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, 2005 Date of reporting period: May 31, 2005 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 [photo of small bowls filled with spices] Semi-annual report for the six months ended May 31, 2005 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 organization ranks among the nation's three largest mutual fund families. For more than seven decades, Capital Research and Management Company,(SM) the American Funds adviser, has invested with a long-term focus based on thorough research and attention to risk. FIGURES SHOWN ARE PAST RESULTS FOR CLASS A SHARES AND ARE NOT PREDICTIVE OF RESULTS IN FUTURE PERIODS. CURRENT AND FUTURE RESULTS MAY BE LOWER OR HIGHER THAN THOSE SHOWN. SHARE PRICES AND RETURNS WILL VARY, SO INVESTORS MAY LOSE MONEY. INVESTING FOR SHORT PERIODS MAKES LOSSES MORE LIKELY. INVESTMENTS ARE NOT FDIC-INSURED, NOR ARE THEY DEPOSITS OF OR GUARANTEED BY A BANK OR ANY OTHER ENTITY. FOR THE MOST CURRENT INFORMATION AND MONTH-END RESULTS, VISIT AMERICANFUNDS.COM. FUND RESULTS SHOWN, UNLESS OTHERWISE INDICATED, ARE AT NET ASSET VALUE. IF A SALES CHARGE (MAXIMUM 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 June 30, 2005 (the most recent calendar quarter): 1 year 5 years 10 years Class A shares Reflecting 5.75% maximum sales charge +9.58% +6.43% +12.69% The fund's investment adviser waived 5% of its management fees from September 1, 2004, through March 31, 2005, and increased the waiver to 10% on April 1, 2005. Fund results shown reflect the waiver, without which they would have been lower. Please see the Financial Highlights table on page 22 for details. The fund's 30-day yield for Class A shares as of June 30, 2005, reflecting the 5.75% maximum sales charge and calculated in accordance with the Securities and Exchange Commission formula, was 2.18%, which reflects a fee waiver (2.14% without the fee waiver). Results for other share classes can be found on page 28. Please see the inside back cover for important information about other share classes. 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] For the six months ended May 31, 2005, Capital World Growth and Income Fund recorded a total return of 2.5%. During this time, many overseas stock markets produced better results in local currency terms than did the U.S. stock market. However, the fund's returns from non-U.S. markets were broadly reduced by a stronger U.S. dollar. Consequently, results for the period were modest overall. This was evidenced in the return for the fund's benchmark, the unmanaged MSCI World Index, which also totaled 2.5%. In comparison, the global funds tracked by Lipper produced an average return of 1.9%. Over longer, more meaningful periods, the fund has consistently done better than either of these references, as can be seen in the table below. [Begin Sidebar] RESULTS AT A GLANCE (as of May 31, 2005, 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 +16.1% +7.9% +13.2% +13.5% MSCI World Index(1) +11.9 -1.2 +7.4 +8.5 Lipper global funds average(2) +10.7 -0.6 +7.8 +8.4 (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 United States and that may own U.S. securities as well. Lipper averages do not reflect the effects of sales charges. [End Sidebar] During the recent six-month period, shareholders received dividends totaling 45 cents a share (including the 20 cents-a-share special dividend paid in December) and a capital gain distribution of nearly 80 cents a share. The dividends amount to an income return of 1.35% for those who reinvested them. A LOOK AT GLOBAL MARKETS Beginning in 2003, global stock markets rallied in anticipation of stronger economic growth among the world's leading economies. But during the first half of the current fiscal year, prospects for continued growth dimmed somewhat in several major countries, and that has had a restraining effect on stock markets in general. The foremost example is the United States, where stocks returned 2.8%* for the reporting period, the result of three positive and three negative months of returns. The sluggish gains are partly a result of expectations for moderating economic growth and corporate profits over the year ahead. In addition, investors remain concerned about higher interest rates going forward and the dampening effect of continued high oil and gasoline prices. The United States is home to 20.8% of the fund's holdings, the largest country representation in the portfolio. *Country returns are based on MSCI indexes for the six months ended May 31, 2005, assume reinvestment of dividends, and are expressed in U.S. dollar terms, except where noted. To our north, Canada's economy benefited from sustained consumer demand in the United States, its largest trading partner. Canadian stocks rose 7.8% in local currency terms, but a stronger U.S. dollar reduced that gain to 2.2% for U.S. investors. In Europe, the economic picture varied widely. Countries as diverse as Spain, the United Kingdom and Norway have posted solid growth recently, while Europe's two largest economies, France and Germany, appear mired in sluggish growth patterns. At the same time, Italy and the Netherlands are verging on recessions. Nonetheless, returns from most European stock markets bested U.S. returns for the period, many reaching double digits when measured in local currencies. Unfortunately, those returns were diminished by a strengthening U.S. dollar, which rose 8% against the euro, 5% against the British pound and 10% against the Swiss franc. The fund's largest European exposures, as detailed in the chart at right, posted the following returns in U.S. dollars: United Kingdom, 2.6%; France, 3.9%; Germany, 0.7%; Netherlands, 3.0%; and Switzerland, 4.6%. Altogether, European stocks represent 37.3% of the fund's holdings. Returns for developed markets in the Asia-Pacific region were similarly restrained by a rising U.S. dollar and lower expectations for economic activity. Japanese stocks, which are the fund's largest exposure in the region, declined marginally (0.9%), while Australian stocks rose 4.8%. [Begin Sidebar] WHERE THE FUND'S ASSETS WERE INVESTED Percent of net assets by country as of May 31, 2005 [begin pie chart] The Americas 27.1% Asia/Pacific 22.4% Bonds, cash & equivalents 11.7% Europe 37.3% Other 1.5% [end pie chart] Capital World Growth MSCI and Income Fund World Index o THE AMERICAS 27.1% 56.4% United States 20.8 53.4 Brazil 2.8 -- Canada 2.4 3.0 Mexico 1.1 -- o EUROPE 37.3% 30.7% United Kingdom 10.4 11.0 France 5.5 4.2 Germany 4.5 3.0 Netherlands 4.4 2.1 Switzerland 2.5 3.0 Spain 1.9 1.7 Austria 1.4 .2 Italy 1.4 1.8 Sweden 1.2 1.1 Denmark 1.1 .3 Norway 1.0 .3 Belgium 1.0 .6 Portugal .4 .1 Other Europe .6 1.3 o ASIA/PACIFIC 22.4% 12.9% Japan 7.8 9.4 Korea 3.9 -- Australia 2.9 2.3 Taiwan 2.8 -- Hong Kong 1.6 .7 India 1.5 -- Other Asia/Pacific 1.9 .5 o OTHER 1.5% -- o BONDS, CASH & EQUIVALENTS 11.7% -- The MSCI World Index is weighted by market capitalization. [End Sidebar] Bucking the trends of major markets, a handful of developing markets represented in the fund posted some of the best returns for the period. These included Brazil, Korea and Taiwan, which delivered dollar-adjusted returns of 18.8%, 15.0% and 6.0%, respectively. In each instance, local currencies strengthened against the U.S. dollar, boosting returns for U.S. shareholders. HOW FUND HOLDINGS FARED Country returns represent the range of environments for fund holdings. But the stocks that compose the portfolio of Capital World Growth and Income Fund are not culled from the "top down," that is, allocated according to a country weighting. Rather, each stock is selected from the "bottom up," on the fundamental merits of the company itself, regardless of where it is domiciled. This individual selection is a key component of the fund's long-term success. During the recent period, nine of the fund's 10 largest holdings recorded positive returns. Three of these holdings -- Altria Group, Roche Holding and Sanofi-Aventis -- posted double-digit gains that helped bolster returns in this difficult market environment. On the other side of the ledger, only one of the top holdings (Vodafone) registered a negative return. (A summary portfolio of the fund's major holdings begins on page 6.) As always, we take a long-term view on all the fund's holdings and believe each of our major positions has the potential to deliver favorable results for our shareholders over longer time periods. From a sector perspective, key holdings in utilities, health care, consumer staples and energy helped lift returns during the period. Conversely, holdings in materials, telecommunication services and industrials generally lagged the market. Yet within these sectors, exceptions to prevailing trends could be found: Potash Corp., a Canadian fertilizer company, rose more than 18%, for example, while the Spanish utility, Gas Natural, slipped nearly 2%. Such discrepancies within sectors are common in any stock market; this is why we evaluate each company separately with a view to its long-term prospects. OPPORTUNITIES FROM CHANGING MARKETS In a world of uncertainties, change is a constant. Experienced professionals recognize that a change in market conditions is not always negative; it can foster opportunities for new growth paths and improved income possibilities. Identifying those opportunities