Item 1. Report to Shareholders T. Rowe Price International Stock Portfolio - -------------------------------------------------------------------------------- December 31, 2003 Certified Annual Report This report is certified under the Sarbanes-Oxley Act of 2002, which requires that public companies, including mutual funds, affirm that the information provided in their annual and semiannual shareholder reports fully and fairly represents their financial position. T. Rowe Price International Stock Portfolio Certified Annual Report Performance Comparison - -------------------------------------------------------------------------------- This chart shows the value of a hypothetical $10,000 investment in the fund over the past 10 fiscal year periods or since inception (for funds lacking 10-year records). The result is compared with a broad-based average or index. The index return does not reflect expenses, which have been deducted from the fund's return. (Graphic Omitted) International Stock Portfolio - -------------------------------------------------------------------------------- As of 12/31/03 International Stock Portfolio $ 14,090 MSCI EAFE Index $ 15,402 Lipper Variable Annuity Underlying International Funds Average $ 15,807 Lipper Variable Annuity International MSCI Underlying Stock EAFE International Portfolio Index Funds Average 3/31/94 $ 10,000 $ 10,000 $ 10,000 12/94 10,180 10,435 10,039 12/95 11,318 11,640 11,124 12/96 12,982 12,380 12,691 12/97 13,383 12,635 13,638 12/98 15,505 15,204 15,488 12/99 20,672 19,355 21,597 12/00 16,984 16,653 18,051 12/01 13,211 13,122 14,237 12/02 10,795 11,067 11,698 12/03 14,090 15,402 15,807 Average Annual Compound Total Return - -------------------------------------------------------------------------------- Since Inception Periods Ended 12/31/03 1 Year 3 Years 5 Years 3/31/94 - -------------------------------------------------------------------------------- International Stock Portfolio 30.52% -6.04% -1.90% 3.58% MSCI EAFE Index 39.17 -2.57 0.26 4.53 Lipper Variable Annuity Underlying International Funds Average 35.41 -4.25 1.34 5.28 Past performance cannot guarantee future results. Investment return and principal value represent past performance and will vary. Shares may be worth more or less at redemption than at original purchase. Total returns do not include charges imposed by your insurance company's separate account. If these were included, performance would have been lower. Dear Shareholder, International stocks soared and the fund posted a powerful return of 30.52% in 2003, although performance lagged the MSCI EAFE Index and Lipper Variable Annuity International Funds Average due to the fund's emphasis on growth stocks. International value stocks significantly outperformed growth stocks from the end of 2002 through most of 2003, although growth stocks began to narrow the gap in recent months. As you know, the fund seeks to provide long-term growth of capital by investing primarily in established companies outside the U.S. The fund is diversified broadly among developed and some emerging markets. It focuses primarily on larger-cap and, to a lesser extent, on medium-cap growth stocks. Major International Index Returns - -------------------------------------------------------------------------------- 12-Month Period Ended 12/31/03 Return - -------------------------------------------------------------------------------- MSCI EAFE 39.17% MSCI Europe 39.14 MSCI Japan 36.15 MSCI Pacific Ex-Japan 47.03 MSCI Latin America 73.66 S&P 500 Stock Index 28.68 The Major International Index Returns table shows how various international markets performed over the fund's fiscal year. As you can see, Latin American and other emerging markets outpaced the developed markets of Europe and Japan over the 12-month period, and all international stocks surpassed U.S. shares measured by the S&P 500 Index. Top 5 Sectors - -------------------------------------------------------------------------------- Percent of Net Assets 12/31/02 12/31/03 - -------------------------------------------------------------------------------- Financials 19.5% 23.3% Consumer Discretionary 18.3 18.3 Telecommunication Services 9.3 10.3 Health Care 12.2 9.4 Consumer Staples 9.5 8.9 The Top 5 Sectors table reflects the portfolio's allocation to various sectors during the same period. We reduced our exposure to health care stocks and increased our allocation of financial and telecommunication services holdings where we see opportunities in the months ahead. (Graphic Omitted) Geographic Diversification - -------------------------------------------------------------------------------- Europe Japan Pacific Rim Latin America Other and Reserves 69% 18% 8% 2% 3% Based on net assets as of 12/31/03. The Geographic Diversification chart shows the fund's geographic profile as of December 31, 2003. In accordance with the fund's strategy of investing in established larger-cap companies, our highest regional exposure was to European markets and Japan, where most of these companies are located. The portfolio normally invests only a small portion of its assets in Latin American and Asian markets outside Japan. Please see the Portfolio of Investments section following this letter for a breakdown by individual country. Finally, I'm sure you are aware that mutual fund companies have recently come under scrutiny for their trading policies. The investigations have led to allegations that executives of several mutual fund companies permitted or engaged in improper mutual fund trading. In addition, certain intermediaries that process fund transactions are