2.56) 28.29 Class B: Year ended 11/30/2004 (.51) (.29) (.80) 33.63 Year ended 11/30/2003 (.39) - (.39) 28.50 Year ended 11/30/2002 (.31) - (.31) 22.72 Year ended 11/30/2001 (.31) (3.13) (3.44) 24.21 Period from 3/15/2000 to 11/30/2000 (.27) - (.27) 28.21 Class C: Year ended 11/30/2004 (.50) (.29) (.79) 33.54 Year ended 11/30/2003 (.38) - (.38) 28.43 Year ended 11/30/2002 (.30) - (.30) 22.68 Period from 3/15/2001 to 11/30/2001 (.14) - (.14) 24.18 Class F: Year ended 11/30/2004 (.71) (.29) (1.00) 33.75 Year ended 11/30/2003 (.55) - (.55) 28.59 Year ended 11/30/2002 (.46) - (.46) 22.78 Period from 3/15/2001 to 11/30/2001 (.25) - (.25) 24.27 Class 529-A: Year ended 11/30/2004 (.71) (.29) (1.00) 33.75 Year ended 11/30/2003 (.55) - (.55) 28.59 Period from 2/15/2002 to 11/30/2002 (.40) - (.40) 22.78 Class 529-B: Year ended 11/30/2004 (.46) (.29) (.75) 33.64 Year ended 11/30/2003 (.36) - (.36) 28.51 Period from 2/21/2002 to 11/30/2002 (.32) - (.32) 22.74 Class 529-C: Year ended 11/30/2004 (.46) (.29) (.75) 33.63 Year ended 11/30/2003 (.36) - (.36) 28.50 Period from 2/22/2002 to 11/30/2002 (.32) - (.32) 22.74 Class 529-E: Year ended 11/30/2004 (.61) (.29) (.90) 33.71 Year ended 11/30/2003 (.48) - (.48) 28.56 Period from 3/4/2002 to 11/30/2002 (.38) - (.38) 22.77 Class 529-F: Year ended 11/30/2004 (.69) (.29) (.98) 33.75 Year ended 11/30/2003 (.54) - (.54) 28.59 Period from 9/17/2002 to 11/30/2002 (.14) - (.14) 22.80 FINANCIAL HIGHLIGHTS (1) (continued) Dividends and distributions Dividends (from net Distributions Total Net asset investment (from capital dividends and value, end income) gains) distributions of period Class R-1: Year ended 11/30/2004 $(.50) $(.29) $(.79) $33.63 Year ended 11/30/2003 (.40) - (.40) 28.50 Period from 6/7/2002 to 11/30/2002 (.10) - (.10) 22.75 Class R-2: Year ended 11/30/2004 (.51) (.29) (.80) 33.55 Year ended 11/30/2003 (.42) - (.42) 28.45 Period from 6/7/2002 to 11/30/2002 (.13) - (.13) 22.73 Class R-3: Year ended 11/30/2004 (.61) (.29) (.90) 33.67 Year ended 11/30/2003 (.49) - (.49) 28.53 Period from 6/6/2002 to 11/30/2002 (.30) - (.30) 22.77 Class R-4: Year ended 11/30/2004 (.72) (.29) (1.01) 33.76 Year ended 11/30/2003 (.56) - (.56) 28.60 Period from 6/27/2002 to 11/30/2002 (.15) - (.15) 22.81 Class R-5: Year ended 11/30/2004 (.80) (.29) (1.09) 33.81 Year ended 11/30/2003 (.62) - (.62) 28.63 Period from 5/15/2002 to 11/30/2002 (.33) - (.33) 22.81 FINANCIAL HIGHLIGHTS (1) Ratio of expenses Ratio of expenses to average net to average net Ratio of Net assets, assets before assets after net income Total end of period waiver/ waiver/ to average return (3) (in millions) reimbursement reimbursement (4) net assets Class A: Year ended 11/30/2004 22.21% $25,137 .77% .77% 2.28% Year ended 11/30/2003 28.52 14,703 .81 .81 2.70 Year ended 11/30/2002 (4.22) 10,016 .82 .82 2.22 Year ended 11/30/2001 (1.81) 10,346 .78 .78 2.05 Year ended 11/30/2000 6.37 10,716 .79 .79 2.08 Class B: Year ended 11/30/2004 21.25 1,265 1.55 1.55 1.52 Year ended 11/30/2003 27.52 537 1.58 1.58 1.85 Year ended 11/30/2002 (4.93) 219 1.59 1.59 1.47 Year ended 11/30/2001 (2.57) 126 1.56 1.56 1.21 Period from 3/15/2000 to 11/30/2000 (3.73) 55 1.55 (5) 1.55 (5) 1.45 (5) Class C: Year ended 11/30/2004 21.17 1,836 1.62 1.61 1.46 Year ended 11/30/2003 27.40 615 1.65 1.65 1.71 Year ended 11/30/2002 (4.95) 179 1.65 1.65 1.43 Period from 3/15/2001 to 11/30/2001 (4.08) 50 1.78 (5) 1.78 (5) .73 (5) Class F: Year ended 11/30/2004 22.09 1,243 .86 .85 2.21 Year ended 11/30/2003 28.43 470 .89 .89 2.49 Year ended 11/30/2002 (4.29) 147 .91 .91 2.17 Period from 3/15/2001 to 11/30/2001 (3.45) 47 .92 (5) .92 (5) 1.55 (5) Class 529-A: Year ended 11/30/2004 22.08 272 .86 .85 2.21 Year ended 11/30/2003 28.43 93 .87 .87 2.55 Period from 2/15/2002 to 11/30/2002 (4.61) 28 1.03 (5) 1.03 (5) 2.08 (5) Class 529-B: Year ended 11/30/2004 21.02 44 1.75 1.74 1.32 Year ended 11/30/2003 27.28 18 1.78 1.78 1.64 Period from 2/21/2002 to 11/30/2002 (3.82) 5 1.79 (5) 1.79 (5) 1.31 (5) Class 529-C: Year ended 11/30/2004 21.04 80 1.74 1.73 1.34 Year ended 11/30/2003 27.25 29 1.76 1.76 1.66 Period from 2/22/2002 to 11/30/2002 (3.90) 8 1.77 (5) 1.77 (5) 1.33 (5) Class 529-E: Year ended 11/30/2004 21.67 14 1.21 1.20 1.86 Year ended 11/30/2003 27.97 5 1.23 1.23 2.17 Period from 3/4/2002 to 11/30/2002 (7.88) 1 1.23 (5) 1.23 (5) 1.85 (5) Class 529-F: Year ended 11/30/2004 21.98 6 .96 .95 2.12 Year ended 11/30/2003 28.31 1 .98 .98 2.48 Period from 9/17/2002 to 11/30/2002 5.33 - (6) .20 .20 .39 Financial highlights (1) (continued) Ratio of expenses Ratio of expenses to average net to average net Ratio of Net assets, assets before assets after net income Total end of period waiver/ waiver/ to average return (in millions) reimbursement reimbursement (4) net assets Class R-1: Year ended 11/30/2004 21.18% $17 1.67% 1.64% 1.44% Year ended 11/30/2003 27.43 5 1.78 1.66 1.48 Period from 6/7/2002 to 11/30/2002 (8.85) - (6) 1.41 .80 .66 Class R-2: Year ended 11/30/2004 21.15 201 1.93 1.60 1.47 Year ended 11/30/2003 27.44 57 2.23 1.62 1.72 Period from 6/7/2002 to 11/30/2002 (8.80) 5 .93 .79 .61 Class R-3: Year ended 11/30/2004 21.67 285 1.20 1.19 1.87 Year ended 11/30/2003 27.90 76 1.29 1.24 1.98 Period from 6/6/2002 to 11/30/2002 (9.25) 5 .69 .60 .80 Class R-4: Year ended 11/30/2004 22.10 182 .85 .84 2.22 Year ended 11/30/2003 28.36 25 .90 .89 2.18 Period from 6/27/2002 to 11/30/2002 (3.42) 2 .46 .38 .92 Class R-5: Year ended 11/30/2004 22.49 287 .54 .54 2.48 Year ended 11/30/2003 28.82 110 .56 .56 2.88 Period from 5/15/2002 to 11/30/2002 (11.37) 53 .56 (5) .56 (5) 2.48 (5) Year ended November 30 2004 2003 2002 2001 2000 Portfolio turnover rate for all classes of shares 21% 27% 32% 45% 41% (1) Based on operations for the period shown (unless otherwise noted) and, accordingly, may not be representative of a full year. (2) Based on average shares outstanding. (3) Total returns exclude all sales charges, including contingent deferred sales charges. (4) The ratios in this column reflect the impact, if any, of certain reimbursements/waivers from CRMC. During the year ended 11/30/2004, CRMC reduced fees for investment advisory services for all share classes. In addition, during the start-up period for the retirement plan share classes (except Class R-5), CRMC agreed to pay a portion of the fees related to transfer agent services. (5) Annualized. (6) Amount less than $1 million. See Notes to Financial Statements REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF CAPITAL WORLD GROWTH AND INCOME FUND, INC.: In our opinion, the accompanying statement of assets and liabilities, including the summary investment portfolio, and the related statements of operations and changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Capital World Growth and Income Fund, Inc. (the "Fund") at November 30, 2004, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods presented in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits 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 November 30, 2004 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PriceWaterhouseCoopers