is the chief priority of the more than 100 research analysts who serve the fund's adviser, Capital Research and Management Company. Despite recent sluggishness in major markets, the investment professionals of Capital World Growth and Income Fund remain optimistic about the prospects for global stocks. Growth in the United States, though down from the high levels of 2004, remains healthy. Weaker economies in Europe and Japan may get a lift in exports from more favorable currency valuations. On the corporate level, revenues continue to grow in many cases, and as balance sheets have strengthened, companies have become more shareholder-friendly by repurchasing stock and raising dividends. In the 12 years since its inception, Capital World Growth and Income Fund has demonstrated the ability to uncover value on a global basis. In the process, it has rewarded its long-term shareholders with exceptional returns. With this in mind, we encourage our shareholders to look beyond the short-term gyrations of markets and not lose sight of their long-term investment plans. We are pleased that so many have chosen Capital World Growth and Income Fund to be a part of their plans. We welcome those who have recently joined the fund, and we invite all our shareholders to learn more about the fund in our annual report, due in six months, at the close of the current fiscal year. Cordially, /s/ Gina H. Despres Gina H. Despres Chairman of the Board /s/ Stephen E. Bepler Stephen E. Bepler President July 12, 2005 For current information about the fund, visit americanfunds.com. <page> SUMMARY INVESTMENT PORTFOLIO, May 31, 2005 unaudited [begin pie chart] Percent of net Industry sector diversification assets Financials 19.38 % Telecommunication services 10.07 Consumer discretionary 9.97 Consumer staples 8.85 Materials 8.73 Convertible securities .81 Bonds & notes 1.22 Other industries 30.49 Cash & equivalents 10.48 [end pie chart] Market Percent value of net Common stocks - 87.46% Shares (000) assets Financials - 19.38% Lloyds TSB Group PLC (1) 49,357,000 $ 406,313 1.03% Societe Generale (1) 3,509,500 345,020 .88 Fortis (1) 9,884,100 268,455 .68 HSBC Holdings PLC (United Kingdom) (1) 16,587,003 261,327 .66 Banco Itau Holding Financeira SA, preferred nominative 1,455,700 256,532 .65 Banco Santander Central Hispano, SA (1) 22,426,504 255,469 .65 Shinhan Financial Group Co., Ltd. (1) 8,675,100 221,516 .56 J.P. Morgan Chase & Co. 6,150,000 219,862 .56 ABN AMRO Holding NV (1) 9,325,944 215,716 .55 ING Groep NV (1) 7,677,261 212,187 .54 Citigroup Inc. 4,095,000 192,915 .49 Other securities 4,780,857 12.13 7,636,169 19.38 Telecommunication services - 10.07% Vodafone Group PLC (1) 206,100,000 519,667 1.32 Telekom Austria AG (1) 18,412,750 343,137 .87 France Telecom, SA (1) (2) 10,916,000 312,089 .79 Chunghwa Telecom Co., Ltd. (1) 65,829,000 129,632 Chunghwa Telecom Co., Ltd. (ADR) 4,335,000 90,255 .56 Telefonica, SA (1) 12,733,120 212,918 .54 TDC A/S (1) 4,411,165 194,170 .50 Other securities 2,164,843 5.49 3,966,711 10.07 Consumer discretionary - 9.97% Toyota Motor Corp. (1) 8,270,300 292,687 .74 Hyundai Motor Co. (1) 4,130,000 231,763 .59 Continental AG (1) 3,032,050 214,842 .54 Yamada Denki Co., Ltd. (1) 3,766,000 204,408 .52 Accor SA (1) 4,400,000 203,177 .52 Other securities 2,781,967 7.06 3,928,844 9.97 Consumer staples - 8.85% Altria Group, Inc. 10,257,000 688,655 1.75 Diageo PLC (1) 25,850,000 372,143 .94 Nestle SA (1) 1,098,000 289,059 .73 Tesco PLC (1) 45,442,500 258,476 .66 Unilever NV (1) 2,478,000 164,296 Unilever NV (New York registered) 1,265,000 84,173 .63 Other securities 1,629,896 4.14 3,486,698 8.85 Materials - 8.73% Dow Chemical Co. 5,664,000 256,522 .65 Barrick Gold Corp. 9,750,000 224,152 .57 Cia. Vale do Rio Doce, preferred nominative, Class A 9,000,400 222,579 .56 BASF AG (1) 3,040,000 201,391 .51 Potash Corp. of Saskatchewan Inc. 2,180,000 197,094 .50 AngloGold Ashanti Ltd. (1) 5,650,000 193,090 .49 Other securities 2,144,394 5.45 3,439,222 8.73 Energy - 6.81% "Shell" Transport and Trading Co., PLC (1) 51,290,000 444,836 "Shell" Transport and Trading Co., PLC (ADR) (New York registered) 1,325,000 69,496 Royal Dutch Petroleum Co. (New York registered) 3,435,000 201,222 Royal Dutch Petroleum Co. (1) 2,527,000 146,880 2.19 ENI SpA (1) 16,147,600 413,360 1.05 TOTAL SA (1) 1,065,000 234,899 TOTAL SA (ADR) 250,000 27,798 .67 Other securities 1,147,195 2.90 2,685,686 6.81 Health care - 6.46% Roche Holding AG (1) 3,039,832 383,445 .97 Sanofi-Aventis (1) 4,219,900 380,036 .97 AstraZeneca PLC (Sweden) (1) 6,129,800 260,422 .66 Novo Nordisk A/S, Class B (1) 4,966,000 254,894 .65 Other securities 1,265,513 3.21 2,544,310 6.46 Information technology - 5.37% Hewlett-Packard Co. 10,500,000 236,355 .60 Taiwan Semiconductor Manufacturing Co. Ltd. (1) 95,976,131 173,621 Taiwan Semiconductor Manufacturing Co. Ltd. (ADR) 5,260,000 48,445 .56 Other securities 1,656,789 4.21 2,115,210 5.37 Industrials - 5.20% United Parcel Service, Inc., Class B 2,771,700 204,136 .52 Sandvik AB (1) 4,936,000 194,581 .49 Other securities 1,651,308 4.19 2,050,025 5.20 Utilities - 4.90% Veolia Environnement (1) 8,142,300 307,107 .78 E.ON AG (1) 3,179,214 275,308 .70 National Thermal Power Corp. Ltd. (1) 108,865,000 208,559 .53 Scottish Power PLC (1) 23,590,000 198,697 .50 Other securities 940,001 2.39 1,929,672 4.90 Miscellaneous - 1.72% Other common stocks in initial period of acquisition 677,972 1.72 Total common stocks (cost: $28,714,721,000) 34,460,519 87.46 Preferred stocks - 0.03% Total preferred stocks (cost: $13,321,000) 13,355 .03 Rights - 0.00% Total rights (cost: $0) 58 .00 Convertible securities - 0.81% Total convertible securities (cost: $355,069,000) 320,200 .81 Bonds & notes - 1.22% Total bonds & notes (cost: $466,373,000) 481,357 1.22 Principal amount Short-term securities - 10.05% (000) Freddie Mac 2.85%-3.07% due 6/7-8/10/2005 $ 289,800 289,142 .73 Toyota Motor Credit Corp. 2.97%-3.09% due 6/20-7/21/2005 147,300 146,880 Toyota Credit Corp. Puerto Rico 3.04% due 7/7/2005 17,000 16,949 .42 Barton Capital LLC 3.025% due 6/16/2005 (3) 50,000 49,933 .13 Other securities 3,455,337 8.77 Total short-term securities (cost: $3,958,098,000) 3,958,241 10.05 Total investment securities (cost: $33,507,582,000) 39,233,730 99.57 Other assets less liabilities 169,839 .43 Net assets $39,403,569 100.00% "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 disclosed separately 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 six months ended May 31, 2005, appear below. Dividend Market Company Beginning Purchases Sales Ending income value shares shares (000) (000) Mediceo Holdings Co. Ltd. 8,397,600 2,723,400 - 11,121,000 $584 $148,795 Asahi Diamond Industrial Co., Ltd. 3,950,000 - - 3,950,000 216 24,740 $800 $173,535 (1) Valued under fair value procedures adopted by authority of the Board of Directors. At May 31, 2005, 224 securities, including those in "Other securities" and "Miscellaneous" securities in the summary investment portfolio (with aggregate value of $22,974,495,000), were fair valued under procedures that took into account significant price changes that occurred between the close of trading in those securities and the close of regular trading on the New York Stock Exchange. (2) Security did not produce income during the last 12 months. (3) 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 $1,358,915,000, which represented 3.45% of the net assets of the fund. ADR = American Depositary Receipts See Notes to Financial Statements FINANCIAL STATEMENTS Statement of assets and liabilities unaudited at May 31, 2005 (dollars and shares in thousands, except per-share amounts) Assets: Investment securities at market: Unaffiliated issuers (cost: $33,348,703) $39,060,195 Affiliated issuers (cost: $158,879) 173,535 $39,233,730 Cash denominated in non-U.S. currencies (cost: $5,273) 5,713 Cash 30,155 Receivables for: Sales of investments $46,704 Sales of fund's shares 160,318 Dividends and interest 120,567 Other 1,803 329,392 39,598,990 Liabilities: Payables for: Purchases of investments 131,197 Repurchases of fund's shares 25,706 Investment advisory services 11,601 Services provided by affiliates 22,508 Deferred Directors' compensation 799 Other fees and expenses 3,610 195,421 Net assets at May 31, 2005 $39,403,569 Net assets consist of: Capital paid in on shares of capital stock $32,565,082 Undistributed net investment income 383,081 Undistributed net realized gain 733,358 Net unrealized appreciation 5,722,048 Net assets at May 31, 2005 $39,403,569 Total authorized capital stock - 2,000,000 shares, $.01 par value (1,181,794 total shares outstanding) Net assets Shares outstanding Net asset value per share (1) Class A $31,185,769 934,412 $33.37 Class B 1,667,096 50,209 33.20 Class C 2,731,668 82,498 33.11 Class F 1,770,894 53,131 33.33 Class 529-A 409,687 12,295 33.32 Class 529-B 60,318 1,816 33.21 Class 529-C 115,712 3,485 33.20 Class 529-E 21,495 646 33.28 Class 529-F 8,250 248 33.33 Class R-1 30,377 915 33.20 Class R-2 305,370 9,220 33.12 Class R-3 429,881 12,930 33.25 Class R-4 267,553 8,026 33.33 Class R-5 399,499 11,963 33.39 (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 $35.41 and $35.35, respectively. See Notes to Financial Statements STATEMENT OF OPERATIONS unaudited for the six months ended May 31, 2005 (dollars in thousands) Investment