alleged to have assisted some investors in executing improper mutual fund trades. I want T. Rowe Price shareholders to know that we emphatically condemn the abuses that have been revealed or alleged against other firms in our industry. Our firm has not entered and will not enter into any agreements with any investors or intermediaries that authorize after-hours trading or excessive short-term trading in any of our funds. T. Rowe Price investors can be assured that our firm unequivocally opposes illegal or inappropriate trading of any nature and has policies and procedures in place designed to protect the best interests of our long-term shareholders. No T. Rowe Price executives or portfolio managers or investment personnel of the T. Rowe Price mutual funds have engaged in any inappropriate trading of T. Rowe Price mutual funds. You may find out more about our trading policies and the steps we take to protect your interests by visiting our Web site (troweprice.com). These policies are also spelled out in your fund's prospectus. We thank you for your continued support. Respectfully, James S. Riepe Chairman January 16, 2004 Financial Highlights T. Rowe Price International Stock Portfolio Certified Shareholder Report and Financials For a share outstanding throughout each period ---------------------------------------------------------- Year Ended 12/31/03 12/31/02 12/31/01 12/31/00 12/31/99 NET ASSET VALUE Beginning of period $ 9.26 $ 11.47 $ 15.07 $ 19.04 $ 14.52 Investment activities Net investment income (loss) 0.13 0.10 0.24 0.07 0.12 Net realized and unrealized gain (loss) 2.69 (2.20) (3.59) (3.46) 4.69 Total from investment activities 2.82 (2.10) (3.35) (3.39) 4.81 Distributions Net investment income (0.13) (0.10) (0.25) (0.10) (0.07) Net realized gain (0.01) (0.01) -- (0.48) (0.22) Total distributions (0.14) (0.11) (0.25) (0.58) (0.29) NET ASSET VALUE End of period $ 11.94 $ 9.26 $ 11.47 $ 15.07 $ 19.04 ---------------------------------------------------------- Ratios/Supplemental Data Total return^ 30.52% (18.29)% (22.21)% (17.84)% 33.32% Ratio of total expenses to average net assets 1.05% 1.05% 1.05% 1.05% 1.05% Ratio of net investment income (loss) to average net assets 1.22% 0.93% 1.90% 0.43% 0.83% Portfolio turnover rate 26.9% 28.8% 27.7% 41.7% 25.4% Net assets, end of period (in thousands) $ 508,876 $ 439,350 $ 550,329 $ 662,159 $ 707,330 ^ Total return reflects the rate that an investor would have earned on an investment in the fund during each period, assuming reinvestment of all distributions. The accompanying notes are an integral part of these financial statements. Portfolio of Investments ss. T. Rowe Price International Stock Portfolio Certified Annual Report December 31, 2003 Shares Value - -------------------------------------------------------------------------------- ($ 000s) AUSTRALIA 1.5% Common Stocks 0.9% BHP Billiton 372,876 3,422 Coles Myer 179,000 1,019 4,441 Preferred Stocks 0.6% News Corporation 395,569 2,979 2,979 Total Australia (Cost $6,050) 7,420 BELGIUM 0.8% Common Stocks 0.8% Dexia 117,450 2,021 Fortis 24,822 499 Fortis (Unified shares) 40,160 808 UCB 16,864 635 Total Belgium (Cost $2,919) 3,963 BRAZIL 0.9% Common Stocks 0.9% Companhia de Bebidas ADR (USD) 64,600 1,648 Grupo Pao de Acucar ADR (USD) 20,100 506 Petroleo Brasileiro (Petrobras) ADR (1 ADR represents 1 preferred share) (USD) 91,120 2,429 Total Brazil (Cost $3,553) 4,583 CANADA 0.3% Common Stocks 0.3% Alcan Aluminum 16,680 782 Royal Bank of Canada 13,380 640 Total Canada (Cost $681) 1,422 CHINA 0.2% Common Stocks 0.2% China Life Insurance (Restricted shares) (HKD) * 1,255,000 1,026 Total China (Cost $586) 1,026 DENMARK 0.6% Common Stocks 0.6% Novo Nordisk, Series B 73,305 2,983 Total Denmark (Cost $2,307) 2,983 FINLAND 1.3% Common Stocks 1.3% Nokia 372,366 6,432 Total Finland (Cost $3,198) 6,432 FRANCE 15.6% Common Stocks 15.6% Aventis 60,247 3,978 AXA 146,744 3,137 BNP Paribas 143,326 9,015 Compagnie de Saint-Gobain 61,580 3,011 Credit Agricole 156,229 3,726 France Telecom * 162,400 4,637 Groupe Danone 4,610 752 Hermes 19,541 3,777 L'Oreal 32,086 2,628 Lafarge 6,605 587 LVMH 51,249 3,726 Pinault Printemps Redoute 9,128 881 Renault 10,396 716 Sanofi-Synthelabo 90,161 6,782 Schneider Electric 49,592 3,243 Societe Generale 15,298 1,349 Societe Television Francaise 1 164,693 5,744 Sodexho Alliance 86,779 2,614 STMicroelectronics 65,547 1,776 Thomson 61,200 1,301 Total, Series B 81,804 15,192 Vivendi Universal * 37,736 916 Total France (Cost $52,922) 79,488 GERMANY 2.4% Common Stocks 2.4% Allianz 13,253 1,671 Bayer 26,752 783 Bayerische Hypo-und Vereinsbank * 41,041 948 Celesio 19,897 964 Deutsche Bank 38,803 3,212 E.On 18,233 1,188 Hypo Real Estate (Spin Off Shares) * 10,260 256 Rhoen-Klinikum 18,139 1,017 SAP 8,070 1,354 Siemens 12,849 1,028 Total Germany (Cost $10,230) 12,421 HONG KONG 1.3% Common Stocks 1.3% Cheung Kong Holdings 171,000 1,355 China Mobile (Hong Kong) 695,000 2,130 Hong Kong & China Gas 684,000 1,044 Sun Hung Kai Properties 243,000 2,003 Total Hong Kong (Cost $5,282) 6,532 INDIA 1.3% Common Stocks 1.3% Hindustan Lever 720,910 3,241 Infosys Technologies 11,700 1,431 Zee Telefilms 527,800 1,735 Total India (Cost $5,905) 6,407 ISRAEL 0.1% Common Stocks 0.1% Check Point Software Technologies (USD) * 28,726 483 Total Israel (Cost $560) 483 ITALY 5.0% Common Stocks 5.0% Alleanza Assicurazioni 253,540 2,773 Banca Intesa 282,135 1,102 Banco Popolare di Verona e Novara 63,200 1,069 ENI 323,658 6,101 Mediaset 93,469 1,109 Mediolanum 121,295 955 Telecom Italia * 736,785 2,182 Telecom Italia Mobile 553,094 3,003 Telecom Italia-RNC * 897,147 1,825 UniCredito Italiano 1,013,411 5,465 Total Italy (Cost $17,092) 25,584 JAPAN 18.1% Common Stocks 18.1% Canon 56,000 2,608 Credit Saison 75,200 1,699 Dai Nippon Printing 81,000 1,138 Daito Trust Construction 53,500 1,588 Daiwa House Industry 172,000 1,830 Daiwa Securities 358,000 2,436 Denso 69,300 1,365 Fanuc 17,100 1,025 Fuji Television Network 219 1,186 Fujisawa Pharmaceutical 76,000 1,621 Funai Electric 12,900 1,771 Honda 66,900 2,972 Hoya 10,700 983 Keyence 5,500 1,160 Kirin Brewery 131,000 1,118 Kyocera 14,100 940 Marui 116,800 1,472 Mitsubishi 160,000 1,696 Mitsubishi Estate 224,000 2,124 Mitsubishi Heavy Industries 249,000 693 Mitsui Fudosan 433,000 3,912 Mitsui Trust Holdings * 253,000 1,414 NEC 61,000 449 Nippon Telegraph & Telephone 317 1,530 Nissan Motor 103,200 1,179 Nomura Holdings 337,000 5,741 NTT DoCoMo 1,730 3,924 Oji Paper 193,000 1,247 Oki Electric Industry * 185,000 723 Orix 8,200 678 Rohm 22,200 2,603 Secom 121,000 4,518 Sekisui House 154,000 1,591 Seven-Eleven Japan 116,000 3,519 Shin-Etsu Chemical 29,700 1,214 SMC 12,100 1,507 Sony 30,400 1,053 Sumitomo 84,000 626 Sumitomo Metal Industries 1,289,000 1,275 Sumitomo Mitsui Financial 596 3,176 Suzuki Motor 117,000 1,732 Takeda Chemical Industries 18,800 746 Teijin 335,000 985 Toyoda Gosei 32,700 943 Toyota Motor 74,800 2,527 UFJ Holdings * 746 3,586 Uniden 75,000 1,377 Vodafone Holdings K. K. 1,186 3,177 Yamanouchi Pharmaceutical 83,000 2,580 Yamato Transport 86,000 1,013 Total Japan (Cost $81,075) 91,970 LUXEMBOURG 0.1% Common Stocks 0.1% SES Global (1 FDR Represents 1 A share) 28,390 286 Total Luxembourg (Cost $408) 286 MEXICO 1.4% Common Stocks 1.4% America Movil ADR Series L (USD) 78,400 2,144 Femsa UBD Units (Represents 1 Series B and 4 Series D shares) 381,790 1,409 Grupo Financiero BBVA Bancomer, Series B * 2,139,000 1,827 Wal-Mart de Mexico 704,926 2,009 Total Mexico (Cost $6,034) 7,389 NETHERLANDS 4.8% Common Stocks 4.8% Akzo Nobel 7,184 277 ASML Holding * 151,490 3,001 ING Groep 215,400 5,018 Koninklijke Numico * 92,527 2,554 Philips Electronics 155,052 4,523 Reed Elsevier 135,670 1,684 Royal Dutch Petroleum 30,100 1,585 Royal KPN * 316,700 2,442 Royal KPN 144A * 78,500 605 VNU 53,538 1,690 Wolters Kluwer 78,242 1,222 Total Netherlands (Cost $20,003) 24,601 NORWAY 0.3% Common Stocks 0.3% Orkla, Series A 66,020 1,476 Total Norway (Cost $926) 1,476 RUSSIA 0.7% Common Stocks 0.7% Gazprom ADR (USD) 2,800 73 Lukoil ADR 144A (USD) 14,220 1,326 Mobile Telesystems ADR (USD) 3,900 323 YUKOS ADR (USD) 38,654 1,623 Total Russia (Cost $2,732) 3,345 SINGAPORE 0.9% Common Stocks 0.9% MobileOne Limited 1,156,000 1,021 United Overseas Bank 463,424 3,602 Total Singapore (Cost $3,656) 4,623 SOUTH KOREA 1.6% Common Stocks 1.6% POSCO ADR (USD) 35,922 1,220 Samsung Electronics 13,056 4,942 South Korea Telecom 13,540 2,262 Total South Korea (Cost $4,584) 8,424 SPAIN 3.8% Common Stocks 3.8% Antena 3 Television * 634 28 Banco Bilbao Vizcaya Argentaria 306,476 4,228 Banco Santander Central Hispano 325,345 3,849 Endesa 103,474 1,988 Gas Natural 85,580 2,000 Inditex 98,100 1,990 Repsol 53,362 1,040 Telefonica 179,536 2,633 Telefonica ADR (USD) 32,281 1,427 Total Spain (Cost $14,683) 19,183 SWEDEN 2.7% Common Stocks 2.7% Electrolux, Series B 69,590 1,529 Hennes & Mauritz, Series B 144,790 3,442 LM Ericsson, Series B * 531,629 953 NORDEA 206,288 1,549 Sandvik 16,720 577 Securitas, Series B 432,852 5,837 Total Sweden (Cost $12,255) 13,887 SWITZERLAND 6.2% Common Stocks 6.2% Adecco 116,720 7,500 Credit Suisse Group 106,500 3,895 Nestle 42,161 10,529 Roche Holding (Participation certificates) 28,000 2,823 UBS 99,888 6,838 Total Switzerland (Cost $20,224) 31,585 TAIWAN 0.6% Common Stocks 0.6% China Trust Finance Holdings 621,600 624 MediaTek 94,150 885 Taiwan Semiconductor Manufacturing 937,320 1,753 Total Taiwan (Cost $2,709) 3,262 THAILAND 0.5% Common Stocks 0.5% Bangkok Bank NVDR * 1,024,000 2,817 Total Thailand (Cost $1,286) 2,817 TURKEY 0.4% Common Stocks 0.4% Turkcell Iletisim Hizmet ADR (USD) * 68,474 1,818 Total Turkey (Cost $1,093) 1,818 UNITED KINGDOM 24.4% Common Stocks 24.4% Abbey National 100,818 956 AstraZeneca 116,973 5,596 Astro All Asia (MYR) * 412,000 479 Astro All Asia (Restricted shares) (MYR) * 345,000 401 Autonomy * 54,904 235 BG Group 213,166 1,091 BP 325,486 2,632 British Sky Broadcast * 80,638 1,012 Cadbury Schweppes 181,903 1,332 Capita 116,500 505 Carnival 23,637 950 Celltech * 147,157 993 Centrica 480,400 1,809 Compass 1,136,280 7,708 David S. Smith 160,000 464 Diageo 246,212 3,230 Electrocomponents 388,410 2,253 Friends Provident 148,000 349 GKN 23,000 110 GlaxoSmithKline 752,798 17,201 Granada 149,682 326 Hays 788,785 1,690 Hilton Group 170,000 682 HSBC (HKD) 88,800 1,401 Kesa Electricals 163,781 752 Kingfisher 1,273,144 6,329 Reckitt Benckiser 56,504 1,275 Reed Elsevier (Ordinary shares) 564,353 4,707 Rio Tinto 266,417 7,338 Royal Bank of Scotland Group 408,183 11,993 Shell Transport & Trading 736,945 5,466 Standard Chartered 89,500 1,474 Tesco 1,052,140 4,841 Tomkins 488,132 2,331 Unilever 370,285 3,442 United Business Media 82,663 723 Vodafone 6,033,354 14,916 Woolworths 330,500 261 WPP Group 495,580 4,852 Total United Kingdom (Cost $108,520) 124,105 UNITED STATES 1.8% Money Market Funds 1.8% T. Rowe Price Reserve Investment Fund 1.13% # 9,032,839 9,033 Total United States (Cost $9,033) 9,033 SECURITIES LENDING COLLATERAL 12.9% Money Market Pooled Account 12.9% Investment in money market pooled account managed by JP Morgan Chase Bank London, (USD) 1.12% # 65,691,920 65,692 Total Securities Lending Collateral (Cost $65,692) 65,692 