LLP Los Angeles, California January 3, 2005 TAX INFORMATION (unaudited) We are required to advise you within 60 days of the fund's fiscal year-end regarding the federal tax status of certain distributions received by shareholders during such fiscal year. The information below is provided for the fund's fiscal year ending November 30, 2004. During the fiscal year ended, the fund paid a long-term capital gain distribution of $129,591,000. The fund also designated as a capital gain distribution a portion of earnings and profits paid to shareholders in redemption of their shares. The fund makes an election under the Internal Revenue Code Section 853 to pass through certain non-U.S. taxes paid by the fund to its shareholders as a foreign tax credit. The amount of foreign tax credit passed through to shareholders for the fiscal year is $60,379,000. Foreign source income earned by the fund for the fiscal year was $513,210,000. Shareholders are entitled to a foreign tax credit or an itemized deduction, at their discretion. Generally, it is more advantageous to claim a credit than to take a deduction. Individual shareholders are eligible for reduced tax rates on qualified dividend income. For purposes of computing the dividends eligible for reduced tax rates, $605,965,000 of the dividends paid by the fund from ordinary income earned during the fiscal year are considered qualified dividend income. Corporate shareholders may exclude up to 70% of qualifying dividends. For purposes of computing this exclusion, $146,383,000 of the dividends paid by the fund from ordinary income earned during the fiscal year represents qualifying dividends. Certain states may exempt from income taxation that portion of dividends paid by the fund from ordinary income that was derived from direct U.S. government obligations. For purposes of computing this exclusion, $924,000 of the dividends paid by the fund from ordinary income earned during the fiscal year was derived from interest on direct U.S. government obligations. Dividends and distributions received by retirement plans such as IRAs, Keogh-type plans and 403(b) plans need not be reported as taxable income. However, many retirement plan trusts may need this information for their annual information reporting. SINCE THE INFORMATION ABOVE IS REPORTED FOR THE FUND'S FISCAL YEAR AND NOT THE CALENDAR YEAR, SHAREHOLDERS SHOULD REFER TO THEIR FORM 1099-DIV OR OTHER TAX INFORMATION WHICH WILL BE MAILED IN JANUARY 2005 TO DETERMINE THE CALENDAR YEAR AMOUNTS TO BE INCLUDED ON THEIR 2004 TAX RETURNS. SHAREHOLDERS SHOULD CONSULT THEIR TAX ADVISERS. EXPENSE EXAMPLE (unaudited) As a shareholder of the fund, you incur two types of costs: (1) transaction costs such as initial sales charges on purchase payments and contingent deferred sales charges on redemptions (loads); and (2) ongoing costs, including management fees; distribution and service (12b-1) fees; and other expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the fund so you can compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2004 through November 30, 2004). ACTUAL EXPENSES: The first line of each share class in the table on the next page provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses paid during period" to estimate the expenses you paid on your account during this period. There are some account fees that are charged to certain types of accounts, such as Individual Retirement Accounts and CollegeAmerica accounts (generally, a $10 fee is charged to set up the account and an additional $10 fee is charged to the account annually) that would increase the amount of expenses paid on your account. In addition, retirement plan participants may be subject to certain fees charged by the plan sponsor, and Class F and Class 529-F shareholders may be subject to fees charged by financial intermediaries, typically ranging from 0.50% to 3.00% of assets annually depending on services offered. You can estimate the impact of these fees by adding the amount of the fees to the total estimated expenses you paid on your account during the period as calculated above. In addition, your ending account value would also be lower by the amount of these fees. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES: The second line of each share class in the table on the next page provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio for the share class and an assumed rate of return of 5.00% per year before expenses, which is not the actual return of the share class. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the fund and other funds. To do so, compare this 5.00% hypothetical example with the 5.00% hypothetical examples that appear in the shareholder reports of the other funds. There are some account fees that are charged to certain shareholders, such as Individual Retirement Accounts and CollegeAmerica accounts (generally, a $10 fee is charged to set up the account and an additional $10 fee is charged to the account annually) that would increase the amount of expenses paid on your account. In addition, retirement plan participants may be subject to certain fees charged by the plan sponsor, and Class F and Class 529-F shareholders may be subject to fees charged by financial intermediaries, typically ranging from 0.50% to 3.00% of assets annually depending on services offered. You can estimate the impact of these fees by adding the amount of the fees to the total estimated expenses you paid on your account during the period as calculated above. In addition, your ending account value would also be lower by the amount of these fees. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the second line of each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. Beginning account Ending account Expenses paid Annualized value 6/1/2004 value 11/30/2004 during period(1) expense ratio Class A -- actual return $ 1,000.00 $1,132.87 $3.89 .73% Class A -- assumed 5% return 1,000.00 1,021.35 3.69 .73 Class B -- actual return 1,000.00 1,128.29 8.19 1.54 Class B -- assumed 5% return 1,000.00 1,017.30 7.77 1.54 Class C -- actual return 1,000.00 1,127.68 8.51 1.60 Class C -- assumed 5% return 1,000.00 1,017.00 8.07 1.60 Class F -- actual return 1,000.00 1,132.25 4.42 .83 Class F -- assumed 5% return 1,000.00 1,020.85 4.19 .83 Class 529-A -- actual return 1,000.00 1,132.35 4.37 .82 Class 529-A -- assumed 5% return 1,000.00 1,020.90 4.14 .82 Class 529-B -- actual return 1,000.00 1,127.28 9.20 1.73 Class 529-B -- assumed 5% return 1,000.00 1,016.35 8.72 1.73 Class 529-C -- actual return 1,000.00 1,127.41 9.15 1.72 Class 529-C -- assumed 5% return 1,000.00 1,016.40 8.67 1.72 Class 529-E -- actual return 1,000.00 1,130.23 6.34 1.19 Class 529-E -- assumed 5% return 1,000.00 1,019.05 6.01 1.19 Class 529-F -- actual return 1,000.00 1,131.77 5.01 .94 Class 529-F -- assumed 5% return 1,000.00 1,020.30 4.75 .94 Class R-1 -- actual return 1,000.00 1,127.75 8.67 1.63 Class R-1 -- assumed 5% return 1,000.00 1,016.85 8.22 1.63 Class R-2 -- actual return 1,000.00 1,127.88 8.46 1.59 