income: Income: Dividends (net of non-U.S. withholding tax of $49,657; also includes $800 from affiliates) $581,853 Interest (net of non-U.S. withholding tax of $1) 74,492 $656,345 Fees and expenses: Investment advisory services 69,919 Distribution services 58,610 Transfer agent services 14,051 Administrative services 5,561 Reports to shareholders 795 Registration statement and prospectus 2,575 Postage, stationery and supplies 1,784 Directors' compensation 223 Auditing and legal 64 Custodian 4,823 State and local taxes 354 Other 141 Total expenses before reimbursements/waivers 158,900 Reimbursement/waiver of expenses 5,022 153,878 Net investment income 502,467 Net realized gain and unrealized depreciation on investments and non-U.S. currency: Net realized gain (loss) on: Investments 746,373 Non-U.S. currency transactions (9,418) 736,955 Net unrealized depreciation on: Investments (522,764) Non-U.S. currency translations (2,869) (525,633) Net realized gain and unrealized depreciation on investments and non-U.S. currency 211,322 Net increase in net assets resulting from operations $713,789 See Notes to Financial Statements Statement of changes in net assets (dollars in thousands) Six months Year ended ended May 31, November 30, 2005* 2004 Operations: Net investment income $502,467 $513,553 Net realized gain on investments and non-U.S. currency transactions 736,955 1,004,997 Net unrealized (depreciation) appreciation on investments and non-U.S. currency translations (525,633) 3,218,990 Net increase in net assets resulting from operations 713,789 4,737,540 Dividends and distributions paid to shareholders: Dividends from net investment income and currency gains (423,562) (525,779) Distributions from net realized gain on investments (736,060) (174,979) Total dividends and distributions paid to shareholders (1,159,622) (700,758) Capital share transactions 8,980,454 10,088,401 Total increase in net assets 8,534,621 14,125,183 Net assets: Beginning of period 30,868,948 16,743,765 End of period (including undistributed net investment income: $383,081 and $304,176, respectively) $39,403,569 $30,868,948 *Unaudited See Notes to Financial Statements NOTES TO FINANCIAL STATEMENTS unaudited 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. CollegeAmerica is a registered trademark of the Virginia College Savings Plan.(sm) SIGNIFICANT ACCOUNTING POLICIES - The financial statements have been prepared to comply with accounting principles generally accepted in the United States of America. These principles require management to make estimates and assumptions that affect reported amounts and disclosures. Actual results could differ from those estimates. The following is a summary of the significant accounting policies followed by the fund: SECURITY VALUATION - 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, including short-term securities purchased with more than 60 days left to maturity 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. Short-term securities originally purchased with maturities greater than 60 days but that now have 60 days or less remaining to maturity, are valued based on the amortized difference between the par value and 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. 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 six months ended May 31, 2005, there were no non-U.S. taxes paid on realized gains. As of May 31, 2005, non-U.S. taxes accrued for unrealized gains were $2,693,000. 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; and deferred expenses. 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 May 31, 2005, the cost of investment securities for federal income tax purposes was $33,558,057,000. As of May 31, 2005, the components of distributable earnings on a tax basis were as follows (dollars in thousands): Undistributed net investment income and currency gains $434,144 Undistributed short-term capital gains 7,166 Undistributed long-term capital gains 726,424 Gross unrealized appreciation on investment securities 6,271,882 Gross unrealized depreciation on investment securities (596,209) Net unrealized appreciation on investment securities 5,675,673 During the six months ended May 31, 2005, the fund realized, on a tax basis, a net capital gain of $734,360,000. The tax character of distributions paid to shareholders was as follows (dollars in thousands): Six months ended May 31, 2005 Distributions from ordinary income Net investment income Distributions from Total distributions Share class and currency gains Short-term capital gains long-term capital gains paid Class A $ 355,479 - $ 597,793 $ 953,272 Class B 12,934 - 30,412 43,346 Class C 18,874 - 44,526 63,400 Class F 17,739 - 29,844 47,583 Class 529-A 3,935 - 6,540 10,475 Class 529-B 411 - 1,066 1,477 Class 529-C 757 - 1,924 2,681 Class 529-E 180 - 348 528 Class 529-F 79 - 137 216 Class R-1 180 - 417 597 Class R-2 2,084 - 4,875 6,959 Class R-3 3,654 - 6,848 10,502 Class R-4 2,707 - 4,494 7,201 Class R-5 4,549 - 6,836 11,385 Total $ 423,562 - $ 736,060 $ 1,159,622 Year ended November 30, 2004 Distributions from ordinary income Net ivestment income Distributions from Total distributions Share class and currency gains Short-term capital gains long-term capital gains 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 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 provides for monthly fees accrued daily. These fees are based on a declining series of annual rates beginning with 0.600% on the first $500 million of daily net assets and decreasing to 0.365% on such assets in excess of $44 billion. CRMC is currently waiving a portion of these fees. At the beginning of the period CRMC was waiving 5% of these fees and increased the waiver to 10% on April 1, 2005. As a result, the fee shown on the accompanying financial statements of $69,919,000, which was equivalent to an annualized rate of 0.392%, was reduced to $65,172,000, or 0.366% 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 on the following page. 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 shares sold. AFD is currently waiving a portion of these fees to the extent the amounts paid to qualified dealers or advisers were less than the approved limit. During the six months ended May 31, 2005, the total fees waived by AFD were $1,000, which related to Class 529-F. 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 May 31, 2005, there were no unreimbursed expenses subject to reimbursement for classes A or 529-A. ------------------------------------------------ ----------------------------- ----------------------------- Share class Currently approved limits Plan limits ------------------------------------------------ ----------------------------- ----------------------------- ------------------------------------------------ ----------------------------- ----------------------------- Class A 0.30% 0.30% ------------------------------------------------ ----------------------------- ----------------------------- ------------------------------------------------ ----------------------------- ----------------------------- Class 529-A 0.30 0.50 ------------------------------------------------ ----------------------------- ----------------------------- ------------------------------------------------ ----------------------------- ----------------------------- Classes B and 529-B 1.00 1.00 ------------------------------------------------ ----------------------------- ----------------------------- ------------------------------------------------ ----------------------------- ----------------------------- Classes C, 529-C and R-1 1.00 1.00 ------------------------------------------------ ----------------------------- ----------------------------- ------------------------------------------------ ----------------------------- ----------------------------- Class R-2 0.75 1.00 ------------------------------------------------ ----------------------------- ----------------------------- ------------------------------------------------ ----------------------------- ----------------------------- Classes 529-E and R-3 0.50 0.75 ------------------------------------------------ ----------------------------- ----------------------------- ------------------------------------------------ ----------------------------- ----------------------------- Classes F, 529-F and R-4 0.25 0.50 ------------------------------------------------ ----------------------------- ----------------------------- TRANSFER AGENT SERVICES - The fund has a transfer agent agreement with AFS for classes A and B. Under this agreement, these share classes compensate AFS for transfer agent services including shareholder recordkeeping, communications and transaction processing. AFS is also compensated for certain transfer agent services provided to all other share classes from the administrative services fees paid to CRMC described 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 six months ended May 31, 2005, CRMC agreed to pay a portion of these fees for classes R-1 and R-2. For the six months ended May 31, 2005, the total fees paid by CRMC were $2,000 and $272,000 for classes R-1 and R-2, 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 six months ended May 31, 2005, were as follows (dollars in thousands): -------------------------------------------------------------------------------------------------------------- Share