Total Investments in Securities 112.5% of Net Assets (Cost $466,198) $572,240 -------- # Seven-day yield * Non-income producing 144A Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and may be resold in transactions exempt from registration only to qualified institutional buyers--total of such securities at period-end amounts to $1,931,000 and represents 0.4% of net assets ss. Denominated in currency of the country of incorporation unless otherwise noted ADR American Depository Receipts FDR Fiduciary Depository Receipts HKD Hong Kong dollar MYR Malaysian ringgit USD United States dollar The accompanying notes are an integral part of these financial statements. Statement of Assets and Liabilities T. Rowe Price International Stock Portfolio Certified Shareholder Report and Financials December 31, 2003 ($ 000s) Assets Investments in securities, at value (cost $466,198) $ 572,240 Other assets 3,208 Total assets 575,448 Liabilities Obligation to return securities lending collateral 65,692 Other liabilities 880 Total liabilities 66,572 NET ASSETS $ 508,876 -------------------- Net Assets Consist of: Undistributed net realized gain (loss) $ (175,367) Net unrealized gain (loss) 106,088 Paid-in-capital applicable to 42,608,422 shares of $0.0001 par value capital stock outstanding; 1,000,000,000 shares of the Corporation authorized 578,155 NET ASSETS $ 508,876 -------------------- NET ASSET VALUE PER SHARE $ 11.94 -------------------- The accompanying notes are an integral part of these financial statements. Statement of Operations T. Rowe Price International Stock Portfolio Certified Shareholder Report and Financials ($ 000s) Year Ended 12/31/03 Investment Income (Loss) Income Dividend (net of foreign taxes of $1,318) $ 9,515 Securities lending 429 Interest (net of foreign taxes of $1) 13 Total income 9,957 Investment management and administrative expense 4,604 Net investment income (loss) 5,353 Realized and Unrealized Gain (Loss) Net realized gain (loss) Securities (35,002) Foreign currency transactions 292 Net realized gain (loss) (34,710) Change in net unrealized gain (loss) Securities 151,294 Other assets and liabilities denominated in foreign currencies 271 Change in net unrealized gain (loss) 151,565 Net realized and unrealized gain (loss) 116,855 INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS $ 122,208 -------------------- The accompanying notes are an integral part of these financial statements. Statement of Changes in Net Assets T. Rowe Price International Stock Portfolio Certified Shareholder Report and Financials ($ 000s) Year Ended 12/31/03 12/31/02 Increase (Decrease) in Net Assets Operations Net investment income (loss) $ 5,353 $ 4,837 Net realized gain (loss) (34,710) (78,949) Change in net unrealized gain (loss) 151,565 (26,917) Increase (decrease) in net assets from operations 122,208 (101,029) Distributions to shareholders Net investment income (5,454) (4,769) Net realized gain (419) (477) Decrease in net assets from distributions (5,873) (5,246) Capital share transactions * Shares sold 182,589 769,260 Distributions reinvested 5,873 5,235 Shares redeemed (235,271) (779,199) Increase (decrease) in net assets from capital share transactions (46,809) (4,704) Net Assets Increase (decrease) during period 69,526 (110,979) Beginning of period 439,350 550,329 End of period $ 508,876 $ 439,350 --------------- --------------- *Share information Shares sold 19,072 71,664 Distributions reinvested 515 575 Shares redeemed (24,418) (72,780) Increase (decrease) in shares outstanding (4,831) (541) The accompanying notes are an integral part of these financial statements. Notes to Financial Statements T. Rowe Price International Stock Portfolio Certified Annual Report December 31, 2003 NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES T. Rowe Price International Series, Inc. (the corporation) is registered under the Investment Company Act of 1940 (the 1940 Act). The International Stock Portfolio (the fund), a diversified, open-end management investment company, is one portfolio established by the corporation and commenced operations on March 31, 1994. The fund seeks long-term growth of capital through investments primarily in the common stocks of established, non-U.S. companies. The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, which require the use of estimates made by fund management. Valuation The fund values its investments and computes its net asset value per share at the close of the New York Stock Exchange (NYSE), normally 4 p.m. ET, each day that the NYSE is open for business. Equity securities listed or regularly traded on a securities exchange or in the over-the-counter market are valued at the last quoted sale price, or official closing price for certain markets, at the time the valuations are made. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for such security. Listed securities not traded on a particular day are valued at the mean of the latest bid and ask prices for domestic securities and the last quoted sale price for international securities. Debt securities are generally traded in the over-the-counter market. Securities with original maturities of one year or more are valued at prices furnished by dealers who make markets in such securities or by an independent pricing service, which considers yield or price of bonds of comparable quality, coupon, maturity, and type, as well as prices quoted by dealers who make markets in such securities. Securities with original maturities of less than one year are valued at amortized cost in local currency, which approximates fair value when combined with accrued interest. Investments in mutual funds are valued at the mutual fund's closing net asset value per share on the day of valuation. Other investments and those for which the above valuation procedures are inappropriate or are deemed not to reflect fair value are stated at fair value as determined in good faith by the T. Rowe Price Valuation Committee, established by the fund's Board of Directors. Most foreign markets close before the NYSE. Normally, developments that could affect the values of securities that occur between the close of a foreign market and the close of the NYSE will not be reflected in security valuations used by the fund to compute its share price. However, if developments are so significant that they will, in the judgment of the fund, clearly and materially affect security values, such valuations may be adjusted to reflect the estimated fair value of the securities as of the close of the NYSE, as determined in good faith by the T. Rowe Price Valuation Committee, established by the fund's Board of Directors. Currency Translation Assets, including investments, and liabilities denominated in foreign currencies are translated into U.S. dollar values each day at the prevailing exchange rate, using the mean of the bid and ask prices of such currencies against U.S. dollars as quoted by a major bank. Purchases and sales of securities, income, and expenses are translated into U.S. dollars at the prevailing exchange rate on the date of the transaction. The effect of changes in foreign currency exchange rates on realized and unrealized security gains and losses is reflected as a component of security gains and losses. Investment Transactions, Investment Income, and Distributions Income and expenses are recorded on the accrual basis. Premiums and discounts on debt securities are amortized for financial reporting purposes. Dividends received from mutual fund investments are reflected as dividend income; capital gain distributions are reflected as realized gain/loss. Dividend income and capital gain distributions are recorded on the ex-dividend date. Investment transactions are accounted for on the trade date. Realized gains and losses are reported on the identified cost basis. Distributions to shareholders are recorded on the ex-dividend date. Income distributions are declared and paid on an annual basis. Capital gain distributions, if any, are typically declared and paid on an annual basis. Other In the normal course of business, the fund enters into contracts that provide general indemnifications. The fund's maximum exposure under these arrangements is dependent on claims that may be made against the fund in the future and, therefore, cannot be estimated; however, based on experience, the risk of material loss from such claims is considered remote. NOTE 2 - INVESTMENT TRANSACTIONS Consistent with its investment objective, the fund engages in the following practices to manage exposure to certain risks or enhance performance. The investment objective, policies, program, and risk factors of the fund are described more fully in the fund's prospectus and Statement of Additional Information. Emerging Markets At December 31, 2003, approximately 10% of the fund's net assets were invested in securities of companies located in emerging markets or denominated in or linked to the currencies of emerging market countries. Future economic or political developments could adversely affect the liquidity or value, or both, of such securities. Securities Lending The fund lends its securities to approved brokers to earn additional income. It receives as collateral cash and U.S. government securities valued at 102% to 105% of the value of the securities on loan. Cash collateral is invested in a money market pooled account managed by the fund's lending agent in accordance with investment guidelines approved by fund management. Collateral is maintained over the life of the loan in an amount not less than the value of loaned securities, as determined at the close of fund business each day; any additional collateral required due to changes in security values is delivered to the fund the next business day. Although risk is mitigated by the collateral, the fund could experience a delay in recovering its securities and a possible loss of income or value if the borrower fails to return the securities. Securities lending revenue recognized by the fund consists of earnings on invested collateral and borrowing fees, net of any rebates to the borrower and compensation to the lending agent. At December 31, 2003, the value of loaned securities was $63,066,000; aggregate collateral consisted of $65,692,000 in the money market pooled account. Other Purchases and sales of portfolio securities, other than short-term securities, aggregated $114,659,000 and $163,782,000, respectively, for the year ended December 31, 2003. NOTE 3 - FEDERAL INCOME TAXES No provision for federal income taxes is required since the fund intends to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and distribute to shareholders all of its taxable income and gains. Federal income tax regulations differ from generally accepted accounting principles; therefore, distributions determined in accordance with tax regulations may differ significantly in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. Distributions during the year ended December 31, 2003 totaled $5,873,000 and were characterized as ordinary income for tax purposes. At December 31, 2003, the tax-basis components of net assets were as follows: - -------------------------------------------------------------------------------- Unrealized