Class R-2 -- assumed 5% return 1,000.00 1,017.05 8.02 1.59 Class R-3 -- actual return 1,000.00 1,130.44 6.18 1.16 Class R-3 -- assumed 5% return 1,000.00 1,019.20 5.86 1.16 Class R-4 -- actual return 1,000.00 1,131.97 4.42 .83 Class R-4 -- assumed 5% return 1,000.00 1,020.85 4.19 .83 Class R-5 -- actual return 1,000.00 1,133.99 2.83 .53 Class R-5 -- assumed 5% return 1,000.00 1,022.35 2.68 .53 (1) Expenses are equal to the annualized expense ratio, multiplied by the average account value over the period, multiplied by the number of days in the period (183), and divided by 366 (to reflect the one-half year period). BOARD OF DIRECTORS AND OTHER OFFICERS "NON-INTERESTED" DIRECTORS YEAR FIRST ELECTED A DIRECTOR NAME AND AGE OF THE FUND(1) PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS H. Frederick Christie, 71 1993 Private investor; former President and CEO, The Mission Group (non-utility holding company, subsidiary of Southern California Edison Company) Merit E. Janow, 46 2001 Professor, Columbia University, School of International and Public Affairs Mary Myers Kauppila, 50 1993 Private investor; Chairman of the Board and CEO, Ladera Management Company (venture capital and agriculture); former owner and President, Energy Investment, Inc. Gail L. Neale, 69 1993 President, The Lovejoy Consulting Group, Inc. (a pro bono consulting group advising nonprofit organizations) Robert J. O'Neill, Ph.D., 68 1993 Deputy Chairman of the Council and Chairman of the International Advisory Panel, Graduate School of Government, University of Sydney, Australia; Member of the Board of Directors, The Lowy Institute for International Policy Studies, Sydney, Australia; Chairman of the Council, Australian Strategic Policy Institute; former Chichele Professor of the History of War and Fellow, All Souls College, University of Oxford; former Chairman of the Council, International Institute for Strategic Studies Donald E. Petersen, 78 1993 Retired; former Chairman of the Board and CEO, Ford Motor Company Stefanie Powers, 62 1993-1996 Actor, Producer; Co-founder and President of The 1997 William Holden Wildlife Foundation; conservation consultant to Land Rover and Jaguar North America; author of The Jaguar Conservation Trust Steadman Upham, 55 2001 President and Professor of Anthropology, The University of Tulsa; former President and Professor of Archaeology, Claremont Graduate University Charles Wolf, Jr., Ph.D., 80 1993 Senior Economic Adviser and Corporate Fellow in International Economics, The RAND Corporation; former Dean, The RAND Graduate School "NON-INTERESTED" DIRECTORS NUMBER OF PORTFOLIOS IN FUND COMPLEX(2) OVERSEEN BY NAME AND AGE DIRECTOR OTHER DIRECTORSHIPS(3) HELD BY DIRECTOR H. Frederick Christie, 71 19 Ducommun Incorporated; IHOP Corporation; Southwest Water Company; Valero L.P. Merit E. Janow, 46 2 None Mary Myers Kauppila, 50 5 None Gail L. Neale, 69 5 None Robert J. O'Neill, Ph.D., 68 3 None Donald E. Petersen, 78 2 None Stefanie Powers, 62 2 None Steadman Upham, 55 2 None Charles Wolf, Jr., Ph.D., 80 2 None "INTERESTED" DIRECTORS(4) YEAR FIRST ELECTED A DIRECTOR OR PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND NAME, AGE AND OFFICER OF POSITIONS HELD WITH AFFILIATED ENTITIES OR THE PRINCIPAL POSITION WITH FUND THE FUND(1) UNDERWRITER OF THE FUND Gina H. Despres, 63 1999 Senior Vice President, Capital Research and Chairman of the Board Management Company; Vice President, Capital Strategy Research, Inc.(5) Paul G. Haaga, Jr., 56 1993 Executive Vice President and Director, Capital Research and Management Vice Chairman of the Board Company; Director, The Capital Group Companies, Inc.(5) "INTERESTED" DIRECTORS(4) NUMBER OF PORTFOLIOS IN FUND COMPLEX(2) NAME, AGE AND OVERSEEN BY POSITION WITH FUND DIRECTOR OTHER DIRECTORSHIPS(3) HELD BY DIRECTOR Gina H. Despres, 63 4 None Chairman of the Board Paul G. Haaga, Jr., 56 17 None Vice Chairman of the Board FOUNDING DIRECTOR EMERITUS Frank Stanton, 96 Retired; former President, CBS Inc. (1946-1973) THE STATEMENT OF ADDITIONAL INFORMATION INCLUDES ADDITIONAL INFORMATION ABOUT FUND DIRECTORS AND IS AVAILABLE WITHOUT CHARGE UPON REQUEST BY CALLING AMERICAN FUNDS SERVICE COMPANY AT 800/421-0180. THE ADDRESS FOR ALL DIRECTORS AND OFFICERS OF THE FUND IS 333 SOUTH HOPE STREET, LOS ANGELES, CA 90071, ATTENTION: FUND SECRETARY. OTHER OFFICERS YEAR FIRST ELECTED AN PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND NAME, AGE AND OFFICER OF POSITIONS HELD WITH AFFILIATED ENTITIES OR THE PRINCIPAL POSITION WITH FUND THE FUND(1) UNDERWRITER OF THE FUND Stephen E. Bepler, 62 1993 Senior Vice President, Capital Research Company(5) President Gregg E. Ireland, 55 1999 Senior Vice President, Capital Research and Executive Vice President Management Company Mark E. Denning, 47 1993 Director, Capital Research and Management Senior Vice President Company; Director, The Capital Group Companies, Inc.;(5) Senior Vice President, Capital Research Company(5) Jeanne K. Carroll, 56 2001 Senior Vice President, Capital Research Company(5) Vice President Carl M. Kawaja, 40 1997 Senior Vice President, Capital Research Company;(5) Vice President Director, Capital International, Inc.(5) Andrew B. Suzman, 37 2003 Executive Vice President and Director, Capital Vice President Research Company;(5) Director, Capital International Research, Inc.(5) Steven T. Watson, 49 2001 Senior Vice President and Director, Capital Vice President Research Company(5) Vincent P. Corti, 48 1993 Vice President -- Fund Business Management Secretary Group, Capital Research and Management Company Jeffrey P. Regal, 33 2003 Vice President -- Fund Business Management Treasurer Group, Capital Research and Management Company Sheryl F. Johnson, 36 2003 Vice President -- Fund Business Management Assistant Treasurer Group, Capital Research and Management Company (1) Directors and officers of the fund serve until their resignation, removal or retirement. (2) Capital Research and Management Company manages the American Funds, consisting of 29 funds. Capital Research and Management Company also manages American Funds Insurance Series,(R) which serves as the underlying investment vehicle for certain variable insurance contracts, and Endowments, whose shareholders are limited to certain nonprofit organizations. (3) This includes all directorships (other than those in the American Funds) that are held by each Director as a director of a public company or a registered investment company. (4) "Interested persons" within the meaning of the 1940 Act, on the basis of their affiliation with the fund's investment adviser, Capital Research and Management Company, or affiliated entities (including the fund's principal underwriter). (5) Company affiliated with Capital Research and Management Company. OFFICES OFFICES OF THE FUND AND OF THE INVESTMENT ADVISER Capital Research and Management Company 333 South Hope Street Los Angeles, CA 90071-1406 135 South State College Boulevard Brea, CA 92821-5823 TRANSFER AGENT FOR SHAREHOLDER ACCOUNTS American Funds Service Company (Please write to the