class Distribution Transfer agent Administrative services services services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- CRMC Transfer agent Commonwealth of administrative services Virginia services administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class A $34,302 $13,232 Not applicable Not applicable Not applicable -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class B 7,421 819 Not applicable Not applicable Not applicable -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class C 11,572 Included $1,736 $255 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class F 1,908 Included 1,145 126 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class 529-A 303 Included 261 24 $174 in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class 529-B 266 Included 40 13 27 in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class 529-C 498 Included 75 18 50 in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class 529-E 46 Included 14 1 9 in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class 529-F 9 Included 5 1 3 in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class R-1 117 Included 18 8 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class R-2 962 Included 192 614 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class R-3 914 Included 274 113 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class R-4 292 Included 175 9 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Class R-5 Not applicable Included 175 6 Not applicable in administrative services -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Total $58,610 $14,051 $4,110 $1,188 $263 -------------------------------------------------------------------------------------------------------------- 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 shares of the fund or other American Funds. These amounts represent general, unsecured liabilities of the fund and vary according to the total returns of the selected funds. Directors' compensation of $223,000, shown on the accompanying financial statements, includes $175,000 in current fees (either paid in cash or deferred) and a net increase of $48,000 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 dividends Share class Sales(1) and distributions Amount Shares Amount Shares Six months ended May 31, 2005 Class A $ 6,566,472 194,874 $ 912,183 27,853 Class B 426,869 12,722 41,926 1,288 Class C 981,081 29,315 60,784 1,872 Class F 616,982 18,322 43,424 1,327 Class 529-A 139,110 4,136 10,474 320 Class 529-B 15,942 475 1,477 45 Class 529-C 36,769 1,097 2,681 83 Class 529-E 7,051 210 528 16 Class 529-F 2,826 84 215 7 Class R-1 14,790 441 593 18 Class R-2 123,035 3,676 6,954 214 Class R-3 178,553 5,319 10,497 322 Class R-4 109,506 3,248 7,201 220 Class R-5 124,694 3,695 10,470 319 Total net increase (decrease) $ 9,343,680 277,614 $ 1,109,407 33,904 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 Share class Repurchases(1) Net increase Amount Shares Amount Shares Six months ended May 31, 2005 Class A $ (1,078,831) (32,077) $ 6,399,824 190,650 Class B (47,210) (1,410) 421,585 12,600 Class C (114,238) (3,419) 927,627 27,768 Class F (112,088) (3,343) 548,318 16,306 Class 529-A (7,194) (214) 142,390 4,242 Class 529-B (679) (20) 16,740 500 Class 529-C (2,437) (73) 37,013 1,107 Class 529-E (310) (9) 7,269 217 Class 529-F (336) (10) 2,705 81 Class R-1 (1,679) (50) 13,704 409 Class R-2 (21,993) (658) 107,996 3,232 Class R-3 (39,405) (1,173) 149,645 4,468 Class R-4 (28,203) (839) 88,504 2,629 Class R-5 (18,030) (536) 117,134 3,478 Total net increase (decrease) $ (1,472,633) (43,831) $ 8,980,454 267,687 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 (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 $10,555,370,000 and $3,133,536,000, respectively, during the six months ended May 31, 2005. The fund receives a reduction in its custodian fee equal to the amount of interest calculated on certain cash balances held at the custodian bank. For the six months ended May 31, 2005, the custodian fee of $4,823,000, shown on the accompanying financial statements, includes $43,000 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: Six months ended 5/31/2005 (5) $33.80 $.49 $.33 $.82 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: Six months ended 5/31/2005 (5) 33.63 .36 .33 .69 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: Six months ended 5/31/2005 (5) 33.54 .35 .33 .68 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: Six months ended 5/31/2005 (5) 33.75 .49 .33 .82 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: Six months ended 5/31/2005 (5) 33.75 .48 .32 .80 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: Six months ended 5/31/2005 (5) 33.64 .33 .33 .66 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: Six months ended 5/31/2005 (5) 33.63 .33 .33 .66 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: Six months ended 5/31/2005 (5) 33.71 .43 .32 .75 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: Six months ended 5/31/2005 (5) 33.75 .48 .32 .80 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: Six months ended 5/31/2005 (5) $33.63 $.36 $.32 $.68 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: Six months ended 5/31/2005 (5) 33.55 .36 .32 .68 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: Six months ended 5/31/2005 (5) 33.67 .43 .33 .76 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: Six months ended 5/31/2005 (5) 33.76 .49 .32 .81 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: Six months ended 5/31/2005 (5) 33.81 .54 .33 .87 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: Six months ended 5/31/2005 (5) $(.45) $(.80) $(1.25) $33.37 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: Six months ended 5/31/2005 (5) (.32) (.80) (1.12) 33.20 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: Six months ended 5/31/2005 (5) (.31) (.80) (1.11) 33.11 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: Six months ended 5/31/2005 (5) (.44) (.80) (1.24) 33.33 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: Six months ended 5/31/2005 (5) (.43) (.80) (1.23) 33.32 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: Six months ended 5/31/2005 (5) (.29) (.80) (1.09) 33.21 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: Six months ended 5/31/2005 (5) (.29) (.80) (1.09) 33.20 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: Six months ended 5/31/2005 (5) (.38) (.80) (1.18) 33.28 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: Six months ended 5/31/2005 (5) (.42) (.80) (1.22) 33.33 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: Six months ended 5/31/2005 (5) $(.31) $(.80) $(1.11) $33.20 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: Six months ended 5/31/2005 (5) (.31) (.80) (1.11) 33.12 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: Six months ended 5/31/2005 (5) (.38) (.80) (1.18) 33.25 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: Six months ended 5/31/2005 (5) (.44) (.80) (1.24) 33.33 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: Six months ended 5/31/2005 (5) (.49) (.80) (1.29) 33.39 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 reimbursements/ reimbursements/ to average return (3) (in millions) waivers waivers (4) net assets Class A: Six months ended 5/31/2005 (5) 2.50% $31,186 .79% (6) .76% (6) 2.92% (6) 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: Six months ended 5/31/2005 (5) 2.12 1,667 1.56 (6) 1.54 (6) 2.16 (6) 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 (6) 1.55 (6) 1.45 (6) Class C: Six months ended 5/31/2005 (5) 2.10 2,732 1.63 (6) 1.60 (6) 2.13 (6) 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 (6) 1.78 (6) .73 (6) Class F: Six months ended 5/31/2005 (5) 2.49 1,771 .86 (6) .84 (6) 2.88 (6) 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 (6) .92 (6) 1.55 (6) Class 529-A: Six months ended 5/31/2005 (5) 2.46 410 .89 (6) .86 (6) 2.86 (6) 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 (6) 1.03 (6) 2.08 (6) Class 529-B: Six months ended 5/31/2005 (5) 2.03 60 1.75 (6) 1.72 (6) 1.97 (6) 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 (6) 1.79 (6) 1.31 (6) Class 529-C: Six months ended 5/31/2005 (5) 2.04 116 1.74 (6) 1.71 (6) 2.00 (6) 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 (6) 1.77 (6) 1.33 (6) Class 529-E: Six months ended 5/31/2005 (5) 2.29 21 1.22 (6) 1.19 (6) 2.53 (6) 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 (6) 1.23 (6) 1.85 (6) Class 529-F: Six months ended 5/31/2005 (5) 2.44 8 .97 (6) .80 (6) 2.92 (6) 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 - (7) .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 reimbursements/ reimbursements/ to average return (in millions) waivers waivers (4) net assets Class R-1: Six months ended 5/31/2005 (5) 2.09% $30 1.67% (6) 1.62% (6) 2.17% (6) 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) - (7) 1.41 .80 .66 Class R-2: Six months ended 5/31/2005 (5) 2.10 305 1.82 (6) 1.59 (6) 2.15 (6) 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: Six months ended 5/31/2005 (5) 2.34 430 1.16 (6) 1.13 (6) 2.60 (6) 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: Six months ended 5/31/2005 (5) 2.47 268 .85 (6) .83 (6) 2.89 (6) 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: Six months ended 5/31/2005 (5) 2.64 400 .55 (6) .52 (6) 3.19 (6) 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 (6) .56 (6) 2.48 (6) Six months ended May 31, Year ended November 30 2005(5) 2004 2003 2002 2001 2000 Portfolio turnover rate for all classes of shares 10% 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. During some of the periods shown, CRMC reduced fees for investment advisory services for all share classes. 