appreciation $ 126,074,000 Unrealized depreciation (20,290,000) Net unrealized appreciation (depreciation) 105,784,000 Capital loss carryforwards (175,063,000) Paid-in capital 578,155,000 Net assets $ 508,876,000 -------------------- The fund intends to retain realized gains to the extent of available capital loss carryforwards for federal income tax purposes. As of December 31, 2003, the fund had $54,322,000 of capital loss carryforwards that expire in 2009, $70,854,000 that expire in 2010, and $49,887,000 that expire in 2011. For the year ended December 31, 2003, the fund recorded the following permanent reclassifications to reflect tax character. Results of operations and net assets were not affected by these reclassifications. - -------------------------------------------------------------------------------- Undistributed net investment income $ 46,000 Undistributed net realized gain 126,000 Paid-in capital (172,000) At December 31, 2003, the cost of investments for federal income tax purposes was $466,502,000. NOTE 4 - FOREIGN TAXES The fund is subject to foreign income taxes imposed by certain countries in which it invests. Foreign income taxes are accrued by the fund as a reduction of income. Gains realized upon disposition of Indian securities held by the fund are subject to capital gains tax in India, payable prior to repatriation of sale proceeds. The tax is computed on net realized gains, and realized losses in excess of gains may be carried forward eight years to offset future gains. In addition, the fund accrues a deferred tax liability for net unrealized gains on Indian securities. NOTE 5 - RELATED PARTY TRANSACTIONS The fund is managed by T. Rowe Price Associates, Inc. (the manager or Price Associates), a wholly owned subsidiary of T. Rowe Price Group, Inc. The investment management and administrative agreement between the fund and the manager provides for an all-inclusive annual fee equal to 1.05% of the fund's average daily net assets. The fee is computed daily and paid monthly. The agreement provides that investment management, shareholder servicing, transfer agency, accounting, and custody services are provided to the fund, and interest, taxes, brokerage commissions, directors' fees and expenses, and extraordinary expenses are paid directly by the fund. At December 31, 2003, $499,000 was payable under the agreement. The fund may invest in the T. Rowe Price Reserve Investment Fund and the T. Rowe Price Government Reserve Investment Fund (collectively, the Reserve Funds), open-end management investment companies managed by Price Associates. The Reserve Funds are offered as cash management options only to mutual funds, trusts, and other accounts managed by Price Associates and/or its affiliates, and are not available to the public. The Reserve Funds pay no investment management fees. During the year ended December 31, 2003, dividend income from the Reserve Funds totaled $80,000. T. Rowe Price International Stock Portfolio Certified Annual Report Report of Independent Auditors To the Board of Directors of T. Rowe Price International Series, Inc. and Shareholders of T. Rowe Price International Stock Portfolio In our opinion, the accompanying statement of assets and liabilities, including the portfolio of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of T. Rowe Price International Stock Portfolio (comprising T. Rowe Price International Series, Inc., hereafter referred to as the "Fund") at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the fiscal periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP Baltimore, Maryland January 26, 2004 T. Rowe Price International Stock Portfolio Certified Annual Report Tax Information (Unaudited) for the Tax Year Ended 12/31/03 - -------------------------------------------------------------------------------- We are providing this information as required by the Internal Revenue Code. The amounts shown may differ from those elsewhere in this report because of differences between tax and financial reporting requirements. The fund's distributions to shareholders included $420,000 from short-term capital gains. For taxable non-corporate shareholders, $6,723,000 of the fund's income and short-term capital gains represents qualified dividend income subject to the 15% rate category. The fund will pass through foreign source income of $6,723,000 and foreign taxes paid of $1,076,000. Information on Proxy Voting - -------------------------------------------------------------------------------- A description of the policies and procedures that the T. Rowe Price International Stock Portfolio uses to determine how to vote proxies relating to portfolio securities is available, without charge, upon request by calling 1-800-225-5132. It also appears in the fund's Statement of Additional Information (Form 485B), which can be found on the SEC's Web site, www.sec.gov. T. Rowe Price International Stock Portfolio Certified Shareholder Report and Financials About the Fund's Directors and Officers - -------------------------------------------------------------------------------- Your fund is governed by a Board of Directors that meets regularly to review investments, performance, expenses, and other business matters, and is responsible for protecting the interests of shareholders. The majority of the fund's directors are independent of T. Rowe Price Associates, Inc. (T. Rowe Price); "inside" directors are officers of T. Rowe Price. The Board of Directors elects the fund's officers, who are listed in the final table. The business address of each director and