address nearest you.) P.O. Box 25065 Santa Ana, CA 92799-5065 P.O. Box 659522 San Antonio, TX 78265-9522 P.O. Box 6007 Indianapolis, IN 46206-6007 P.O. Box 2280 Norfolk, VA 23501-2280 CUSTODIAN OF ASSETS JPMorgan Chase Bank 270 Park Avenue New York, NY 10017-2070 COUNSEL O'Melveny & Myers LLP 400 South Hope Street Los Angeles, CA 90071-2899 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PricewaterhouseCoopers LLP 350 South Grand Avenue Los Angeles, CA 90071-2889 PRINCIPAL UNDERWRITER American Funds Distributors, Inc. 333 South Hope Street Los Angeles, CA 90071-1406 There are several ways to invest in Capital World Growth and Income Fund. Class A shares are subject to a 5.75% maximum up-front sales charge that declines for accounts (and aggregated investments) of $25,000 or more and is eliminated for purchases of $1 million or more. Other share classes, which are generally not available for certain employer-sponsored retirement plans, have no up-front sales charges but are subject to additional annual expenses and fees. Annual expenses for Class B shares were 0.78 percentage points higher than for Class A shares; Class B shares convert to Class A shares after eight years of ownership. If redeemed within six years, Class B shares may also be subject to a contingent deferred sales charge ("CDSC") of up to 5% that declines over time. Class C shares were subject to annual expenses 0.84 percentage points higher than those for Class A shares and a 1% CDSC if redeemed within the first year after purchase. Class C shares convert to Class F shares after 10 years. Class F shares, which are available only through certain fee-based programs offered by broker-dealer firms and registered investment advisers, had higher annual expenses (by 0.08 percentage points) than did Class A shares, and an annual asset-based fee charged by the sponsoring firm. Expenses are deducted from income earned by the fund. As a result, dividends and investment results will differ for each share class. INVESTORS SHOULD CAREFULLY CONSIDER THE INVESTMENT OBJECTIVES, RISKS, CHARGES AND EXPENSES OF THE AMERICAN FUNDS AND COLLEGEAMERICA. THIS AND OTHER IMPORTANT INFORMATION IS CONTAINED IN THE FUND'S PROSPECTUS AND THE COLLEGEAMERICA PROGRAM DESCRIPTION, WHICH CAN BE OBTAINED FROM YOUR FINANCIAL ADVISER AND SHOULD BE READ CAREFULLY BEFORE INVESTING. YOU MAY ALSO CALL AMERICAN FUNDS SERVICE COMPANY (AFS) AT 800/421-0180 OR VISIT THE AMERICAN FUNDS WEBSITE AT AMERICANFUNDS.COM. "AMERICAN FUNDS PROXY VOTING GUIDELINES" -- WHICH DESCRIBES HOW WE VOTE PROXIES RELATING TO PORTFOLIO SECURITIES -- IS AVAILABLE FREE OF CHARGE ON THE U.S. SECURITIES AND EXCHANGE COMMISSION (SEC) WEBSITE AT WWW.SEC.GOV, ON THE AMERICAN FUNDS WEBSITE OR UPON REQUEST BY CALLING AFS. THE FUND'S PROXY VOTING RECORD FOR THE 12 MONTHS ENDED JUNE 30, 2004, IS ALSO AVAILABLE ON THE SEC AND AMERICAN FUNDS WEBSITES. A complete portfolio of Capital World Growth and Income Fund's investments is available free of charge on the SEC website or upon request by calling AFS. Capital World Growth and Income Fund files a complete list of its portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available free of charge on the SEC website or upon request by calling AFS. You may also review or, for a fee, copy the forms at the SEC's Public Reference Room in Washington, D.C. (800/SEC-0330). This report is for the information of shareholders of Capital World Growth and Income Fund, but it may also be used as sales literature when preceded or accompanied by the current prospectus, which gives details about charges, expenses, investment objectives and operating policies of the fund. If used as sales material after March 31, 2005, this report must be accompanied by an American Funds statistical update for the most recently completed calendar quarter. [logo - American Funds(R)] The right choice for the long term(R) WHAT MAKES AMERICAN FUNDS DIFFERENT? For more than 70 years, we have followed a consistent philosophy that we firmly believe is in our investors' best interests. The range of opportunities offered by our family of just 29 carefully conceived, broadly diversified funds has attracted over 25 million shareholder accounts. OUR UNIQUE COMBINATION OF STRENGTHS INCLUDES THESE FIVE FACTORS: o A LONG-TERM, VALUE-ORIENTED APPROACH Rather than follow fads, we pursue a consistent strategy, focusing on each investment's long-term potential. o AN UNPARALLELED GLOBAL RESEARCH EFFORT American Funds draws on one of the industry's most globally integrated research networks. o THE MULTIPLE PORTFOLIO COUNSELOR SYSTEM Every American Fund is divided among a number of portfolio counselors. Each takes responsibility for a portion independently, within each fund's objectives; in most cases, research analysts manage a portion as well. Over time this method has contributed to a consistency of results and continuity of management. o EXPERIENCED INVESTMENT PROFESSIONALS The recent market decline was not the first for most of the portfolio counselors who serve the American Funds. More than half of them were in the investment business before the sharp market decline of 1987. o A COMMITMENT TO LOW OPERATING EXPENSES American Funds' operating expenses are among the lowest in the mutual fund industry. Our portfolio turnover rates are low as well, keeping transaction costs and tax consequences contained. 29 MUTUAL FUNDS, CONSISTENT PHILOSOPHY, CONSISTENT RESULTS o GROWTH FUNDS Emphasis on long-term growth through stocks AMCAP Fund(R) EuroPacific Growth Fund(R) The Growth Fund of America(R) The New Economy Fund(R) New Perspective Fund(R) New World Fund(SM) SMALLCAP World Fund(R) o GROWTH-AND-INCOME FUNDS Emphasis on long-term growth and dividends through stocks American Mutual Fund(R) > Capital World Growth and Income Fund(SM) Fundamental Investors(SM) The Investment Company of America(R) Washington Mutual Investors Fund(SM) o EQUITY-INCOME FUNDS Emphasis on above-average income and growth through stocks and/or bonds Capital Income Builder(R) The Income Fund of America(R) o BALANCED FUND Emphasis on long-term growth and current income through stocks and bonds American Balanced Fund(R) o BOND FUNDS Emphasis on current income through bonds American High-Income Trust(SM) The Bond Fund of America(SM) Capital World Bond Fund(R) Intermediate Bond Fund of America(R) U.S. Government Securities Fund(SM) o TAX-EXEMPT BOND FUNDS Emphasis on tax-free current income through municipal bonds American High-Income Municipal Bond Fund(R) Limited Term Tax-Exempt Bond Fund of America(SM) The Tax-Exempt Bond Fund of America(R) STATE-SPECIFIC TAX-EXEMPT FUNDS The Tax-Exempt Fund of California(R) The Tax-Exempt Fund of Maryland(R) The Tax-Exempt Fund of Virginia(R) o MONEY MARKET FUNDS The Cash Management Trust of America(R) The Tax-Exempt Money Fund of America(SM) The U.S. Treasury Money Fund of America(SM) THE CAPITAL GROUP COMPANIES American Funds Capital Research and Management Capital International Capital Guardian Capital Bank and Trust Lit. No. MFGEAR-933-0105P Litho in USA