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. In addition, during the six months ended May 31, 2005, AFD agreed to waive a portion of the fees related to distribution services for Class 529-F. (5) Unaudited. (6) Annualized. (7) Amount less than $1 million. See Notes to Financial Statements EXPENSE EXAMPLE unaudited As a shareholder of the fund, you incur two types of costs: (1) transaction costs such as initial sales charges on purchase payments and contingent deferred sales charges on redemptions (loads); and (2) ongoing costs, including management fees; distribution and service (12b-1) fees; and other expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the fund so you can compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 1, 2004 through May 31, 2005). ACTUAL EXPENSES: The first line of each share class in the table on the next page provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses paid during period" to estimate the expenses you paid on your account during this period. There are some account fees that are charged to certain types of accounts, such as Individual Retirement Accounts and CollegeAmerica accounts (generally, a $10 fee is charged to set up the account and an additional $10 fee is charged to the account annually) that would increase the amount of expenses paid on your account. In addition, retirement plan participants may be subject to certain fees charged by the plan sponsor, and Class F and Class 529-F shareholders may be subject to fees charged by financial intermediaries, typically ranging from 0.75% to 1.50% 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 0.75% to 1.50% 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 12/1/2004 value 5/31/2005 during period(1) expense ratio Class A -- actual return $1,000.00 $1,025.03 $3.84 .76% Class A -- assumed 5% return 1,000.00 1,021.14 3.83 .76 Class B -- actual return 1,000.00 1,021.23 7.76 1.54 Class B -- assumed 5% return 1,000.00 1,017.25 7.75 1.54 Class C -- actual return 1,000.00 1,021.05 8.06 1.60 Class C -- assumed 5% return 1,000.00 1,016.95 8.05 1.60 Class F -- actual return 1,000.00 1,024.93 4.24 .84 Class F -- assumed 5% return 1,000.00 1,020.74 4.23 .84 Class 529-A -- actual return 1,000.00 1,024.62 4.34 .86 Class 529-A -- assumed 5% return 1,000.00 1,020.64 4.33 .86 Class 529-B -- actual return 1,000.00 1,020.28 8.66 1.72 Class 529-B -- assumed 5% return 1,000.00 1,016.36 8.65 1.72 Class 529-C -- actual return 1,000.00 1,020.37 8.61 1.71 Class 529-C -- assumed 5% return 1,000.00 1,016.40 8.60 1.71 Class 529-E -- actual return 1,000.00 1,022.89 6.00 1.19 Class 529-E -- assumed 5% return 1,000.00 1,019.00 5.99 1.19 Class 529-F -- actual return 1,000.00 1,024.36 4.04 .80 Class 529-F -- assumed 5% return 1,000.00 1,020.94 4.03 .80 Class R-1 -- actual return 1,000.00 1,020.90 8.16 1.62 Class R-1 -- assumed 5% return 1,000.00 1,016.85 8.15 1.62 Class R-2 -- actual return 1,000.00 1,021.02 8.01 1.59 Class R-2 -- assumed 5% return 1,000.00 1,017.00 8.00 1.59 Class R-3 -- actual return 1,000.00 1,023.44 5.70 1.13 Class R-3 -- assumed 5% return 1,000.00 1,019.30 5.69 1.13 Class R-4 -- actual return 1,000.00 1,024.66 4.19 .83 Class R-4 -- assumed 5% return 1,000.00 1,020.79 4.18 .83 Class R-5 -- actual return 1,000.00 1,026.41 2.63 .52 Class R-5 -- assumed 5% return 1,000.00 1,022.34 2.62 .52 (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 (182), and divided by 365 (to reflect the one-half year period). OTHER SHARE CLASS RESULTS unaudited Class B, Class C, Class F and Class 529 Figures shown are past results and are not predictive of results in future periods. Current and future results may be lower or higher than those shown. Share prices and returns will vary, so investors may lose money. For the most current information and month-end results, visit americanfunds.com. Average annual total returns for periods ended June 30, 2005 (the most recent calendar quarter): 1 year 5 years Life of class Class B shares Reflecting applicable contingent deferred sales charge (CDSC), maximum of 5%, payable only if shares are sold within six years of purchase +10.35% +6.56% +6.87%(1) Not reflecting CDSC +15.35% +6.87% +7.01%(1) Class C shares Reflecting CDSC, maximum of 1%, payable only if shares are sold within one year of purchase +14.29% -- +9.23%(2) Not reflecting CDSC +15.29% -- +9.23%(2) Class F shares(3) Not reflecting annual asset-based fee charged by sponsoring firm +16.17% -- +10.09%(2) Class 529-A shares(4) Reflecting 5.75% maximum sales charge +9.46% -- +12.10%(5) Not reflecting maximum sales charge +16.13% -- +14.08%(5) Class 529-B shares(4) Reflecting applicable CDSC, maximum of 5%, payable only if shares are sold within six years of purchase +10.13% -- +12.99%(6) Not reflecting CDSC +15.13% -- +13.66%(6) Class 529-C shares(4) Reflecting CDSC, maximum of 1%, payable only if shares are sold within one year of purchase +14.15% -- +13.65%(7) Not reflecting CDSC +15.15% -- +13.65%(7) Class 529-E shares(3,4) +15.75% -- +12.80%(8) Class 529-F shares(3,4) Not reflecting annual asset-based fee charged by sponsoring firm +16.06% -- +21.45%(9) The fund's investment adviser waived 5% of its management fees from September 1, 2004, through March 31, 2005, and increased the waiver to 10% on April 1, 2005. In addition, the fund's principal underwriter also waived fees related to distribution services for Class 529-F. Fund results shown reflect these waivers, without which they would have been lower. Please see the Financial Highlights table on page 22 for details. (1) From March 15, 2000, when Class B shares were first sold. (2) 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) Results shown do not reflect the $10 initial account set up fee and an annual $10 account maintenance fee. (5) From February 15, 2002, when Class 529-A shares were first sold. (6) From February 21, 2002, when Class 529-B shares were first sold. (7) From February 22, 2002, when Class 529-C shares were first sold. (8) From March 4, 2002, when Class 529-E shares were first sold. (9) From September 17, 2002, when Class 529-F shares were first sold. OFFICES OF THE FUND AND OF THE INVESTMENT ADVISER Capital Research and Management Company 333 South Hope Street Los Angeles, CA 90071-1406 135 South State College Boulevard Brea, CA 92821-5823 TRANSFER AGENT FOR SHAREHOLDER ACCOUNTS American Funds Service Company (Please write to the address nearest you.) P.O. Box 25065 Santa Ana, CA 92799-5065 P.O. Box 659522 San Antonio, TX 78265-9522 P.O. Box 6007 Indianapolis, IN 46206-6007 P.O. Box 2280 Norfolk, VA 23501-2280 CUSTODIAN OF ASSETS JPMorgan Chase Bank 270 Park Avenue New York, NY 10017-2070 COUNSEL 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. Annualized 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 annualized 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 annualized 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. If you reside in a state other than Virginia, there may be an in-state plan that offers additional tax benefits not available in CollegeAmerica. Talk to your tax adviser. Interests in CollegeAmerica are sold through unaffiliated intermediaries. "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 files its proxy voting record with the SEC for the 12 months ended June 30 by August 31. The report also is available on the SEC and American Funds websites. A complete May 31, 2005, 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. This form is available free of charge on the SEC website or upon request by calling AFS. You may also review or, for a fee, copy the form 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 September 30, 2005, this report must be accompanied by an American Funds statistical update for the most recently completed calendar quarter. [logo - American Funds(R)] CollegeAmerica is sponsored by Virginia College Savings Plan(SM) WHAT MAKES AMERICAN FUNDS DIFFERENT? For more than 70 years, we have followed a consistent philosophy that we firmly believe is in our investors' best interests. The range of opportunities offered by our family of just 29 carefully conceived, broadly diversified funds has attracted over 30 million shareholder accounts. OUR UNIQUE COMBINATION OF STRENGTHS INCLUDES THESE FIVE FACTORS: o A LONG-TERM, VALUE-ORIENTED APPROACH Rather than follow fads, we pursue a consistent strategy, focusing on each investment's long-term potential. o AN UNPARALLELED GLOBAL RESEARCH EFFORT American Funds draws on one of the industry's most globally integrated research networks. o THE MULTIPLE PORTFOLIO COUNSELOR SYSTEM Every American Fund is divided among a number of portfolio counselors. Each takes responsibility for a portion independently, within each fund's objectives; in most cases, research analysts manage a portion as well. Over time this method has contributed to a consistency of results and continuity of management. o EXPERIENCED INVESTMENT PROFESSIONALS The recent market decline was not the first for most of the portfolio counselors who serve the American Funds. More than half of them were in the investment business before the sharp market decline of 1987. o A COMMITMENT TO LOW OPERATING EXPENSES American Funds' operating expenses are among the lowest in the mutual fund industry. Our portfolio turnover rates are low as well, keeping transaction costs and tax consequences contained. 