officer is 100 East Pratt Street, Baltimore, MD 21202. The Statement of Additional Information includes additional information about the fund directors and is available without charge by calling a T. Rowe Price representative at 1-800-225-5132. Independent Directors Name (Date of Birth) Year Elected* Principal Occupation(s) During Past 5 Years and Other Directorships of Other Public Companies Anthony W. Deering (1/28/45) 1994 Director, Chairman of the Board, President, and Chief Executive Officer, The Rouse Company, real estate developers; Director, Mercantile Bank (4/03 to present) Donald W. Dick, Jr. (1/27/43) 1994 Principal, EuroCapital Advisors, LLC, an acquisition and management advisory firm David K. Fagin (4/9/38) 2001 Director, Golden Star Resources Ltd., Canyon Resources Corp. (5/00 to present), and Pacific Rim Mining Corp. (2/02 to present); Chairman and President, Nye Corp. Karen N. Horn (9/21/43) 2003 Managing Director and President, Global Private Client Services, Marsh Inc.; Managing Director and Head of International Private Banking, Bankers Trust; Director, Eli Lilly and Company F. Pierce Linaweaver (8/22/34) 2001 President, F. Pierce Linaweaver & Associates, Inc., consulting environmental and civil engineers John G. Schreiber (10/21/46) 2001 Owner/President, Centaur Capital Partners, Inc., a real estate investment company; Senior Advisor and Partner, Blackstone Real Estate Advisors, L.P.; Director, AMLI Residential Properties Trust, Host Marriott Corp., and The Rouse Company Hubert D. Vos** (8/2/33) 2001 Owner/President, Stonington Capital Corp., a private investment company Paul M. Wythes** (6/23/33) 1996 Founding Partner, Sutter Hill Ventures, a venture capital limited partnership, providing equity capital to young high-technology companies throughout the United States; Director, Teltone Corp. * Each independent director oversees 107 T. Rowe Price portfolios and serves until retirement, resignation, or election of a successor. ** Retired from Board of Directors effective December 31, 2003. T. Rowe Price International Stock Portfolio Certified Shareholder Report and Financials Inside Directors Name (Date of Birth) Year Elected* [Number of T. Rowe Price Portfolios Overseen] Principal Occupation(s) During Past 5 Years and Directorships of Other Public Companies James S. Riepe (6/25/43) 2002 [107] Director and Vice President, T. Rowe Price; Vice Chairman of the Board, Director, and Vice President, T. Rowe Price Group, Inc.; Chairman of the Board and Director, T. Rowe Price Global Asset Management Limited, T. Rowe Price Global Investment Services Limited, T. Rowe Price Investment Services, Inc., T. Rowe Price Retirement Plan Services, Inc., and T. Rowe Price Services, Inc.; Chairman of the Board, Director, President, and Trust Officer, T. Rowe Price Trust Company; Director, T. Rowe Price International, Inc.; Chairman of the Board, International Series M. David Testa, CFA, CIC (4/22/44) 1994 [107] Chief Investment Officer, Director, and Vice President, T. Rowe Price; Vice Chairman of the Board, Chief Investment Officer, Director, and Vice President, T. Rowe Price Group, Inc.; Chairman of the Board and Director, T. Rowe Price International, Inc.; Director, T. Rowe Price Global Asset Management Limited and T. Rowe Price Global Investment Services Limited; Director and Vice President, T. Rowe Price Trust Company; Vice President, International Series * Each inside director serves until retirement, resignation, or election of a successor. Officers Name (Date of Birth) Title and Fund(s) Served Principal Occupation(s) Mark C.J. Bickford-Smith (4/30/62) Vice President, International Series Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International, Inc. Stephen V. Booth (6/21/61) Vice President, International Series Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company Joseph A. Carrier (12/30/60) Treasurer, International Series Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Investment Services, Inc. Ann B. Cranmer, FCIS (3/23/47) Assistant Vice President, International Series Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International, Inc.; Vice President and Secretary, T. Rowe Price Global Asset Management Limited and T. Rowe Price Global Investment Services Limited Roger L. Fiery III, CPA (2/10/59) Vice President, International Series Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price International, Inc., and T. Rowe Price Trust Company John R. Ford, CFA (11/25/57) President, International Series Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; Chief Investment Officer, Director, and Vice President, T. Rowe Price International, Inc. Henry H. Hopkins (12/23/42) Vice President, International Series Director and Vice President, T. Rowe Price Group, Inc., T. Rowe Price Investment Services, Inc., T. Rowe Price Services, Inc., and T. Rowe Price Trust Company; Vice President, T. Rowe Price, T. Rowe Price International, Inc., and T. Rowe Price Retirement Plan Services, Inc. Patricia B. Lippert (1/12/53) Secretary, International Series Assistant Vice President, T. Rowe Price and T. Rowe Price Investment Services, Inc. Unless otherwise noted, officers have been employees of T. Rowe Price or T. Rowe Price International for at least five years. T. Rowe Price International Stock Portfolio Certified Shareholder Report and Financials Officers (continued) George A. Murnaghan (5/1/56) Vice President, International Series Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price International, Inc., T. Rowe Price Investment Services, Inc., and T. Rowe Price Trust Company James B.M. Seddon (6/17/64) Vice