WG/CG/8072-S1924 Printed on recycled paper ITEM 2 - Code of Ethics The Registrant has adopted a Code of Ethics that applies to its Principal Executive Officer and Principal Financial Officer. The Registrant undertakes to provide to any person without charge, upon request, a copy of the Code of Ethics. Such request can be made to American Funds Service Company at 800/421-0180 or to the Secretary of the Registrant, 333 South Hope Street, Los Angeles, California 90071. ITEM 3 - Audit Committee Financial Expert The Registrant's Board has determined that Steadman Upham, a member of the Registrant's Audit Committee, is an "audit committee financial expert" and "independent," as such terms are defined in this Item. This designation will not increase the designee's duties, obligations or liability as compared to his duties, obligations and liability as a member of the Audit Committee and of the Board; nor will it reduce the responsibility of the other Audit Committee members. There may be other individuals who, through education or experience, would qualify as "audit committee financial experts" if the Board had designated them as such. Most importantly, the Board believes each member of the Audit Committee contributes significantly to the effective oversight of the Registrant's financial statements and condition. ITEM 4 - Principal Accountant Fees and Services Fees billed by the Registrant's auditors for each of the last two fiscal years, including fees for non-audit services billed to the adviser and affiliates for engagements that relate directly to the operations and financial reporting of the Registrant, and a description of the nature of the services comprising the fees, are listed below: Registrant: a) Audit Fees: 2003 $65,000 2004 $73,000 b) Audit- Related Fees: 2003 none 2004 none c) Tax Fees: 2003 $10,000 2004 $10,000 The tax fees consist of professional services relating to the preparation of the Registrant's tax returns including returns relating to the registrant's investments in non-U.S. jurisdictions. d) All Other Fees: 2003 none 2004 none Adviser and affiliates (includes only fees for non-audit services billed to the adviser and affiliates for engagements that relate directly to the operations and financial reporting of the Registrant and were subject to the pre-approval policies described below): b) Audit- Related Fees: 2003 none 2004 none c) Tax Fees: 2003 none 2004 none d) All Other Fees: 2003 none 2004 none The Registrant's Audit Committee will pre-approve all audit and permissible non-audit services that the Committee considers compatible with maintaining the auditors' independence. The pre-approval requirement will extend to all non-audit services provided to the Registrant, the investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Registrant, if the engagement relates directly to the operations and financial reporting of the registrant. The Committee will not delegate its responsibility to pre-approve these services to the investment adviser. The Committee may delegate to one or more Committee members the authority to review and pre-approve audit and permissible non-audit services. Actions taken under any such delegation will be reported to the full Committee at its next meeting. The pre-approval requirement is waived with respect to non-audit services if certain conditions are met. The pre-approval requirement was not waived for any of the services listed above under paragraphs b, c and d. Aggregate non-audit fees paid to the Registrant's auditors, including fees for all services billed to the Registrant and the adviser and affiliates that provide ongoing services to the Registrant were $10,000 for fiscal year 2003 and $10,000 for fiscal year 2004. The non-audit services represented by these amounts were brought to the attention of the Committee and considered to be compatible with maintaining the auditors' independence. ITEM 5 - Audit Committee of Listed Registrants Not applicable. ITEM 6 - Schedule of Investments [logo - American Funds (r)] CAPITAL WORLD GROWTH AND INCOME FUND INVESTMENT PORTFOLIO November 30, 2004 Market value COMMON STOCKS -- 86.97% Shares (000) FINANCIALS -- 17.36% HSBC Holdings PLC (United Kingdom) 17,588,049 $299,488 HSBC Holdings PLC (Hong Kong) 2,749,236 47,028 Lloyds TSB Group PLC 33,015,000 265,788 Societe Generale 2,560,000 247,098 ING Groep NV 8,771,575 241,236 Fortis 9,084,100 239,452 Bank Austria Creditanstalt 2,517,406 214,056 J.P. Morgan Chase & Co. 5,300,000 199,545 ABN AMRO Holding NV 7,058,458 173,303 Shinhan Financial Group Co., Ltd. 8,155,100 170,806 Royal Bank of Scotland Group PLC 4,655,000 143,050 Bank of America Corp. 2,955,300 136,742 Fubon Financial Holding Co., Ltd. 136,046,000 136,468 Mitsui Sumitomo Insurance Co., Ltd. 14,509,000 127,855 PartnerRe Holdings Ltd. 2,070,000 126,725 Washington Mutual, Inc. 3,030,000 123,351 UFJ Holdings, Inc.(1) 23,000 121,875 Allied Capital Corp. 3,798,000 104,901 Willis Group Holdings Ltd. 2,750,000 104,087 Sompo Japan Insurance Inc. 10,744,000 102,810 DnB NOR ASA 10,680,600 100,663 National Savings and Commercial Bank Ltd. (GDR) 1,550,000 89,125 Allstate Corp. 1,700,000 85,850 Deutsche Borse AG 1,350,000 79,905 Cathay Financial Holding Co., Ltd. 39,000,000 75,093 St. George Bank Ltd. 3,502,460 65,314 Hongkong Land Holdings Ltd. 25,421,800 64,826 NIPPONKOA Insurance Co., Ltd. 10,072,000 60,800 Berkshire Hathaway Inc., Class A(1) 718 60,097 Credit Agricole SA 2,000,000 59,202 Fannie Mae 840,000 57,708 Marsh & McLennan Companies, Inc. 2,000,000 57,180 Chubb Corp. 750,000 57,157 Swire Pacific Ltd., Class A 7,000,000 56,269 Hang Lung Group Ltd. 27,537,000 51,709 Westpac Banking Corp. 3,595,111 51,490 ICICI Bank Ltd. 6,569,700 50,170 Hang Lung Properties Ltd. 30,762,000 48,071 Unibail Holding 304,000 43,136 Skandinaviska Enskilda Banken AB, Class A 2,180,000 41,518 Freddie Mac 600,000 40,956 ForeningsSparbanken AB, Class A 1,600,000 39,399 Millea Holdings, Inc. 2,766 38,924 Developers Diversified Realty Corp. 900,000 38,745 Bank of Nova Scotia 1,200,000 37,787 Wachovia Corp. 724,000 37,467 U.S. Bancorp 1,200,000 35,556 Hysan Development Co. Ltd. 16,918,847 34,381 Nippon Building Fund, Inc. 3,850 33,590 QBE Insurance Group Ltd. 2,950,970 31,801 Wells Fargo & Co. 500,000 30,885 Chinatrust Financial Holding Co. Ltd. 26,331,099 30,093 Kimco Realty Corp. 525,000 29,862 Brascan Corp., Class A 785,000 28,064 Royal Bank of Canada 518,400 27,236 XL Capital Ltd., Class A 355,000 26,753 Genworth Financial, Inc., Class A 1,000,000 26,300 Aioi Insurance Co. Ltd. 5,561,000 24,556 Malayan Banking Bhd. 7,535,300 23,796 American International Group, Inc. 370,000 23,439 Sun Life Financial Inc. 726,480 23,329 National Australia Bank Ltd. 1,000,000 21,676 Erste Bank der oesterreichischen Sparkassen AG 380,000 19,331 Japan Real Estate Investment Corp. 2,241 18,617 Fairfax Financial Holdings Ltd. 111,000 18,477 HBOS PLC 1,087,214 15,220 Bank of the Philippine Islands 14,403,696 13,092 Deutsche Bank AG 60,000 5,082 HKR International Ltd. 4,824,800 2,560 Security Capital European Realty(1),(2),(3) 82,516 1,395 5,359,316 CONSUMER DISCRETIONARY -- 10.47% Continental AG 4,404,650 268,315 Daito Trust Construction Co., Ltd. 4,596,700 207,886 Toyota Motor Corp. 4,500,000 168,575 Yamada Denki Co., Ltd. 3,766,000 161,546 Lowe's Companies, Inc. 2,575,000 142,475 Publishing & Broadcasting Ltd. 10,565,000 127,727 InterContinental Hotels Group PLC 9,823,267 125,124 Target Corp. 2,327,500 119,215 Daimaru, Inc. 13,518,000 113,087 Time Warner Inc.