Item 1. Report to Shareholders T. Rowe Price International Stock Portfolio - -------------------------------------------------------------------------------- June 30, 2004 Certified Semiannual 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. Financial Highlights T. Rowe Price International Stock Portfolio Certified Semiannual Report (Unaudited) For a share outstanding throughout each period - -------------------------------------------------------------------------------- 6 Months Year Ended Ended 6/30/04 12/31/03 12/31/02 12/31/01 12/31/00 12/31/99 NET ASSET VALUE Beginning of period $ 11.94 $ 9.26 $ 11.47 $ 15.07 $ 19.04 $ 14.52 Investment activities Net investment income (loss) 0.12 0.13 0.10 0.24 0.07 0.12 Net realized and unrealized gain (loss) 0.06 2.69 (2.20) (3.59) (3.46) 4.69 Total from investment activities 0.18 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 $ 12.12 $ 11.94 $ 9.26 $ 11.47 $ 15.07 $ 19.04 --------------------------------------------------------------- Ratios/Supplemental Data Total return^ 1.51% 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% 1.05% Ratio of net investment income (loss) to average net assets 1.87%! 1.22% 0.93% 1.90% 0.43% 0.83% Portfolio turnover rate 39.4%! 26.9% 28.8% 27.7% 41.7% 25.4% Net assets, end of period (in thousands) $ 493,568 $ 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. ! Annualized The accompanying notes are an integral part of these financial statements. Portfolio of Investments (1) T. Rowe Price International Stock Portfolio Certified Semiannual Report June 30, 2004 (Unaudited) Shares Value - -------------------------------------------------------------------------------- (Cost and value in $ 000s) AUSTRALIA 1.3% Common Stocks 0.8% BHP Billiton 348,561 3,036 Coles Myer 179,000 1,069 4,105 Preferred Stocks 0.5% News Corporation 270,569 2,210 2,210 Total Australia (Cost $4,903) 6,315 BELGIUM 0.3% Common Stocks 0.3% Fortis ss. 24,822 551 UCB 14,909 695 Total Belgium (Cost $806) 1,246 BRAZIL 0.9% Common Stocks 0.9% Petroleo Brasileiro (Petrobras) ADR (USD) 73,820 1,860 Tele Norte Leste Participacoes ADR (USD) ss. 198,100 2,522 Total Brazil (Cost $3,778) 4,382 CANADA 0.4% Common Stocks 0.4% Research In Motion (USD) * 26,400 1,807 Total Canada (Cost $1,030) 1,807 CHINA 0.4% Common Stocks 0.4% China Telecom (HKD) ss. 1,318,000 461 China Telecom, 144A (HKD) * 3,596,000 1,256 Total China (Cost $1,451) 1,717 DENMARK 0.7% Common Stocks 0.7% Novo Nordisk, Series B 68,105 3,510 Total Denmark (Cost $2,119) 3,510 FINLAND 1.0% Common Stocks 1.0% Nokia 353,597 5,108 Total Finland (Cost $2,829) 5,108 FRANCE 13.7% Common Stocks 13.7% Aventis ss. 53,720 4,060 AXA ss. 136,344 3,006 BNP Paribas ss. 85,826 5,285 Compagnie de Saint-Gobain ss. 57,980 2,894 Credit Agricole ss. 175,129 4,266 France Telecom * 186,300 4,861 Groupe Danone ss. 28,360 2,477 Hermes 17,697 3,537 L'Oreal 23,722 1,897 Lafarge ss. 5,634 503 LVMH 47,375 3,431 Sanofi-Synthelabo ss. 85,165 5,405 Schneider Electric 51,089 3,491 Societe Generale 26,518 2,256 Societe Television Francaise 1ss. 124,044 3,912 Sodexho Alliance 79,879 2,108 Thomson ss. 60,400 1,193 Total, Series B ss. 62,878 12,002 Vivendi Universal * 37,736 1,048 Total France (Cost $45,286) 67,632 GERMANY 2.6% Common Stocks 2.6% Allianz 12,203 1,323 Bayer 23,082 666 Bayerische Hypo-und Vereinsbank * 28,731 512 Celesio 12,072 722 Deutsche Bank ss. 23,474 1,847 E.On 16,780 1,212 Hypo Real Estate * 77,260 2,269 Rhoen-Klinikum ss. 18,139 996 SAP 14,060 2,334 Siemens 11,428 823 Total Germany (Cost $10,532) 12,704 HONG KONG 1.0% Common Stocks 1.0% Cheung Kong Holdings 228,000 1,681 Li & Fung 956,000 1,397 Sun Hung Kai Properties 225,000 1,846 Total Hong Kong (Cost $4,771) 4,924 INDIA 0.9% Common Stocks 0.9% Infosys Technologies 11,700 1,405 Oil & Natural Gas * 34,000 465 Oil & Natural Gas (Regulation S shares) * 21,900 300 Zee Telefilms 748,300 2,060 Total India (Cost $4,109) 4,230 ISRAEL 0.2% Common Stocks 0.2% Check Point Software Technologies (USD) * 39,326 1,061 Total Israel (Cost $743) 1,061 ITALY 4.6% Common Stocks 4.6% Alleanza Assicurazioni