President, International Series Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International, Inc. Julie L. Waples (5/12/70) Vice President, International Series Vice President, T. Rowe Price David J.L. Warren (4/14/57) Vice President, International Series Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; Chief Executive Officer, Director, and President, T. Rowe Price International, Inc.; Director, T. Rowe Price Global Asset Management Limited William F. Wendler II, CFA (3/14/62) Vice President, International Series Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price International, Inc. Edward A. Wiese, CFA (4/12/59) Vice President, International Series Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; Chief Investment Officer, Director, and Vice President, T. Rowe Price Savings Bank Unless otherwise noted, officers have been employees of T. Rowe Price or T. Rowe Price International for at least five years. Item 2. Code of Ethics. As of the end of the period covered by this report, the registrant has adopted a code of ethics, as defined in Item 2 of Form N-CSR, applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of this code of ethics is filed as an exhibit to this Form N-CSR. No substantive amendments were approved or waivers were granted to this code of ethics during the period covered by this report. Item 3. Audit Committee Financial Expert. The registrant's Board of Directors/Trustees has determined that Mr. David K. Fagin qualifies as an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mr. Fagin is considered independent for purposes of Item 3 of Form N-CSR. Item 4. Principal Accountant Fees and Services. (a) - (d) Aggregate fees billed to the registrant for the last two fiscal years for professional services rendered by the registrant's principal accountant were as follows: 2003 2002 Audit Fees $13,744 $13,104 Audit-Related Fees 790 -- Tax Fees 3,569 3,172 All Other Fees 124 144 Audit fees include amounts related to the audit of the registrant's annual financial statements and services normally provided by the accountant in connection with statutory and regulatory filings. Audit-related fees include amounts reasonably related to the performance of the audit of the registrant's financial statements, specifically the issuance of a report on internal controls. Tax fees include amounts related to tax compliance, tax planning, and tax advice. Other fees include the registrant's pro-rata share of amounts for agreed-upon procedures in conjunction with service contract approvals by the registrant's Board of Directors/Trustees. (e)(1) The registrant's audit committee has adopted a policy whereby audit and non-audit services performed by the registrant's principal accountant for the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant require pre-approval in advance at regularly scheduled audit committee meetings. If such a service is required between regularly scheduled audit committee meetings, pre-approval may be authorized by one audit committee member with ratification at the next scheduled audit committee meeting. Waiver of pre-approval for audit or non-audit services requiring fees of a de minimis amount is not permitted. (2) No services included in (b) - (d) above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. (f) Not applicable. (g) The aggregate fees billed for the most recent fiscal year and the preceding fiscal year by the registrant's principal accountant for non-audit services rendered to the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant were $719,000 and $671,000, respectively, and were less than the aggregate fees billed for those same periods by the registrant's principal accountant for audit services rendered to the T. Rowe Price Funds. (h) All non-audit services rendered in (g) above were pre-approved by the registrant's audit committee. Accordingly, these services were considered by the registrant's audit committee in maintaining the principal accountant's independence. Item 5. Audit Committee of Listed Registrants. Not applicable. Item 6. [Reserved] Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. Not applicable. Item 8. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. Not applicable. Item 9. Controls and Procedures. (a) The registrant's principal executive officer and principal financial officer have evaluated the registrant's disclosure controls and procedures within 90 days of this filing and have concluded that the registrant's disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized, and reported timely. (b) The registrant's principal executive officer and principal financial officer are aware of no changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. Item 10. Exhibits. (a)(1) The registrant's code of ethics pursuant to Item 2 of Form N-CSR is attached. (a)(2) Separate certifications by the registrant's principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(a) under the Investment Company Act of 1940, are attached. (b) A certification by the registrant's principal executive officer and principal financial officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(b) under the Investment Company Act of 1940, is attached. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. T. Rowe Price International Series, Inc. By /s/ James S. Riepe James S. Riepe Principal Executive Officer Date February 20, 2004 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By /s/ James S. Riepe James S. Riepe Principal Executive Officer Date February 20, 2004 By /s/ Joseph A. Carrier Joseph A. Carrier Principal Financial Officer Date February 20, 2004