(1) 6,180,000 109,448 Reuters Group PLC 13,736,600 100,808 Harrah's Entertainment, Inc. 1,620,000 99,468 Bayerische Motoren Werke AG 2,355,000 99,435 Kingfisher PLC 17,280,197 95,110 Carnival Corp., units 1,760,000 93,298 Dixons Group PLC 32,882,596 91,592 News Corp. Inc., Class A 2,960,191 52,366 News Corp. Inc., Class B 1,755,003 31,748 Pearson PLC 6,954,000 81,599 Volkswagen AG, nonvoting preferred 2,000,000 65,473 Kesa Electricals PLC 15,105,010 78,086 Limited Brands, Inc. 3,107,517 75,948 Rank Group PLC 12,500,000 72,502 Fairmont Hotels & Resorts Inc. 1,750,000 54,285 TJX Companies, Inc. 2,200,000 51,788 Suzuki Motor Corp. 2,865,000 51,689 Makita Corp. 3,335,000 51,494 Hyundai Motor Co., nonvoting preferred, Series (2) 1,757,190 50,301 Fuji Heavy Industries Ltd. 10,869,000 50,210 John Fairfax Holdings Ltd. 15,223,960 50,100 Honda Motor Co., Ltd. 1,005,000 48,085 Li & Fung Ltd. 22,026,000 36,828 DaimlerChrysler AG 784,200 35,060 Best Buy Co., Inc. 500,000 28,190 Gap, Inc. 1,100,000 24,035 CarMax, Inc.(1) 850,000 23,672 Comcast Corp., Class A(1) 700,000 21,028 LG Electronics Inc. 340,000 20,536 Mediaset SpA 1,400,000 16,943 Metropole Television 615,000 15,933 General Motors Corp. 375,000 14,471 Sony Corp. 135,400 4,928 TI Automotive Ltd., Class A(1),(3) 1,068,000 -- 3,230,407 CONSUMER STAPLES -- 9.85% Altria Group, Inc. 10,257,000 589,675 Unilever NV 2,525,000 158,712 Unilever NV (New York registered) 2,478,000 156,114 Diageo PLC 22,350,000 312,660 Nestle SA 933,000 239,577 Imperial Tobacco Group PLC 7,191,413 187,324 Foster's Group Ltd. 44,635,814 186,198 Reynolds American Inc. 1,900,000 143,697 Nissin Food Products Co., Ltd. 4,986,500 123,888 Gallaher Group PLC 7,650,000 106,214 Kimberly-Clark de Mexico, SA de CV, Class A, ordinary participation certificates 28,746,100 95,935 Orkla AS 2,985,714 92,094 Altadis, SA 2,240,000 91,425 Loblaw Companies Ltd. 1,440,000 82,651 Woolworths Ltd. 5,591,041 64,786 Swedish Match AB 5,500,550 62,404 Uni-Charm Corp. 1,305,000 60,412 Groupe Danone 593,000 52,826 Fomento Economico Mexicano, SA de CV (ADR) 1,053,700 50,346 Coca-Cola Co. 1,150,000 45,206 UST Inc. 655,900 28,879 Koninklijke Ahold NV(1) 3,590,000 26,424 Unilever PLC 2,100,000 19,224 SABMiller PLC 850,716 14,315 Procter & Gamble Co. 225,000 12,033 Royal Numico NV(1) 310,000 11,038 KT&G Corp. 330,980 10,548 Coca-Cola HBC SA 352,182 8,684 AEON CO., LTD. 188,200 3,176 Wolverhampton & Dudley Breweries, PLC 164,256 2,871 3,039,336 TELECOMMUNICATION SERVICES -- 9.69% Vodafone Group PLC 156,000,000 423,347 France Telecom, SA 9,516,000 298,753 Chunghwa Telecom Co., Ltd. 64,829,000 128,853 Chunghwa Telecom Co., Ltd. (ADR) 4,335,000 90,385 Portugal Telecom, SGPS, SA 16,803,550 198,694 KT Corp. (ADR) 6,865,120 148,630 KT Corp. 859,940 34,709 Telekom Austria AG 8,949,197 152,191 Telefonica, SA 7,498,120 131,698 Telecom Italia SpA, nonvoting 44,856,571 123,722 Royal KPN NV 14,194,600 123,149 TDC A/S 2,661,165 109,127 Perusahaan Perseroan (Persero) PT Telekomunikasi Indonesia Tbk, Class B 196,175,000 108,708 Swisscom AG 259,389 101,845 SBC Communications Inc. 4,000,000 100,680 Telefonos de Mexico, SA de CV, Class L (ADR) 2,741,737 95,988 America Movil SA de CV, Series L (ADR) 1,998,400 93,345 Advanced Info Service PCL 36,520,100 90,883 Verizon Communications Inc. 2,150,000 88,644 BT Group PLC 15,000,000 55,756 COSMOTE Mobile Telecommunications SA 2,729,270 49,388 China Unicom Ltd. 54,134,600 41,775 BellSouth Corp. 1,554,000 41,678 Sprint Corp. -- FON Group 1,800,000 41,058 Eircom Group PLC(1) 16,149,984 36,477 KDDI Corp. 7,200 35,497 Deutsche Telekom AG(1) 1,265,000 26,857 Telecom Corp. of New Zealand Ltd. 2,400,000 10,368 BCE Inc. 336,865 8,183 2,990,388 MATERIALS -- 8.67% Cia. Vale do Rio Doce, Class A, preferred nominative 9,854,400 202,661 Cia. Vale do Rio Doce, ordinary nominative (ADR) 2,671,000 66,294 Barrick Gold Corp. 9,449,100 232,353 Dow Chemical Co. 4,250,000 214,497 BASF AG 2,840,000 191,076 AngloGold Ashanti Ltd. 4,650,000 187,437 Phelps Dodge Corp. 1,500,000 145,695 Freeport-McMoRan Copper & Gold Inc., Class B 3,569,800 139,686 Potash Corp. of Saskatchewan Inc. 1,600,000 122,528 Norske Skogindustrier ASA, Class A 4,870,000 103,323 L'Air Liquide 554,500 95,846 Gold Fields Ltd. 6,500,000 92,256 Formosa Chemicals & Fibre Corp. 48,200,000 89,814 Newcrest Mining Ltd. 6,000,000 81,020 James Hardie Industries Ltd. 17,450,000 78,050 Formosa Plastics Corp. 47,400,000 75,811 Georgia-Pacific Corp., Georgia-Pacific Group 1,998,300 73,158 UPM-Kymmene Corp. 2,784,000 62,695 Impala Platinum Holdings Ltd. 702,389 60,155 Lyondell Chemical Co.(1) 1,820,500 51,083 DSM NV 834,828 50,200 POSCO 256,730 47,892 Nan Ya Plastics Corp. 26,200,000 37,673 Weyerhaeuser Co. 540,000 35,640 Sonoco Products Co. 1,200,000 34,128 International Paper Co. 600,000 24,912 Smurfit-Stone Container Corp.(1) 974,200 17,497 Stora Enso Oyj (ADR) 1,086,300 17,261 Sappi Ltd. 1,239,000 16,845 M-real Oyj, Class B 2,369,500 15,426 Yara International ASA(1) 1,131,800 14,546 2,677,458 ENERGY -- 7.20% "Shell" Transport and Trading Co., PLC 37,390,000 314,407 Royal Dutch Petroleum Co. (New York registered) 3,280,000 187,813 "Shell" Transport and Trading Co., PLC (ADR) (New York registered) 1,325,000 67,071 Royal Dutch Petroleum Co. 887,000 50,792 TOTAL SA 940,000 205,691 TOTAL SA (ADR) 250,000 27,400 ENI SpA 6,415,000 157,402 Husky Energy Inc. 5,165,000 150,684 Norsk Hydro ASA 1,665,900 136,346 SK Corp. 1,810,400 114,186 Petroleo Brasileiro SA -- Petrobras, ordinary nominative (ADR) 1,550,000 59,148 Petroleo Brasileiro SA -- Petrobras, preferred nominative (ADR) 1,560,000 53,789 Oil & Natural Gas Corp. Ltd. 5,858,000 107,298 Shell Canada Ltd. 1,425,300 95,092 Petro-Canada 1,533,000 87,499 Canadian Oil Sands Trust(2) 1,100,000 59,413 Canadian Oil Sands Trust 30,041 1,623 Sunoco, Inc. 658,900 54,399 Reliance Industries Ltd. 4,367,000 50,752 Williams Companies, Inc. 2,815,000 46,926 Exxon Mobil Corp. 800,000 41,000 Kinder Morgan, Inc. 516,590 35,800 Marathon Oil Corp. 670,000 26,425 IHC Caland NV 418,259 25,579 Sasol Ltd. 1,100,000 21,947 Schlumberger Ltd. 300,000 19,689 Unocal Corp. 320,000 14,733 Enbridge Inc. 230,000 11,135 2,224,039 HEALTH CARE -- 5.76% Novo Nordisk A/S, Class B 4,966,000 263,823 AstraZeneca PLC (Sweden) 6,399,800 251,859 Sanofi-Aventis 3,204,900 241,217 Fresenius Medical Care AG 2,050,000 159,877 Fresenius Medical Care AG, preferred 1,300,000 72,386 Bristol-Myers Squibb Co. 4,540,000 106,690 Merck KGaA 1,791,000 103,723 Eli Lilly and Co. 1,550,000 82,661 Kuraya Sanseido Inc. 8,397,600 77,831 Forest Laboratories, Inc.