29 MUTUAL FUNDS, CONSISTENT PHILOSOPHY, CONSISTENT RESULTS o GROWTH FUNDS AMCAP Fund(R) EuroPacific Growth Fund(R) The Growth Fund of America(R) The New Economy Fund(R) New Perspective Fund(R) New World Fund(SM) SMALLCAP World Fund(R) o GROWTH-AND-INCOME FUNDS American Mutual Fund(R) > Capital World Growth and Income Fund(SM) Fundamental Investors(SM) The Investment Company of America(R) Washington Mutual Investors Fund(SM) o EQUITY-INCOME FUNDS Capital Income Builder(R) The Income Fund of America(R) o BALANCED FUND American Balanced Fund(R) o BOND FUNDS American High-Income Trust(SM) The Bond Fund of America(SM) Capital World Bond Fund(R) Intermediate Bond Fund of America(R) U.S. Government Securities Fund(SM) o TAX-EXEMPT BOND FUNDS American High-Income Municipal Bond Fund(R) Limited Term Tax-Exempt Bond Fund of America(SM) The Tax-Exempt Bond Fund of America(R) STATE-SPECIFIC TAX-EXEMPT FUNDS The Tax-Exempt Fund of California(R) The Tax-Exempt Fund of Maryland(R) The Tax-Exempt Fund of Virginia(R) o MONEY MARKET FUNDS The Cash Management Trust of America(R) The Tax-Exempt Money Fund of America(SM) The U.S. Treasury Money Fund of America(SM) THE CAPITAL GROUP COMPANIES American Funds Capital Research and Management Capital International Capital Guardian Capital Bank and Trust Lit. No. MFGESR-933-0705P Litho in USA WG/LPT/6269-S4070 Printed on recycled paper ITEM 2 - Code of Ethics Not applicable for filing of Semiannual Reports to Shareholders. ITEM 3 - Audit Committee Financial Expert Not applicable for filing of Semiannual Reports to Shareholders. ITEM 4 - Principal Accountant Fees and Services Not applicable for filing of Semiannual Reports to Shareholders. ITEM 5 - Audit Committee of Listed Registrants Not applicable. ITEM 6 - Schedule of Investments [logo - American Funds (r)] CAPITAL WORLD GROWTH AND INCOME FUND Investment portfolio May 31, 2005 unaudited Market value Common stocks -- 87.46% Shares (000) FINANCIALS -- 19.38% Lloyds TSB Group PLC(1) 49,357,000 $406,313 Societe Generale(1) 3,509,500 345,020 Fortis(1) 9,884,100 268,455 HSBC Holdings PLC (United Kingdom)(1) 16,587,003 261,327 Banco Itau Holding Financeira SA, preferred nominative 1,455,700 256,532 Banco Santander Central Hispano, SA(1) 22,426,504 255,469 Shinhan Financial Group Co., Ltd.(1) 8,675,100 221,516 J.P. Morgan Chase & Co. 6,150,000 219,862 ABN AMRO Holding NV(1) 9,325,944 215,716 ING Groep NV(1) 7,677,261 212,187 Citigroup Inc. 4,095,000 192,915 Mitsui Trust Holdings, Inc.(1) 19,542,000 191,174 Royal Bank of Scotland Group PLC(1) 5,344,132 156,940 Bank Austria Creditanstalt(1) 1,502,406 147,378 Washington Mutual, Inc. 3,530,000 145,789 Fubon Financial Holding Co., Ltd.(1) 144,046,000 135,921 UFJ Holdings, Inc.(1,2) 26,600 134,946 UBS AG(1) 1,719,211 132,423 PartnerRe Holdings Ltd. 1,860,000 122,890 Woori Finance Holdings Co., Ltd.(1) 12,951,950 121,907 NIPPONKOA Insurance Co., Ltd.(1) 16,911,000 117,686 ICICI Bank Ltd.(1) 13,088,403 116,954 ICICI Bank Ltd. (ADR) 4,000 78 Swire Pacific Ltd., Class A(1) 13,750,000 116,905 Sompo Japan Insurance Inc.(1) 10,744,000 108,652 Deutsche Borse AG(1) 1,466,000 107,748 Bank of America Corp. 2,308,300 106,920 Mitsui Sumitomo Insurance Co., Ltd.(1) 11,564,000 105,282 Allied Capital Corp. 3,798,000 104,255 DnB NOR ASA(1) 10,936,100 103,568 Allstate Corp. 1,700,000 98,940 NTT Urban Development Corp.(1) 22,112 98,532 National Savings and Commercial Bank Ltd. (GDR)(1) 1,550,000 95,213 Willis Group Holdings Ltd. 2,750,000 94,243 Mizuho Financial Group, Inc.(1) 18,000 85,392 Credit Suisse Group(1) 1,985,000 79,412 Hang Lung Properties Ltd.(1) 54,852,000 79,208 Westpac Banking Corp.(1) 5,309,177 78,827 Cathay Financial Holding Co., Ltd.(1) 39,000,000 74,423 St. George Bank Ltd.(1) 3,702,460 72,708 Hongkong Land Holdings Ltd.(1) 25,421,800 71,510 Kookmin Bank(1) 1,600,000 70,271 Fannie Mae 1,140,000 67,534 Chubb Corp. 750,000 63,172 Grupo Financiero Banorte, SA de CV 9,212,063 61,377 Sumitomo Mitsui Financial Group, Inc.(1) 9,300 60,113 Marsh & McLennan Companies, Inc. 2,000,000 58,080 Allianz AG(1) 460,000 54,119 QBE Insurance Group Ltd.(1) 4,830,970 53,599 Freddie Mac 800,000 52,032 Credit Agricole SA(1) 2,000,000 51,857 Wells Fargo & Co. 826,000 49,899 ForeningsSparbanken AB, Class A(1) 2,000,000 46,003 U.S. Bancorp 1,530,000 44,875 Montpelier Re Holdings Ltd. 1,305,000 44,827 Genworth Financial, Inc., Class A 1,500,000 43,485 Developers Diversified Realty Corp. 900,000 41,040 Unibail Holding(1) 304,000 38,681 Bank Hapoalim Ltd.(1) 10,873,500 38,186 Singapore Exchange Ltd.(1) 33,153,000 37,703 Wachovia Corp. 724,000 36,743 Millea Holdings, Inc.(1) 2,766 36,518 American International Group, Inc. 650,000 36,107 Nippon Building Fund, Inc.(1) 3,850 35,075 Hysan Development Co. Ltd.(1) 16,918,847 34,032 Skandinaviska Enskilda Banken AB, Class A(1) 1,971,500 33,842 Capital One Financial Corp. 418,020 31,519 Kimco Realty Corp. 525,000 30,324 Brascan Corp., Class A 785,000 30,322 Chinatrust Financial Holding Co., Ltd.(1) 26,331,099 29,571 Aioi Insurance Co. Ltd.(1) 5,561,000 27,283 DBS Group Holdings Ltd.(1) 3,120,000 25,894 Wharf (Holdings) Ltd.(1) 7,800,000 25,368 Sun Life Financial Inc. 726,480 22,931 Multiplex Group(1) 11,270,904 21,829 Malayan Banking Bhd.(1) 7,535,300 21,688 AMP Ltd.(1) 3,985,202 19,752 Erste Bank der oesterreichischen Sparkassen AG(1) 380,000 18,748 Fairfax Financial Holdings Ltd. 111,000 18,018 Hang Lung Group Ltd.(1) 8,767,000 14,923 XL Capital Ltd., Class A 180,000 13,550 HBOS PLC(1) 907,214 13,197 Bank of the Philippine Islands(1) 14,403,696 12,836 Deutsche Bank AG(1) 60,000 4,658 HKR International Ltd.(1) 4,824,800 3,184 Security Capital European Realty(1,2,3) 15,843 268 7,636,169 TELECOMMUNICATION SERVICES -- 10.07% Vodafone Group PLC(1) 206,100,000 519,667 Telekom Austria AG(1) 18,412,750 343,137 France Telecom, SA(1,2) 10,916,000 312,089 Chunghwa Telecom Co., Ltd.(1) 65,829,000 129,632 Chunghwa Telecom Co., Ltd. (ADR) 4,335,000 90,255 Telefonica, SA(1) 12,733,120 212,918 TDC A/S(1) 4,411,165 194,170 KT Corp. (ADR) 6,865,120 143,687 KT Corp.(1) 859,940 34,633 Portugal Telecom, SGPS, SA(1) 16,803,550 171,560 America Movil SA de CV, Series L (ADR) 2,423,200 137,347 Tele Norte Leste Participacoes SA, preferred nominative 7,444,930 113,314 Tele Norte Leste Participacoes SA, ordinary nominative 762,130 15,775 Tele Norte Leste Participacoes SA, preferred nominative (ADR) 70,000 1,067 Royal KPN NV(1) 15,009,620 119,017 Telecom Italia SpA, nonvoting(1) 44,499,271 117,734 Perusahaan Perseroan (Persero) PT Telekomunikasi Indonesia Tbk, Class B(1) 231,021,000 114,504 Advanced Info Service PCL(1) 49,704,900 114,084 Belgacom SA(1) 3,067,500 105,073 SBC Communications Inc. 4,300,000 100,534 Verizon Communications Inc. 2,725,000 96,410 Swisscom AG(1) 259,389 86,856 BT Group PLC(1) 20,000,000 77,567 Telenor ASA(1) 9,490,000 75,569 AT&T Corp. 3,900,000 73,281 Telefonos de Mexico, SA de CV, Class L (ADR) 3,623,474 67,614 BellSouth Corp. 2,354,000 62,993 O2 PLC(1,2) 20,521,400 47,520 China Unicom Ltd.(1) 54,134,600 43,335 Eircom Group PLC(1) 16,149,984 36,730 Bouygues SA(1) 935,143 35,934 COSMOTE Mobile Telecommunications SA(1) 1,650,000 29,609 KDDI Corp.(1) 5,931 27,108 Sprint Corp. 1,100,000 26,059 Maxis Communications Bhd.(1) 10,000,000 25,947 Singapore Telecommunications Ltd.(1) 16,012,000 24,968 Deutsche Telekom AG(1) 1,265,000 23,485 BCE Inc. 336,865 7,735 Telecomunicacoes de Sao Paulo SA, preferred nominative 380,480,000 7,235 Crown Castle International Corp.(2) 31,459 559 3,966,711 CONSUMER DISCRETIONARY -- 9.97% Hyundai Motor Co.(1) 4,130,000 231,763 Hyundai Motor Co., nonvoting preferred, Series 2(1) 1,877,550 68,985 Toyota Motor Corp.(1) 8,270,300 292,687 Continental AG(1) 3,032,050 214,842 Yamada Denki Co., Ltd.(1) 3,766,000 204,408 Accor SA(1) 4,400,000 203,177 Target Corp. 3,217,500 172,780 Daito Trust Construction Co., Ltd.(1) 4,596,700 172,550 Lowe's Companies, Inc. 2,575,000 147,316 Best Buy Co., Inc. 2,432,000 132,374 Kingfisher PLC(1) 26,680,197 124,656 Publishing & Broadcasting Ltd.(1) 10,565,000 121,077 Harrah's Entertainment, Inc. 1,620,000 116,332 Daimaru, Inc.(1) 13,518,000 116,298 General Motors Corp. 3,555,000 112,089 Kia Motors Corp.(1) 7,500,000 106,890 Bayerische Motoren Werke AG(1) 2,455,000 106,192 Reuters Group PLC(1) 13,736,600 96,356 Dixons Group PLC(1) 34,882,596 95,775 Time Warner Inc.(2) 5,000,000 87,000 Volkswagen AG, nonvoting preferred(1) 2,565,000 82,679 Pearson PLC(1) 5,954,000 71,344 Makita Corp.(1) 3,335,000 65,194 Honda Motor Co., Ltd.(1) 1,320,000 64,627 Limited Brands, Inc. 3,107,517 63,922 Li & Fung Ltd.(1) 32,000,000 61,021 Ford Motor Co. 6,100,000 60,878 Rank Group PLC(1) 12,500,000 60,842 Canon Sales Co., Inc.(1) 2,950,000 52,574 Kesa Electricals PLC(1) 10,295,196 50,110 Fairmont Hotels & Resorts Inc. 1,375,000 47,424 Gap, Inc. 2,030,521 42,641 Clear Channel Communications, Inc. 1,438,800 42,056 LG Electronics Inc.(1) 528,080 38,182 Fuji Heavy Industries Ltd.