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 811-4757 SMITH BARNEY SECTOR SERIES INC. (Exact name of registrant as specified in charter) 125 Broad Street, New York, NY 10004 (Address of principal executive offices) (Zip code) Robert I. Frenkel, Esq. Smith Barney Fund Management LLC 300 First Stamford Place Stamford, CT 06902 (Name and address of agent for service) Registrant's telephone number, including area code: (800) 451-2010 Date of fiscal year end: OCTOBER 31 Date of reporting period: OCTOBER 31, 2003 ITEM 1. REPORT TO STOCKHOLDERS. The ANNUAL Report to Stockholders is filed herewith. SMITH BARNEY SECTOR SERIES INC. SMITH BARNEY FINANCIAL SERVICES FUND RESEARCH SERIES | ANNUAL REPORT | OCTOBER 31, 2003 [SMITH BARNEY MUTUAL FUNDS LOGO] YOUR SERIOUS MONEY. PROFESSIONALLY MANAGED.(R) is a registered service mark of Citigroup Global Markets Inc. NOT FDIC INSURED o NOT BANK GUARANTEED o MAY LOSE VALUE - -------------------- SMITH BARNEY FUND MANAGEMENT LLC - -------------------- Smith Barney Fund Management LLC is the investment manager to the fund. Citigroup Asset Management Ltd. is the subadviser. The fund's management team follows a systematic and rigorous approach designed to provide appropriate exposure to the market sector. - -------------------- FUND OBJECTIVE* - -------------------- The fund seeks long-term capital appreciation by investing primarily in common stocks. The fund invests at least 80% of its assets in securities of companies principally engaged in providing financial services to consumers and industries. These companies may include, for example, commercial banks, savings and loan associations, broker-dealers, investment banks, investment advisers, insurance companies, real estate-related companies, leasing companies, and consumer and industrial finance companies. - -------------------- FUND FACTS - -------------------- FUND INCEPTION - -------------------- February 28, 2000 * Since the fund focuses its investments on companies involved in financial services, an investment in the fund may involve a greater degree of risk than an investment in other mutual funds with greater diversification. [GRAPHIC] Research Series Annual Report o October 31, 2003 SMITH BARNEY FINANCIAL SERVICES FUND WHAT'S INSIDE LETTER FROM THE CHAIRMAN .................................................... 1 MANAGER OVERVIEW ............................................................ 2 FUND PERFORMANCE ............................................................ 4 HISTORICAL PERFORMANCE ...................................................... 5 SCHEDULE OF INVESTMENTS ..................................................... 6 STATEMENT OF ASSETS AND LIABILITIES ......................................... 8 STATEMENT OF OPERATIONS ..................................................... 9 STATEMENTS OF CHANGES IN NET ASSETS ......................................... 10 NOTES TO FINANCIAL STATEMENTS ............................................... 11 FINANCIAL HIGHLIGHTS ........................................................ 16 TAX INFORMATION ............................................................. 17 INDEPENDENT AUDITORS' REPORT ................................................ 18 ADDITIONAL INFORMATION ...................................................... 19 - -------------------------------------------------------------------------------- LETTER FROM THE CHAIRMAN - -------------------------------------------------------------------------------- [PHOTO OF R. JAY GERKEN] R. JAY GERKEN, CFA CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER DEAR SHAREHOLDER, We are pleased to present the annual report for Smith Barney Financial Services Fund. After a torturous three-year bear market, the U.S. stock market has rallied strongly so far in 2003 as geopolitical uncertainties eased and investors began to look forward to better economic times. The recent performance of the U.S. economy has supported an improvement in investor sentiment and corporate earnings. SPECIAL SHAREHOLDER NOTICES It is with great sadness that we bring to your attention the passing of Alfred J. Bianchetti, Director Emeritus, and James J. Crisona, Director Emeritus, of the fund. Messrs. Bianchetti and Crisona, who both passed away on September 4th, lived accomplished lives to the ages of 80 and 97, respectively. We will sorely miss their presence and will remember the dedicated service they provided to the fund's shareholders through their outstanding contributions as long-term members of the Board. The Board of Directors of the Smith Barney Sector Services, Inc. on behalf of the fund has approved the transfer and assignment of the sub-advisory agreements from Citi Fund Management, Inc. ("CFM") to Citigroup Asset Management Limited ("CAM Ltd.") effective August 1, 2003. The current CFM managers will continue to manage the fund's portfolio through CAM Ltd. CAM Ltd. and CFM are both affiliates of the fund's current manager Smith Barney Fund Management LLC ("SBFM"). CAM Ltd. and SBFM are subsidiaries of Citigroup Inc. CAM Ltd. is located at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom. If you have any questions about recent economic events or investing in a recovering economy, we urge you to talk with your