ss. 238,900 2,730 Banca Intesa 291,647 1,140 Banco Popolare di Verona e Novara 61,800 1,063 ENI ss. 305,958 6,082 Mediaset 91,519 1,044 Mediolanum ss. 121,295 773 Telecom Italia ss. 123,985 386 Telecom Italia Mobile 525,894 2,985 Telecom Italia-RNC 855,747 1,892 UniCredito Italiano ss. 963,051 4,763 Total Italy (Cost $14,908) 22,858 JAPAN 22.5% Common Stocks 22.5% Canon 114,800 6,037 Credit Saison 34,000 1,020 Dai Nippon Printing ss. 200,000 3,188 Daikin Industries 64,000 1,715 Daito Trust Construction 67,400 2,589 Daiwa Securities ss. 337,000 2,416 Denso 64,100 1,489 Fanuc 49,300 2,935 Fujisawa Pharmaceutical 70,200 1,660 Funai Electric 16,600 2,496 Hoya 20,500 2,141 JSR 98,900 1,854 KDDI 819 4,674 Keyence ss. 7,200 1,639 Kirin Brewery ss. 129,000 1,273 Kyocera 26,000 2,202 Marui 107,100 1,440 Matsui Securities 34,300 1,164 Mitsubishi 403,000 3,907 Mitsubishi Estate 140,000 1,734 Mitsui Fudosan 409,000 4,892 Mitsui Trust 238,000 1,741 NEC 389,000 2,732 Nidec 9,700 992 Nissan Motor 276,500 3,067 Nomura 371,000 5,480 Oji Paper ss. 193,000 1,236 Orix ss. 11,400 1,303 Rohm 20,500 2,448 Secom 114,000 4,827 Seven-Eleven Japan 110,000 3,581 Shin-Etsu Chemical 78,000 2,782 SMC 11,100 1,198 Softbank 23,300 1,023 Sumitomo Metal Industries 1,274,000 1,503 Sumitomo Mitsui Financial ss. 763 5,219 Suzuki Motor 108,000 1,898 Takefuji ss. 17,600 1,273 Teijin 335,000 1,250 Toyota Motor 99,000 4,002 Trend Micro 29,000 1,284 UFJ *ss. 734 3,235 Uniden 70,000 1,514 USS ss. 9,440 811 Yamanouchi Pharmaceutical 78,300 2,628 Yamato Transport 83,000 1,352 Total Japan (Cost $94,717) 110,844 KAZAKHSTAN 0.3% Common Stocks 0.3% PetroKazakhstan (USD) 63,000 1,715 Total Kazakhstan (Cost $1,732) 1,715 MALAYSIA 0.2% Common Stocks 0.2% Astro All Asia * 412,000 496 Astro All Asia (Regulation S shares) * 345,000 416 Total Malaysia (Cost $861) 912 MEXICO 1.6% Common Stocks 1.6% America Movil ADR, Series L (USD) 57,600 2,095 Grupo Modelo, Series C 692,000 1,734 Grupo Televisa ADR (USD) 36,400 1,648 Wal-Mart de Mexico ss. 832,226 2,467 Total Mexico (Cost $6,369) 7,944 NETHERLANDS 4.6% Common Stocks 4.6% Akzo Nobel 7,184 264 ASML Holding * ss. 139,980 2,372 Fortis (Unified shares) 40,160 887 ING Groep GDS 198,900 4,700 Koninklijke Numico GDS *ss. 90,227 2,903 Philips Electronics ss. 143,105 3,858 Reed Elsevier 52,800 742 Royal Dutch Petroleum 27,790 1,428 Royal KPN 290,900 2,218 Royal KPN 144A 78,500 599 STMicroelectronics ss. 61,110 1,342 Wolters Kluwer GDS 71,842 1,306 Total Netherlands (Cost $17,066) 22,619 NORWAY 0.2% Common Stocks 0.2% Orkla, Series A ss. 45,020 1,127 Total Norway (Cost $572) 1,127 RUSSIA 1.2% Common Stocks 1.2% Lukoil ADR (USD) 4,500 471 Lukoil ADR, 144A (USD) 14,220 1,490 Norilsk Nickel ADR (USD) ss. 30,600 1,687 YUKOS ADR (USD) ss. 64,754 2,064 Total Russia (Cost $5,489) 5,712 SINGAPORE 0.9% Common Stocks 0.9% MobileOne Limited 1,156,000 1,007 United Overseas Bank 435,424 3,390 Total Singapore (Cost $3,471) 4,397 SOUTH KOREA 1.5% Common Stocks 1.5% Kookmin Bank * 67,940 2,111 Samsung Electronics 8,056 3,326 South Korea Telecom 12,130 1,994 Total South Korea (Cost $5,102) 7,431 SPAIN 4.0% Common Stocks 4.0% Banco Bilbao Vizcaya Argentaria ss. 347,106 4,643 Banco Santander Central Hispano ss. 300,135 3,119 Endesa ss. 96,548 1,863 Gas Natural ss. 78,820 1,890 Gestevision Telecino * 23,300 348 Inditex ss. 92,200 2,118 Repsol ss. 50,942 1,117 Telefonica 226,709 3,355 Telefonica ADR (USD) 30,881 1,378 Total Spain (Cost $15,528) 19,831 SWEDEN 2.8% Common Stocks 2.8% Electrolux, Series B 60,981 1,171 Hennes & Mauritz, Series B 114,810 2,967 LM Ericsson, Series B * 476,309 1,405 Sandvik ss. 16,720 571 Securitas, Series B 409,852 5,119 Tele2 AB, Series B ss. 54,900 2,407 Total Sweden (Cost $12,828) 13,640 SWITZERLAND 6.3% Common Stocks 6.3% Adecco *ss. 119,620 5,962 Credit Suisse Group * 141,800 5,041 Nestle 35,803 9,552 Roche Holding 26,400 2,615 UBS 111,988 7,894 Total Switzerland (Cost $20,841) 31,064 TAIWAN 0.8% Common Stocks 0.8% China Trust Finance 892,600 996 Taiwan Semiconductor Manufacturing * 2,193,111 3,157 Total Taiwan (Cost $4,176) 4,153 UNITED