(1) 8,900,000 37,340 Carnival Corp., units 680,000 35,972 Koninklijke Philips Electronics NV(1) 1,200,000 30,610 Swatch Group Ltd(1) 415,000 25,240 Comcast Corp., Class A(2) 700,000 22,540 News Corp. Inc. 1,219,458 19,670 Mediaset SpA(1) 1,400,000 16,480 Metropole Television(1) 310,000 7,744 Suzuki Motor Corp.(1) 380,000 6,207 TI Automotive Ltd., Class A(1,2) 1,068,000 -- 3,928,844 CONSUMER STAPLES -- 8.85% Altria Group, Inc. 10,257,000 688,655 Diageo PLC(1) 25,850,000 372,143 Nestle SA(1) 1,098,000 289,059 Tesco PLC(1) 45,442,500 258,476 Unilever NV(1) 2,478,000 164,296 Unilever NV (New York registered) 1,265,000 84,173 Foster's Group Ltd.(1) 44,635,814 181,704 Reynolds American Inc. 1,900,000 157,529 Imperial Tobacco Group PLC(1) 5,641,413 152,485 Gallaher Group PLC(1) 7,650,000 117,957 Altadis, SA(1) 2,240,000 91,763 Loblaw Companies Ltd. 1,440,000 83,332 Coca-Cola West Japan Co. Ltd.(1) 3,535,200 79,376 Koninklijke Ahold NV(1,2) 10,335,000 77,884 Kimberly-Clark de Mexico, SA de CV, Class A, ordinary participation certificates 22,846,100 72,497 METRO AG(1) 1,410,000 70,395 Fomento Economico Mexicano, SA de CV (ADR) 1,053,700 57,690 Groupe Danone(1) 593,000 54,622 Uni-Charm Corp.(1) 1,305,000 53,051 Nissin Food Products Co., Ltd.(1) 1,960,000 51,870 Coca-Cola Co. 1,150,000 51,325 PepsiCo, Inc. 700,000 39,410 Procter & Gamble Co. 700,000 38,605 Wal-Mart Stores, Inc. 750,000 35,423 UST Inc. 655,900 29,227 Woolworths Ltd.(1) 2,340,334 28,405 Avon Products, Inc. 660,000 26,228 L'Oreal SA(1) 320,000 23,245 Cia. de Bebidas das Americas -- AmBev, preferred nominative (ADR) 590,000 17,812 SABMiller PLC(1) 850,716 13,063 Royal Numico NV(1,2) 310,000 12,380 Coca-Cola HBC SA(1) 352,182 9,313 Wolverhampton & Dudley Breweries, PLC(1) 164,256 3,305 3,486,698 MATERIALS -- 8.73% Cia. Vale do Rio Doce, preferred nominative, Class A 9,000,400 222,579 Cia. Vale do Rio Doce, ordinary nominative (ADR) 1,797,600 52,184 Dow Chemical Co. 5,664,000 256,522 Barrick Gold Corp. 9,750,000 224,152 BASF AG(1) 3,040,000 201,391 Potash Corp. of Saskatchewan Inc. 2,180,000 197,094 AngloGold Ashanti Ltd.(1) 5,650,000 193,090 Akzo Nobel NV(1) 3,675,000 144,251 L'Air Liquide(1) 812,500 141,054 Phelps Dodge Corp. 1,500,000 131,100 Freeport-McMoRan Copper & Gold Inc., Class B 3,569,800 126,014 Newcrest Mining Ltd.(1) 11,466,000 114,718 James Hardie Industries Ltd.(1) 21,986,900 111,592 LG Chem, Ltd.(1) 3,013,000 106,065 Formosa Chemicals & Fibre Corp.(1) 53,202,000 96,173 Formosa Plastics Corp.(1) 55,600,000 94,419 Norske Skogindustrier ASA, Class A(1) 4,870,000 74,228 Gold Fields Ltd.(1) 6,500,000 71,276 International Paper Co. 2,100,000 67,641 Weyerhaeuser Co. 1,040,000 66,716 Georgia-Pacific Corp., Georgia-Pacific Group 1,998,300 66,224 Bayer AG(1) 1,805,000 60,722 Eastman Chemical Co. 1,000,000 58,780 Impala Platinum Holdings Ltd.(1) 702,389 58,700 DSM NV(1) 834,828 55,938 UPM-Kymmene Corp.(1) 2,784,000 53,700 Ivanhoe Mines Ltd.(2) 7,000,000 52,123 POSCO(1) 256,730 45,425 Nan Ya Plastics Corp.(1) 32,500,000 44,167 Nitto Denko Corp.(1) 750,000 42,130 Placer Dome Inc. 2,600,000 34,777 Sonoco Products Co. 1,200,000 31,956 Sumitomo Chemical Co., Ltd.(1) 6,443,000 29,799 Cemex, SA de CV, ordinary participation certificates, units (ADR) 556,200 21,247 Lyondell Chemical Co. 700,000 16,618 Yara International ASA(1) 1,131,800 16,599 Stora Enso Oyj (ADR) 1,086,300 14,361 M-real Oyj, Class B(1) 2,369,500 12,762 Sappi Ltd.(1) 1,239,000 11,810 Smurfit-Stone Container Corp.(2) 974,200 10,589 Alcoa Inc. 315,000 8,536 3,439,222 ENERGY -- 6.81% "Shell" Transport and Trading Co., PLC(1) 51,290,000 $ 444,836 "Shell" Transport and Trading Co., PLC (ADR) (New York registered) 1,325,000 69,496 Royal Dutch Petroleum Co. (New York registered) 3,435,000 201,222 Royal Dutch Petroleum Co.(1) 2,527,000 146,880 ENI SpA(1) 16,147,600 413,360 TOTAL SA(1) 1,065,000 234,899 TOTAL SA (ADR) 250,000 27,798 Petroleo Brasileiro SA -- Petrobras, preferred nominative (ADR) 3,120,000 130,728 Petroleo Brasileiro SA -- Petrobras, ordinary nominative (ADR) 2,000,000 94,400 Husky Energy Inc. 4,165,000 138,778 Norsk Hydro ASA(1) 1,665,900 134,895 Oil & Natural Gas Corp. Ltd.(1) 5,858,000 123,462 Canadian Oil Sands Trust(3) 1,100,000 70,240 Canadian Oil Sands Trust 30,041 1,918 Reliance Industries Ltd.(1) 5,867,000 72,015 Sunoco, Inc. 658,900 67,584 Schlumberger Ltd. 720,000 49,227 Williams Companies, Inc. 1,935,000 35,623 Exxon Mobil Corp. 600,000 33,720 ChevronTexaco Corp. 620,000 33,344 Marathon Oil Corp. 670,000 32,488 Sasol Ltd.(1) 1,100,000 27,090 SBM Offshore NV(1) 418,259 26,773 Kinder Morgan, Inc. 300,000 23,313 SK Corp.(1) 406,820 21,098 Unocal Corp. 320,000 18,237 Enbridge Inc. 460,000 12,262 2,685,686 HEALTH CARE -- 6.46% Roche Holding AG(1) 3,039,832 383,445 Sanofi-Aventis(1) 4,219,900 380,036 AstraZeneca PLC (Sweden)(1) 6,129,800 260,422 Novo Nordisk A/S, Class B(1) 4,966,000 254,894 Fresenius Medical Care AG(1) 2,050,000 160,772 Fresenius Medical Care AG, preferred(1) 1,300,000 79,653 Bristol-Myers Squibb Co. 6,290,000 159,514 Merck KGaA(1) 2,041,000 157,906 Mediceo Holdings Co. Ltd.(1,4) 11,121,000 148,795 Eli Lilly and Co. 2,200,000 128,260 Pfizer Inc 3,000,000 83,700 Johnson & Johnson 1,130,000 75,823 Abbott Laboratories 1,541,300 74,352 Forest Laboratories, Inc.(2) 1,865,000 71,952 Shionogi & Co., Ltd.(1) 4,050,000 55,650 Astellas Pharmaceutical Inc.(1) 1,460,000 51,991 CSL Ltd.(1) 790,000 17,145 2,544,310 INFORMATION TECHNOLOGY -- 5.37% Hewlett-Packard Co. 10,500,000 236,355 Taiwan Semiconductor Manufacturing Co. Ltd.(1) 95,976,131 173,621 Taiwan Semiconductor Manufacturing Co., Ltd. (ADR) 5,260,000 48,445 Microsoft Corp. 7,348,700 189,596 ASML Holding NV(1,2) 5,746,000 92,446 ASML Holding NV (New York registered)(2) 5,105,000 82,293 Murata Manufacturing Co., Ltd.(1) 2,182,000 110,831 Xerox Corp.(2) 8,000,000 108,560 Mediatek Incorporation(1) 12,559,969 108,215 Samsung Electronics Co., Ltd.(1) 214,118 103,336 Intersil Corp., Class A 5,250,000 98,490 Cisco Systems, Inc.(2) 5,041,500 97,704 International Business Machines Corp. 1,145,000 86,505 Sun Microsystems, Inc.(2) 20,500,000 78,105 Telefonaktiebolaget LM Ericsson, Class B(1) 12,095,000 38,051 Telefonaktiebolaget LM Ericsson, Class B (ADR) 895,000 28,130 livedoor Co., Ltd.(1,2) 22,083,000 62,353 Samsung SDI Co., Ltd.(1) 585,000 55,848 Delta Electronics, Inc.(1) 30,870,700 49,970 First Data Corp. 1,250,000 47,287 Hoya Corp.(1) 387,000 43,200 Intel Corp. 1,400,000 37,702 Rohm Co., Ltd.(1) 350,000 32,667 Texas Instruments Inc. 1,000,000 27,640 Agilent Technologies, Inc.(2) 950,000 22,810 Analog Devices, Inc. 600,000 22,248 Chi Mei Optoelectronics Corp.(1) 12,000,000 18,908 Corning Inc.(2) 723,513 11,345 Kyoden Co., Ltd.(1) 200,000 1,960 Premier Farnell PLC(1) 200,000 589 2,115,210 INDUSTRIALS -- 5.20% United Parcel Service, Inc., Class B 2,771,700 204,136 Sandvik AB(1) 4,936,000 194,581 Wesfarmers Ltd.(1) 6,030,000 166,919 General Electric Co. 4,300,000 156,864 Singapore Technologies Engineering Ltd.(1) 98,500,000 141,912 Tyco International Ltd. 4,830,000 139,732 Atlas Copco AB, Class A(1) 6,720,000 102,452 Atlas Copco AB, Class B(1) 1,800,000 25,266 Qantas Airways Ltd.(1) 50,615,409 122,393 Siemens AG(1) 1,500,000 109,398 3M Co. 1,225,000 93,896 Marubeni Corp.(1) 24,500,000 77,749 United Technologies Corp. 665,000 70,955 American Standard Inc. 1,227,700 52,546 Deere & Co. 750,000 49,612 Manpower Inc. 1,150,000 45,805 Brambles Industries Ltd.(1) 6,600,000 39,555 FANUC LTD(1) 550,000 34,098 Mitsubishi Corp.(1) 2,400,000 31,776 Deutsche Post AG(1) 1,250,000 29,361 Vedior NV(1) 2,000,000 28,403 Asahi Diamond Industrial Co., Ltd.(1,4) 3,950,000 24,740 Rentokil Initial PLC(1) 9,090,000 24,406 JS Group Corp.(1) 1,300,000 22,131 Brambles Industries PLC(1) 4,000,000 21,917 Cooper Industries, Ltd., Class A 315,000 21,716 Singapore Post Private Ltd.(1) 32,160,000 17,706 2,050,025 UTILITIES -- 4.90% Veolia Environnement(1) 8,142,300 $ 307,107 E.ON AG(1) 3,179,214 275,308 National Thermal Power Corp. Ltd.(1) 108,865,000 208,559 Scottish Power PLC(1) 23,590,000 198,697 Gas Natural SDG, SA(1) 6,869,500 192,745 National Grid Transco PLC(1) 13,745,000 134,312 National Grid Transco PLC (ADR) 439,725 21,687 Korea Electric Power Corp.(1) 3,823,280 112,762 GAIL (India) Ltd.(1) 15,440,000 75,425 Southern Co. 1,450,000 49,228 Exelon Corp. 875,000 40,994 Dominion Resources, Inc. 567,811 39,923 PG&E Corp. 1,080,000 38,632 Hong Kong and China Gas Co. Ltd.