financial adviser. As always, we thank you for entrusting your assets to us, and we look forward to helping you continue to meet your financial goals. Please read on to learn more about your fund's performance and the Manager's strategy. Sincerely, /s/ R. Jay Gerken R. Jay Gerken, CFA Chairman, President and Chief Executive Officer NOVEMBER 19, 2003 1 SMITH BARNEY SECTOR SERIES INC. | 2003 Annual Report - -------------------------------------------------------------------------------- MANAGER OVERVIEW - -------------------------------------------------------------------------------- PERFORMANCE REVIEW For the 12 months ended October 31, 2003, Class A shares of the Smith Barney Financial Services Fund, excluding sales charges, returned 21.33%. These shares performed worse than the fund's unmanaged benchmark the Goldman Sachs Financials Index,(i) which returned 24.96% for the same period. They also underperformed the average of the fund's Lipper peer group of financial services funds, which returned 25.65% for the same period.(1) We attribute the fund's underperformance to relative weakness among its thrifts and mortgage finance holdings. MARKET OVERVIEW The financial services sector generally declined during the first half of the fund's fiscal year, which began in November 2002, reaching a low point in March 2003 as persistent economic weakness and the build-up to the war in Iraq took their toll on stock prices. However, the sector and the broader market recovered strongly over the balance of the year, as investor sentiment improved against a backdrop of low global interest rates, the quick resolution of major combat operations in Iraq and signs of a more sustainable economic recovery in the U.S., Japan and elsewhere. Over the year, the financials sector's greatest gains were concentrated primarily in the capital markets and real estate sub-sectors. Laggards included the insurance area. The stock market over the past year has been focused on recovery prospects for corporate profits. Companies in the capital markets and consumer finance areas - -- many of which have suffered from weak financial positions or have operated in a relatively depressed business environment -- tended to rebound more strongly than others, because their operations benefited more from the general market recovery and declining rate of defaults on consumer credit. In general, despite attractive valuations and sound finances, stocks of higher quality, blue-chip companies did not rally as strongly as smaller and more speculative stocks, which were more leveraged to improving economic conditions. PERFORMANCE SNAPSHOT AS OF OCTOBER 31, 2003 (EXCLUDING SALES CHARGES) - -------------------------------------------------------------------------------- CLASS A SHARES - -------------------------------------------------------------------------------- 6 Months 16.43% - -------------------------------------------------------------------------------- 12 Months 21.33% - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- GOLDMAN SACHS FINANCIALS INDEX - -------------------------------------------------------------------------------- 6 Months 18.74% - -------------------------------------------------------------------------------- 12 Months 24.96% - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- AVERAGE OF LIPPER FINANCIAL SERVICES FUNDS - -------------------------------------------------------------------------------- 6 Months 19.78% - -------------------------------------------------------------------------------- 12 Months 25.65% - -------------------------------------------------------------------------------- Class A share returns assume the reinvestment of income dividends and capital gains distributions at net asset value and the deduction of all fund expenses. Returns have not been adjusted to include sales charges that may apply when shares are purchased or the deduction of taxes that a shareholder would pay on fund distributions. Results for other share classes may vary. The Goldman Sachs Financial Services Index is an unmanaged market-value weighted index comprised of companies in the banking services, brokerage, asset management, insurance and real estate industries. Please note that an investor cannot invest directly in an index. Lipper Inc. is a major independent mutual-fund tracking organization. Returns are based on the period ended October 31, 2003, calculated among 116 funds for the six-month period and among 115 funds for the 12-month period, in the fund's Lipper peer group including the reinvestment of dividends and capital gains and excluding sales charges. ALL FIGURES REPRESENT PAST PERFORMANCE AND ARE NOT A GUARANTEE OF FUTURE RESULTS. Principal value and investment returns will fluctuate and investors' shares, when redeemed may be worth more or less than their original cost. (1) Lipper Inc. is a major independent mutual-fund tracking organization. Returns are based on the period ended October 31, 2003, calculated among 115 funds for the 12-month period, in the fund's Lipper financial services funds category including the reinvestment of dividends and capital gains and excluding sales charges. 