KINGDOM 23.1% Common Stocks 23.1% Abbey National 90,481 842 AstraZeneca 116,380 5,220 Autonomy * 54,904 249 British Sky Broadcast 186,572 2,104 Cadbury Schweppes 180,840 1,560 Capita 104,700 605 Carnival 21,437 1,041 Centrica 447,800 1,823 Compass 1,159,180 7,071 David S. Smith 192,000 564 Diageo 231,289 3,117 Electrocomponents 278,440 1,802 GlaxoSmithKline 754,198 15,259 Hays 1,011,512 2,251 Hilton Group 155,000 776 Kesa Electricals 163,781 859 Kingfisher 1,275,044 6,617 MFI Furniture Group 576,100 1,580 Reed Elsevier 534,808 5,197 Rio Tinto 186,135 4,474 Royal Bank of Scotland Group 427,530 12,308 Shell Transport & Trading 1,091,209 8,002 Standard Chartered 83,500 1,359 Tesco 827,500 3,994 Tomkins 450,572 2,242 Unilever 347,075 3,404 United Business Media 180,663 1,661 Vodafone Group 5,202,754 11,389 William Morrison Supermarkets 526,100 2,210 WPP Group 459,350 4,663 Total United Kingdom (Cost $100,604) 114,243 SHORT-TERM INVESTMENTS 1.8% Money Market Funds 1.8% T. Rowe Price Reserve Investment Fund, 1.16% # 9,043,745 9,044 Total Short-Term Investments (Cost $9,044) 9,044 SECURITIES LENDING COLLATERAL 18.8% Money Market Pooled Account 18.8% Investment in money market pooled account managed by JP Morgan Chase Bank London 1.153% # 93,010,061 93,010 Total Securities Lending Collateral (Cost $93,010) 93,010 Total Investments in Securities 118.6% of Net Assets (Cost $488,675) $ 585,180 -------------------- (1) Denominated in currency of country of incorporation unless otherwise noted # Seven-day yield * Non-income producing ss. All or a portion of this security is on loan at June 30, 2004--See Note 2 144A Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and may be resold in transactions exempt from registration only to qualified institutional buyers--total value of such securities at period-end amounts to $3,345 and represents 0.7% of net assets ADR American Depository Receipts GDS Global Depository Shares HKD Hong Kong dollar 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 Semiannual Report June 30, 2004 (Unaudited) (In thousands except shares and per share amounts) Assets Investments in securities, at value (cost $488,675) $ 585,180 Other assets 3,176 Total assets 588,356 Liabilities Obligation to return securities lending collateral 93,010 Other liabilities 1,778 Total liabilities 94,788 NET ASSETS $ 493,568 -------------------- Net Assets Consist of: Undistributed net investment income (loss) $ 4,721 Undistributed net realized gain (loss) (162,662) Net unrealized gain (loss) 96,497 Paid-in-capital applicable to 40,708,372 shares of $0.0001 par value capital stock outstanding; 1,000,000,000 shares of the Corporation authorized 555,012 NET ASSETS $ 493,568 -------------------- NET ASSET VALUE PER SHARE $ 12.12 -------------------- The accompanying notes are an integral part of these financial statements. Statement of Operations T. Rowe Price International Stock Portfolio Certified Semiannual Report (Unaudited) ($ 000s) 6 Months Ended 6/30/04 Investment Income (Loss) Income Dividend (net of foreign taxes of $1,022) $ 7,048 Securities lending 317 Interest 4 Other 1 Total income 7,370 Investment management and administrative expense 2,649 Net investment income (loss) 4,721 Realized and Unrealized Gain (Loss) Net realized gain (loss) Securities 12,788 Foreign currency transactions (83) Net realized gain (loss) 12,705 Change in net unrealized gain (loss) Securities (9,537) Other assets and liabilities denominated in foreign currencies (54) Change in net unrealized gain (loss) (9,591) Net realized and unrealized gain (loss) 3,114 INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS $ 7,835 -------------------- The accompanying notes are an integral part of these financial statements. Statement of Changes in Net Assets T. Rowe Price International Stock Portfolio Certified Semiannual Report (Unaudited) ($ 000s) 6 Months Year Ended Ended 6/30/04 12/31/03 Increase (Decrease) in Net Assets Operations Net investment income (loss) $ 4,721 $ 5,353 Net realized gain (loss) 12,705 (34,710) Change in net unrealized gain (loss) (9,591) 