(1) 1,865,000 72,679 CIGNA Corp. 900,000 63,018 Pfizer Inc 2,235,000 62,066 Shionogi & Co., Ltd. 4,494,000 60,536 HCA Inc. 1,180,000 46,516 Sepracor Inc.(1) 1,000,000 44,510 Ranbaxy Laboratories Ltd. 1,665,000 41,979 ALTANA AG 508,600 27,813 1,779,184 INDUSTRIALS -- 4.50% Sandvik AB 6,162,500 249,397 Wesfarmers Ltd. 6,435,000 189,894 General Electric Co. 3,800,000 134,368 Singapore Technologies Engineering Ltd. 92,500,000 119,734 Qantas Airways Ltd. 39,605,128 109,530 Atlas Copco AB, Class A 2,240,000 98,652 Tyco International Ltd. 2,500,000 84,925 3M Co. 975,000 77,600 Multiplex Group 15,241,585 53,101 Furukawa Electric Co., Ltd.(1) 9,900,000 49,096 Brambles Industries Ltd. 6,600,000 35,944 United Parcel Service, Inc., Class B 410,000 34,502 Vedior NV 2,000,000 33,534 FANUC LTD 400,000 24,961 Tostem Inax Holding Corp. 1,300,000 22,899 Asahi Diamond Industrial Co., Ltd.(4) 3,950,000 21,429 Brambles Industries PLC 4,000,000 19,952 Singapore Post Private Ltd. 32,160,000 16,789 Fluor Corp. 257,900 13,385 Ainax AB(1) 1,251 50 1,389,742 INFORMATION TECHNOLOGY -- 4.34% ASML Holding NV (New York registered)(1) 5,105,000 77,851 ASML Holding NV(1) 4,868,000 74,636 Sun Microsystems, Inc.(1) 20,500,000 113,775 Murata Manufacturing Co., Ltd. 2,116,000 110,482 Taiwan Semiconductor Manufacturing Co. Ltd. 69,976,131 102,791 Hewlett-Packard Co. 5,130,000 102,600 Xerox Corp.(1) 6,500,000 99,580 Microsoft Corp. 3,450,000 92,495 Intersil Corp., Class A 5,250,000 84,525 Samsung SDI Co., Ltd. 765,000 78,471 Samsung Electronics Co., Ltd. 148,600 61,609 International Business Machines Corp. 590,000 55,602 Solectron Corp.(1) 8,788,720 54,930 Delta Electronics, Inc. 24,122,700 37,458 Compuware Corp.(1) 6,050,600 34,912 Hoya Corp. 300,000 31,211 STMicroelectronics NV 1,450,000 29,128 Texas Instruments Inc. 1,000,000 24,180 Analog Devices, Inc. 600,000 22,170 Agilent Technologies, Inc.(1) 950,000 21,746 Motorola, Inc. 578,040 11,133 Agere Systems Inc., Class A(1) 6,465,156 8,857 Quanta Computer Inc. 4,635,516 7,558 Kyoden Co., Ltd. 200,000 1,328 1,339,028 UTILITIES -- 4.31% E.ON AG 2,970,714 249,957 Scottish Power PLC 25,760,000 190,274 Gas Natural SDG, SA 6,344,500 181,230 National Grid Transco PLC 13,745,000 125,758 National Grid Transco PLC (ADR) 439,725 20,219 Korea Electric Power Corp. 5,343,280 133,582 GAIL (India) Ltd. 15,440,000 75,656 Southern Co. 1,450,000 47,546 Dominion Resources, Inc. 698,531 45,733 Hong Kong and China Gas Co. Ltd. 19,118,000 39,465 Exelon Corp. 875,000 36,496 FirstEnergy Corp. 780,000 32,939 Equitable Resources, Inc. 525,000 31,238 American Electric Power Co., Inc. 700,000 23,919 FPL Group, Inc. 300,000 21,099 NiSource Inc. 900,000 19,611 Xcel Energy Inc. 925,000 16,706 United Utilities PLC 1,000,000 10,759 United Utilities PLC, Class A 555,555 3,952 Ameren Corp. 250,000 12,105 Consolidated Edison, Inc. 180,000 7,893 DTE Energy Co. 87,100 3,822 1,329,959 MISCELLANEOUS -- 4.82% Other common stocks in initial period of acquisition 1,487,375 TOTAL COMMON STOCKS (cost: $20,669,690,000) 26,846,232 Shares or CONVERTIBLE SECURITIES -- 1.80% principal amount INFORMATION TECHNOLOGY -- 0.61% ASML Holding NV 5.50% convertible notes 2010 Euro 38,000,000 61,014 Xerox Capital Trust II 7.50% convertible preferred 2021(2) 500,000 42,370 Nortel Networks Corp. 4.25% convertible notes 2008 $40,000,000 38,550 Agere Systems Inc. 6.50% convertible notes 2009 $34,000,000 35,955 Corning Inc. 3.50% convertible debentures 2008 $7,000,000 9,161 187,050 CONSUMER DISCRETIONARY -- 0.49% Ford Motor Co. Capital Trust II 6.50% cumulative convertible trust preferred 2032 2,496,050 130,918 Gap, Inc. 5.75% convertible notes 2009(2) $15,000,000 20,737 151,655 FINANCIALS -- 0.26% Capital One Financial Corp. 6.25% Upper DECS 2005, units 600,000 units 32,340 LG Card Co., Ltd., 3.00% convertible bond-warrants, expire 2009(1) KRW 29,463,900,000 25,106 Travelers Property Casualty Corp. 4.50% convertible subordinated note 2032 $500,000 11,550 SMFG Finance (Cayman) Ltd. 2.25% mandatorily exchangeable preferred 2005, units 510,000,000 11,304 80,300 TELECOMMUNICATION SERVICES -- 0.14% Crown Castle International Corp. 6.25% convertible preferred 2012(1) 571,200 27,852 Deutsche Telekom International Finance BV 6.50% convertible bonds 2006 Euro 10,000,000 15,893 43,745 MATERIALS -- 0.08% Freeport-McMoRan Copper & Gold Inc. 5.50% convertible preferred(2) 20,000 19,550 Arcelor SA 3.875% convertible preferred 2005 210,000 6,130 25,680 INDUSTRIALS -- 0.08% Tyco International Group SA, Series B, 3.125% convertible debentures 2023 $15,000,000 $ 24,431 UTILITIES -- 0.07% Korea Deposit Insurance Corp. 2.25% convertible debentures 2005(2) $17,700,000 21,948 HEALTH CARE -- 0.07% Baxter International Inc. 7.00% convertible preferred 2006 400,000 units 21,228 TOTAL CONVERTIBLE SECURITIES (cost: $503,271,000) 556,037 Principal amount BONDS AND NOTES -- 0.63% (000) GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS -- 0.19% United Mexican States Government, Series MI1, 8.00% 2013 MXP 400,916 31,008 United Mexican States Government, Series M20, 8.00% 2023 399,084 27,638 58,646 INFORMATION TECHNOLOGY -- 0.17% Solectron Corp. 9.625% 2009 $40,000 44,300 Flextronics International Ltd. 6.50% 2013 10,000 10,150 54,450 CONSUMER STAPLES -- 0.08% Ahold Finance U.S.A., Inc. 6.25% 2009 9,065 9,450 Ahold Finance U.S.A., Inc. 8.25% 2010 12,990 14,744 24,194 TELECOMMUNICATION SERVICES -- 0.08% AT&T Wireless Services, Inc. 8.125% 2012 20,000 23,978 ENERGY -- 0.08% El Paso Corp. 7.875% 2012 14,500 15,007 Premcor Refining Group Inc. 7.50% 2015 8,000 8,760 23,767 HEALTH CARE -- 0.03% HCA -- The Healthcare Co. 8.75% 2010 9,000 10,240 MATERIALS -- 0.00% APP International Finance Co. BV 11.75% 2005(5) 1,150 581 TOTAL BONDS AND NOTES (cost: $176,061,000) 195,856 Principal amount Market value SHORT-TERM SECURITIES -- 10.35% (000) (000) Danske Corp. 1.85%-2.24% due 12/9/2004-1/31/2005 150,000 149,714 Sheffield Receivables Corp. 2.02%-2.17% due 12/8/2004-1/24/2005(2) 115,000 114,814 Barclays U.S. Funding Corp. 2.22% due 1/24/2005 35,000 34,881 Spintab AB (Swedmortgage) 1.87%-2.27% due 12/15/2004-1/31/2005 150,000 149,657 Dexia Delaware LLC 1.955%-2.205% due 12/29/2004-1/28/2005 150,000 149,589 HBOS Treasury Services PLC 2.05%-2.33% due 1/10-2/28/2005 150,000 149,407 IXIS Commercial Paper Corp. 2.20%-2.23% due 1/27-2/10/2005(2) 150,000 149,356 Barton Capital Corp. 1.98%-2.13% due 12/10/2004-1/19/2005(2) 100,000 99,774 Societe Generale North America Inc. 1.93% due 12/28/2004 26,100 26,060 ANZ (Delaware) Inc. 2.00%-2.215% due 12/17/2004-2/14/2005 125,000 124,643 Stadshypotek Delaware Inc. 2.165% due 1/18-1/20/2005(2) 100,000 99,692 Svenska Handelsbanken Inc. 2.26% due 2/2/2005 25,000 24,899 Amersterdam Funding Corp. 1.88%-2.05% due 12/3/2004-1/5/2005(2) 115,000 114,873 Bank of Ireland 1.97%-2.24% due 12/17/2004-2/11/2005(2) 114,900 114,455 Calyon North America Inc. 1.93%-2.185% due 12/22/2004-1/21/2005 100,000 99,998 BNP Paribas Finance Inc. 1.82%-2.18% due 12/2/2004-1/21/2005 100,000 99,839 CBA (Delaware) Finance Inc. 2.02%-2.25% due 1/5-2/22/2005 100,000 99,588 Toyota