(1) 19,118,000 38,291 Cia. Energetica de Minas Gerais -- CEMIG, preferred nominative 1,260,000,000 38,229 FirstEnergy Corp. 780,000 34,554 Equitable Resources, Inc. 525,000 33,369 American Electric Power Co., Inc. 700,000 24,983 FPL Group, Inc. 594,000 24,146 Xcel Energy Inc. 925,000 17,048 Progress Energy, Inc. 350,000 15,481 Consolidated Edison, Inc. 180,000 8,192 1,929,672 MISCELLANEOUS -- 1.72% Other common stocks in initial period of acquisition 677,972 Total common stocks (cost: $28,714,721,000) 34,460,519 Preferred stocks -- 0.03% FINANCIALS -- 0.03% Unibanco-Uniao de Bancos Brasileiros SA, units (GDR) 372,000 13,355 Total preferred stocks (cost: $13,321,000) 13,355 Rights -- 0.00% INDUSTRIALS -- 0.00% Sandvik AB, rights, expire 2005(2) 97,800 58 Total rights (cost: $0) 58 Shares or Market value Convertible securities -- 0.81% principal amount (000) CONSUMER DISCRETIONARY -- 0.26% Ford Motor Co. Capital Trust II 6.50% cumulative convertible trust preferred 2032 2,496,050 $101,340 INFORMATION TECHNOLOGY -- 0.20% Nortel Networks Corp. 4.25% convertible notes 2008 $40,000,000 36,750 Agere Systems Inc. 6.50% convertible notes 2009 $25,500,000 25,404 ASML Holding NV 5.50% convertible notes 2010 Euro 12,700,000 18,776 80,930 TELECOMMUNICATION SERVICES -- 0.11% Crown Castle International Corp. 6.25% convertible preferred 2012(2) 635,200 30,013 Deutsche Telekom International Finance BV 6.50% convertible bonds 2006 Euro 10,000,000 14,065 44,078 HEALTH CARE -- 0.06% Baxter International Inc. 7.00% convertible preferred 2006 400,000 units 22,200 UTILITIES -- 0.06% Korea Deposit Insurance Corp. 2.25% convertible debentures 2005(3) $17,700,000 22,081 INDUSTRIALS -- 0.05% Tyco International Group SA, Series B, 3.125% convertible debentures 2023 $15,000,000 20,606 MATERIALS -- 0.04% Freeport-McMoRan Copper & Gold Inc. 5.50% convertible preferred(3) 20,000 17,915 FINANCIALS -- 0.03% Travelers Property Casualty Corp. 4.50% convertible subordinated note 2032 $500,000 11,050 Total convertible securities (cost: $355,069,000) 320,200 Principal amount Bonds & notes -- 1.22% (000) GOVERNMENT & GOVERNMENT AGENCY BONDS & NOTES -- 0.54% Brazilian Treasury Bill 0% 2006 R$370 132,779 United Mexican States Government, Series MI10, 8.00% 2013 MXP4,409 36,844 United Mexican States Government, Series M20, 8.00% 2023 4,436 34,359 United Mexican States Government 9.50% 2014 805 7,355 211,337 CONSUMER DISCRETIONARY -- 0.50% General Motors Corp. 8.375% 2033 $192,348 147,680 General Motors Corp. 8.25% 2023 24,529 18,693 General Motors Corp. 7.20% 2011 7,290 6,275 General Motors Corp. 7.125% 2013 2,300 1,917 General Motors Acceptance Corp. 6.875% 2011 10,820 9,448 General Motors Acceptance Corp. 7.25% 2011 5,995 5,350 General Motors Acceptance Corp. 7.00% 2012 5,920 5,136 General Motors Acceptance Corp. 6.875% 2012 2,995 2,582 197,081 TELECOMMUNICATION SERVICES -- 0.06% AT&T Wireless Services, Inc. 8.125% 2012 20,000 23,961 CONSUMER STAPLES -- 0.06% Ahold Finance U.S.A., Inc. 8.25% 2010 $ 12,990 $ 14,224 Ahold Finance U.S.A., Inc. 6.25% 2009 9,065 9,292 23,516 ENERGY -- 0.04% El Paso Corp. 7.875% 2012 14,500 14,645 INFORMATION TECHNOLOGY -- 0.02% Flextronics International Ltd. 6.50% 2013 10,000 10,225 MATERIALS -- 0.00% APP International Finance Co. BV 11.75% 2005(5) 1,150 592 Total bonds & notes (cost: $466,373,000) 481,357 Short-term securities -- 10.05% Freddie Mac 2.85%-3.07% due 6/7-8/10/2005 289,800 289,142 Toyota Motor Credit Corp. 2.97%-3.09% due 6/20-7/21/2005 147,300 146,880 Toyota Credit Corp. Puerto Rico 3.04% due 7/7/2005 17,000 16,949 Dexia Delaware LLC 2.99%-3.13% due 6/23-8/9/2005 154,000 153,473 Barclays U.S. Funding Corp. 2.96%-3.105% due 6/17-7/21/2005 149,485 149,157 Danske Bank A/S, Series A 3.10%-3.13% due 7/20-8/3/2005 145,000 144,296 BNP Paribas Finance Inc. 2.93%-2.96% due 6/9-6/22/2005 142,900 142,721 HBOS Treasury Services PLC 2.93%-3.14% due 6/2-8/11/2005 140,000 139,542 Stadshypotek Delaware Inc. 2.94%-3.175% due 6/8-8/15/2005(3) 138,300 138,000 American Honda Finance Corp. 3.01%-3.10% due 7/6-7/27/2005 130,300 129,856 Royal Bank of Scotland PLC 2.88%-2.96% due 6/1-6/14/2005 125,000 124,919 Bank of Ireland 2.85%-3.175% due 6/3-8/22/2005(3) 125,000 124,446 KfW International Finance Inc. 2.92%-3.10% due 6/15-8/1/2005(3) 123,700 123,251 ANZ National (International) Ltd. 3.14%-3.21% due 8/10-8/24/2005(3) 122,300 121,456 Allied Irish Banks N.A. Inc. 2.93%-3.15% due 6/1-8/9/2005(3) 121,200 120,876 Canadian Imperial Bank of Commerce 2.96%-3.09% due 6/13-7/14/2005 64,700 64,698 Canadian Imperial Holdings Inc. 3.08% due 7/19/2005 50,000 49,791 Federal Home Loan Bank 2.81%-2.95% due 6/8-6/30/2005 109,100 108,939 Amsterdam Funding Corp. 3.07%-3.13% due 7/11-7/22/2005(3) 74,150 73,865 ABN-AMRO North America Finance Inc. 3.06% due 7/11/2005 35,000 34,879 Siemens Capital Co. LLC 2.91%-2.93% due 6/6-6/14/2005 100,000 99,919 HSBC USA Inc. 2.975%-3.03% due 6/9-6/28/2005 97,300 97,156 Calyon North America Inc. 3.025%-3.085% due 7/5-7/20/2005 91,300 90,978 Old Line Funding LLC 3.07% due 7/7/2005(3) 50,000 49,842 Thunder Bay Funding, LLC 3.02% due 6/16/2005(3) 40,000 39,946 Bank of Montreal 2.96% due 6/15/2005 89,700 89,698 CBA (Delaware) Finance Inc. 3.01%-3.10% due 6/6-7/25/2005 87,835 87,601 BMW U.S. Capital Corp. 2.90%-2.93% due 6/15-6/17/2005(3) 85,000 84,891 Shell Finance (U.K.) PLC 3.01%-3.05% due 7/1-7/14/2005 81,200 80,933 Mont Blanc Capital Corp. 3.10% due 7/18/2005(3) 43,800 43,623 ING (U.S.) Funding LLC 2.935% due 6/7/2005 36,000 35,980 Westpac Trust Securities N.Z. Ltd. 3.14%-3.15% due 8/9/2005 53,900 53,574 Westpac Capital Corp. 3.18% due 8/22/2005 23,475 23,304 IXIS Commerical Paper Corp. 2.94%-3.14% due 6/17-8/2/2005(3) 70,300 70,086 Spintab AB (Swedmortgage) 3.14%-3.17% due 8/5-8/17/2005 60,200 59,826 GlaxoSmithKline Finance PLC 2.82% due 6/3/2005 50,000 49,989 Barton Capital LLC 3.025% due 6/16/2005(3) 50,000 49,933 Edison Asset Securitization LLC 3.05% due 7/18/2005(3) 50,000 49,795 UBS Finance (Delaware) LLC 3.085% due 7/19/2005 50,000 49,790 Rabobank USA Financial Corp. 3.09% due 7/28/2005 50,000 49,765 Alcon Capital Corp 3.03%-3.06% due 7/11/2005(3) 45,000 44,844 DuPont (E.I.) de Nemours & Co. 2.86% due 6/2/2005 44,400 44,393 CAFCO, LLC 3.13% due 8/4/2005(3) 40,000 39,773 Bank of America Corp. 3.10% due 7/26/2005 37,600 37,419 International Lease Finance Corp. 2.94% due 6/6/2005 25,000 24,988 Tennessee Valley Authority 2.84% due 6/16/2005 25,000 24,969 Total Capital S.A. 3.06% due 7/22/2005(3) 25,000 24,894 Variable Funding Capital Corp. 3.10% due 7/27/2005(3) 25,000 24,882 National Australia Funding (DE) Inc. 3.06% due 7/15/2005(3) 24,100 24,008 DaimlerChrysler Revolving Auto Conduit LLC I 3.20% due 8/24/2005 14,415 14,306 Total short-term securities (cost: $3,958,098,000) 3,958,241 Total investment securities (cost: $33,507,582,000) 39,233,730 Other assets less liabilities 169,839 Net assets $39,403,569 "Miscellaneous" securities include holdings in their initial period of acquisition that have not previously been publicly disclosed. (1) Valued under fair value procedures adopted by authority of the Board of Directors. At May 31, 2005, 224 of the fund's securities, including those in "Miscellaneous" securities (with aggregate value of $22,974,495,000), were fair valued under procedures that took into account significant price changes that occurred between the close of trading in those securities and the close of regular trading on the New York Stock Exchange. (2) Security did not produce income during the last 12 months. (3) Purchased in a private placement transaction; resale may be limited to qualified insititutional buyers; resale to the public may require registration. The total value of all such restricted securities was $1,358,915,000, which represented 3.45% of the net assets of the fund. (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 ITEM 7 - Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies Not applicable to this Registrant, insofar as the Registrant is not a closed-end management investment company. ITEM 8 - Portfolio Managers of Closed-End Management Investment Companies Not applicable to this Registrant, insofar as the Registrant is not a closed-end management investment company. ITEM 9 - Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers Not applicable to this Registrant, insofar as the Registrant is not a closed-end management investment company. ITEM 10 - Submission of Matters to a Vote of Security Holders There have been no material changes to the procedures by which shareholders may recommend nominees to the Registrant's Board of 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 Nominating Committee of the Registrant, c/o the Registrant's Secretary, and must be accompanied by complete biographical and occupational data on the prospective nominee, along with a written consent of the prospective nominee for consideration of his or her name by the Nominating Committee. ITEM 11 - Controls and Procedures (a) The Registrant's Principal Executive Officer and Principal Financial Officer have concluded, based on their evaluation of the Registrant's disclosure controls and procedures (as such term is defined in Rule 30a-3 under the Investment Company Act of 1940), that such controls and procedures are adequate and reasonably designed to achieve the purposes described in paragraph (c) of such rule. (b) There were no changes in the Registrant's internal controls over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the Registrant's second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting. ITEM 12 - Exhibits (a) (1) The Code of Ethics - not applicable for filing of Semiannual Reports to Shareholders. (a) (2) The certifications required by Rule 30a-2 of the Investment Company Act of 1940, as amended, and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 are attached as exhibits hereto. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CAPITAL WORLD GROWTH AND INCOME FUND, INC. By /s/ Stephen E. Bepler - ------------------------------------ Stephen E. Bepler, President and PEO Date: August 8, 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: August 8, 2005 By /s/ Jeffrey P. Regal - ----------------------------------- Jeffrey P. Regal, Treasurer and PFO Date: August 8, 2005