151,565 Increase (decrease) in net assets from operations 7,835 122,208 Distributions to shareholders Net investment income -- (5,454) Net realized gain -- (419) Decrease in net assets from distributions -- (5,873) Capital share transactions * Shares sold 29,546 182,589 Distributions reinvested -- 5,873 Shares redeemed (52,689) (235,271) Increase (decrease) in net assets from capital share transactions (23,143) (46,809) Net Assets Increase (decrease) during period (15,308) 69,526 Beginning of period 508,876 439,350 End of period $ 493,568 $ 508,876 --------------- --------------- (Including undistributed net investment income of $4,721 at 6/30/04 and $0 at 12/31/03) *Share information Shares sold 2,417 19,072 Distributions reinvested -- 515 Shares redeemed (4,317) (24,418) Increase (decrease) in shares outstanding (1,900) (4,831) The accompanying notes are an integral part of these financial statements. Notes to Financial Statements T. Rowe Price International Stock Portfolio Certified Semiannual Report June 30, 2004 (Unaudited) 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. Shares of the fund are currently offered only through certain insurance companies as an investment medium for both variable annuity contracts and variable life insurance policies. 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 at the time the valuations are made, except for OTC Bulletin Board securities, which are valued at the mean of the latest bid and asked prices. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for such security. Listed securities not traded on a particular day are valued at the mean of the latest quoted sale price for international securities. 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 close of trading on the NYSE. If the fund determines that developments between the close of a foreign market and the close of the NYSE will, in its judgment, materially affect the value of some or all of its portfolio securities, which in turn will affect the fund's share price, the fund will adjust the previous closing prices to reflect the fair value of the securities as of the close of the NYSE, as determined in good faith by the T. Rowe Price Valuation Committee, established by the fund's Board of Directors. A fund may also fair value securities in other situations, such as when a particular foreign market is closed but the fund is open. In deciding whether to make fair value adjustments, the fund reviews a variety of factors, including developments in foreign markets, the performance of U.S. securities markets, and the performance of instruments trading in U.S. markets that represent foreign securities and baskets of foreign securities. The fund uses outside pricing services to provide it with closing market prices and information used for adjusting those prices. The fund cannot predict how often it will use closing prices and how often it will adjust those prices. As a means of evaluating its fair value process, the fund routinely compares closing market prices, the next day's opening prices in the same markets, and adjusted prices. Currency Translation Assets, including investments, and liabilities denominated in foreign currencies are translated into U.S. dollar values each day at the prevailing exchange rate, using the mean of the bid and asked prices of such currencies against U.S. dollars as quoted by a major bank. Purchases and sales of securities, income, and expenses are translated into U.S. dollars at the prevailing exchange rate on the date of the transaction. The effect of changes in foreign currency exchange rates on realized and unrealized security gains and losses is reflected as a component of security gains and losses. Investment Transactions, Investment Income, and Distributions Income and expenses are recorded on the accrual basis. 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 declared and paid by the fund, typically 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. 