Motor Credit Corp. 2.04%-2.05% due 1/11-1/19/2005 91,800 91,545 Westpac Capital Corp. 2.00%-2.01% due 1/6-1/18/2005 63,350 63,183 Westpac Trust Securities NZ Ltd. 2.115% due 1/27/2005 22,300 22,220 KfW International Finance Inc. 2.01%-2.22% due 12/14/2004-2/18/2005(2) 85,000 84,747 DaimlerChrysler Revolving Auto Conduit LLC II 2.00%-2.25% due 12/20/2004-1/19/2005 83,114 82,974 HSBC USA Inc. 1.825%-2.09% due 12/15/2004-1/10/2005 75,000 74,899 Ciesco LLC 2.00%-2.13% due 1/6/2005(2) 75,000 74,839 Bank of Nova Scotia 1.89%-2.17% due 12/20/2004-1/20/2005 75,000 74,816 American Honda Finance Corp. 2.05%-2.14% due 1/5-1/12/2005 60,000 59,860 Royal Bank of Scotland PLC 1.86%-2.05% due 12/14/2004-1/14/2005 57,000 56,909 Toronto-Dominion Bank 1.87%-2.205% due 12/13/2004-1/24/2005 50,000 49,999 Rabobank USA Financial Corp. 1.80%-1.84% due 12/1-12/7/2004 50,000 49,990 Siemens Capital Co. LLC 2.02% due 12/16/2004 50,000 49,955 Canadian Imperial Holdings Inc. 2.11% due 1/12/2005 50,000 49,872 Allied Irish Banks N.A. Inc. 1.93%-2.245% due 12/22/2004-2/15/2005(2) 50,000 49,848 GlaxoSmithKline Finance PLC 2.03%-2.19% due 1/20-1/27/2005 50,000 49,833 Freddie Mac 2.15% due 1/26/2005 50,000 49,822 U.S. Treasury Bills 2.03% due 2/3/2005 50,000 49,818 Caisse d'Amortissement de la Dette Sociale 1.92%-1.97% due 12/6-12/13/2004 49,400 49,374 Wells Fargo & Co. 2.03%-2.20% due 1/11-2/4/2005 44,500 44,495 Edison Asset Securitization LLC 2.25% due 1/28/2005(2) 40,000 39,852 Total Capital SA 2.01%-2.04% due 12/30/2004(2) 39,500 39,433 Shell Finance (U.K.) PLC 2.20% due 2/2/2005 30,000 29,881 Thunder Bay Funding, LLC 2.00%-2.20% due 1/7-1/13/2005(2) 25,600 25,535 Nestle Capital Corp. 1.85% due 12/16/2004(2) 25,000 24,979 European Investment Bank 2.00% due 1/4/2005 25,000 24,950 Gaz de France 2.01% due 12/13/2004 21,800 21,784 Telstra Corp. Ltd. 1.95% due 12/30/2004 7,700 7,686 TOTAL SHORT-TERM SECURITIES (cost: $3,194,550,000) 3,194,337 TOTAL INVESTMENT SECURITIES (cost: $24,543,572,000) 30,792,462 Other assets less liabilities 76,486 NET ASSETS $30,868,948 Miscellaneous securities include holdings in their initial period of acquisition that have not previously been publicly disclosed. (1) Security did not produce income during the last 12 months. (2) Purchased in a private placement transaction; resale may be limited to qualified institutional buyers; resale to the public may require registration. The total value of all such restricted securities was $1,197,610,000, which represented 3.88% of the net assets of the fund. (3) Valued under fair value procedures adopted by authority of the Board of Directors. (4) Represents an affiliated company as defined under the Investment Company Act of 1940. (5) Company not making scheduled interest payments; bankruptcy proceedings pending. ADR = American Depositary Receipts GDR = Global Depositary Receipts Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Capital World Growth and Income, Inc.: We have audited, in accordance with standards of the Public Company Accounting Oversight Board (United States), the financial statements of Capital World Growth and Income, Inc. (the "Fund") as of November 30, 2004, and for the year then ended and have issued our unqualified report thereon dated January 3, 2005 (which report and financial statements are included in Item 1 of this Certified Shareholder Report on Form N-CSR). Our audit included an audit of the Fund's investment portfolio (the "Portfolio") as of November 30, 2004 appearing in Item 6 of this Form N-CSR. This Portfolio is the responsibility of the Fund's management. Our responsibility is to express an opinion on this portfolio based on our audit. In our opinion, the Portfolio referred to above, when read in conjunction with the financial statements of the Fund referred to above, presents fairly, in all material respects, the information set forth therein. PricewaterhouseCoopers LLP Los Angeles, California January 3, 2005 ITEM 7 - Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies Not applicable to this Registrant, insofar as the Registrant is not a closed-end management investment company. ITEM 8 - Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers Not applicable to this Registrant, insofar as the Registrant is not a closed-end management investment company. ITEM 9 - Submission of Matters to a Vote of Security Holders There have been no material changes to the procedures by which shareholders may recommend nominees to the Registrant's Board of Directors since the Registrant last submitted a proxy statement to its shareholders. The procedures are as follows. The Registrant has a nominating committee comprised solely of persons who are not considered "interested persons" of the Registrant within the meaning of the Investment Company Act of 1940, as amended. The committee periodically reviews such issues as the Board's composition, responsibilities, committees, compensation and other relevant issues, and recommends any appropriate changes to the full Board of Directors. While the committee normally is able to identify from its own resources an ample number of qualified candidates, it will consider shareholder suggestions of persons to be considered as nominees to fill future vacancies on the Board. Such suggestions must be sent in writing to the nominating committee of the Registrant, c/o the Registrant's Secretary, and must be accompanied by complete biographical and occupational data on the prospective nominee, along with a written consent of the prospective nominee for consideration of his or her name by the nominating committee. ITEM 10 - Controls and Procedures The Registrant's Principal Executive Officer and Principal Financial Officer have concluded, based on their evaluation of the Registrant's disclosure controls and procedures (as such term is defined in Rule 30a-3 under the Investment Company Act of 1940), that such controls and procedures are adequate and reasonably designed to achieve the purposes described in paragraph (c) of such rule. There were no changes in the Registrant's internal controls over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the Registrant's second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting. ITEM 11 - Exhibits (a) The Code of Ethics that is the subject of the disclosure required by Item 2 is attached as an exhibit hereto. (b) The certifications required by Rule 30a-2 of the Investment Company Act of 1940, as amended, and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 are attached as exhibits hereto. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Capital World Growth and Income Fund, Inc. By /s/ Stephen E. Bepler -------------------------------------------- Stephen E. Bepler, President and PEO Date: February 7, 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/ Stephen E. Bepler -------------------------------------------------- Stephen E. Bepler, President and PEO Date: February 7, 2005 By /s/ Jeffrey P. Regal -------------------------------------------------- Jeffrey P. Regal, Treasurer and PFO Date: February 7, 2005