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 June 30, 2004, the value of loaned securities was $88,220,000; aggregate collateral consisted of $93,010,000 in the money market pooled account. Other Purchases and sales of portfolio securities, other than short-term securities, aggregated $96,972,000 and $114,550,000, respectively, for the six months ended June 30, 2004. NOTE 3 - FEDERAL INCOME TAXES No provision for federal income taxes is required since the fund intends to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and distribute to shareholders all of its taxable income and gains. Federal income tax regulations differ from generally accepted accounting principles; therefore, distributions determined in accordance with tax regulations may differ 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. The amount and character of tax-basis distributions and composition of net assets are finalized at fiscal year-end; accordingly, tax-basis balances have not been determined as of June 30, 2004. The fund intends to retain realized gains to the extent of available capital loss carryforwards. As of December 31, 2003, the fund had $175,063,000 of unused capital loss forwards, of which $54,322,000 expire in 2009, $70,854,000 expire in 2010, and $49,887,000 expire in 2011. At June 30, 2004, the cost of investments for federal income tax purposes was $488,675,000. Net unrealized gain aggregated $96,497,000 at period-end, of which $110,235,000 related to appreciated investments and $13,738,000 related to depreciated investments. 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 International, Inc. (the manager), a wholly owned subsidiary of T. Rowe Price Associates, Inc. (Price Associates), which is wholly owned by 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 June 30, 2004, $506,000 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 to mutual funds, trusts, and other accounts managed by Price Associates and/or its affiliates, and are not available for direct purchase by members of the public. The Reserve Funds pay no investment management fees. During the six months ended June 30, 2004, dividend income from the Reserve Funds totaled $51,000. T. Rowe Price International Stock Portfolio Certified Semiannual Report 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. Item 2. Code of Ethics. 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 is filed as an exhibit to the registrant's annual Form N-CSR. No substantive amendments were approved or waivers were granted to this code of ethics during the registrant's most recent fiscal half-year. Item 3. Audit Committee Financial Expert. Disclosure required in registrant's annual Form N-CSR. Item 4. Principal Accountant Fees and Services. Disclosure required in registrant's annual Form N-CSR. Item 5. Audit Committee of Listed Registrants. Not applicable. Item 6. Schedule of Investments. Not applicable. The complete schedule of investments is included in Item 1 of this Form N-CSR. Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. Not applicable. Item 8. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. Not applicable. Item 9. Submission of Matters to a Vote of Security Holders. Not applicable. Item 10. 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 11. Exhibits. (a)(1) The registrant's code of ethics pursuant to Item 2 of Form N-CSR is filed with the registrant's annual Form N-CSR. (2) Separate certifications by the registrant's principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(a) under the Investment Company Act of 1940, are attached. (3) Written solicitation to repurchase securities issued by closed-end companies: not applicable. (b) A certification by the registrant's principal executive officer and principal financial officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(b) under the Investment Company Act of 1940, is attached. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. T. Rowe Price International Series, Inc. By: /s/ James S. Riepe James S. Riepe Principal Executive Officer Date: August 16, 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: August 16, 2004 By: /s/ Joseph A. Carrier Joseph A. Carrier Principal Financial Officer Date: August 16, 2004