2 SMITH BARNEY SECTOR SERIES INC. | 2003 Annual Report FUND OVERVIEW Our investment approach seeks to add value relative to the fund's benchmark from our stock selection strategy rather than through industry or thematic allocations. In the improving market environment, we continued to focus on companies that our analysis suggests are most attractive within their sub-sectors. This analysis employs a long-term valuation framework that seeks to project earnings and dividends several years into the future. While this approach historically has produced strong results, it proved less effective in an environment in which investors were focused primarily on short-term recovery prospects. Our fundamental valuation methodology led to particularly disappointing stock selections in the mortgage finance industry. FREDDIE MAC and FANNIE MAE underperformed the averages amid uncertainty surrounding the restatement of prior-year financial results, accounting errors, changes in senior management and regulatory investigations. We continue to hold Freddie Mac and Fannie Mae in anticipation of a resolution of these issues, which we believe will cause investors' attention to return to the more fundamental strengths of attractive valuations in a competitively advantaged, stable and high-return business. The fund's relatively light exposure to the real estate and diversified financials segments also detracted from its relative performance. On the other hand, the fund benefited from its overweighted position in consumer finance companies, such as CAPITAL ONE FINANCIAL CORP., which has since been eliminated from the fund, and AMERICAN EXPRESS CO., which has been retained. J.P. MORGAN CHASE & CO. contributed strongly to performance as the capital markets segment recovered, and we sold our position after realizing gains. FRANKLIN RESOURCES, INC. and STATE STREET CORP. also contributed positively, and these holdings have been retained because we see potential for further gains. Results from our security selection strategy in the commercial banks area was aided by strong performance from ZIONS BANCORP. and FIFTH THIRD BANCORP, but the sub-sector's relative performance was hurt by not owning FLEETBOSTON FINANCIAL CORP. ADDITIONAL INFORMATION ABOUT YOUR FUND The Fund's Adviser and some of its affiliates have received requests for information from various government regulators regarding market timing, late trading, fees and other mutual fund issues in connection with various investigations. The Adviser and its affiliates are responding to those information requests, but are not in a position to predict the outcome of these requests and investigations. Thank you for your investment in the Smith Barney Financial Services Fund. We appreciate that you have entrusted us to manage your money and we value our relationship with you. Sincerely, The Portfolio Management Team Citigroup Asset Management, Limited. NOVEMBER 19, 2003 The information provided is not intended to be a forecast of future events, a guarantee of future results or investment advice. Views expressed may differ from those of the firm as a whole. Portfolio holdings and breakdowns are as of October 31, 2003 and are subject to change. Please refer to pages 6 through 7 for a list and percentage breakdown of the fund's holdings. (i) The Goldman Sachs Financial Services Index is an unmanaged market-value weighted index comprised of companies in the banking services, brokerage, asset management, insurance and real estate industries. Please note that an investor cannot invest directly in an index. The fund's top ten holdings as of October 31, 2003 were: Wells Fargo & Co. (6.44%); Berkshire Hathaway Inc., Class A Shares (6.11%); Bank of America Corp. (5.31%); American International Group, Inc. (5.08%); American Express Co. (4.82%); Fannie Mae (4.65%); The Goldman Sachs Group, Inc. (3.87%); Freddie Mac (3.57%); Morgan Stanley (3.39%); Washington Mutual, Inc. (3.11%). 3 SMITH BARNEY SECTOR SERIES INC. | 2003 Annual Report - -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS+ (UNAUDITED) - -------------------------------------------------------------------------------- WITHOUT SALES CHARGES(1) ------------------------------------------------ CLASS A CLASS B CLASS L - -------------------------------------------------------------------------------- Twelve Months Ended 10/31/03 21.33% 20.39% 20.48% - -------------------------------------------------------------------------------- Inception* through 10/31/03 10.50 9.67 9.69 - -------------------------------------------------------------------------------- WITH SALES CHARGES(2) ------------------------------------------------ CLASS A CLASS B CLASS L - -------------------------------------------------------------------------------- Twelve Months Ended 10/31/03 15.23% 15.39% 18.32% - -------------------------------------------------------------------------------- Inception* through 10/31/03 8.97 9.24 9.38 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CUMULATIVE TOTAL RETURNS+ (UNAUDITED) - -------------------------------------------------------------------------------- WITHOUT SALES CHARGES(1) - -------------------------------------------------------------------------------- Class A (Inception* through 10/31/03) 44.34% - -------------------------------------------------------------------------------- Class B (Inception* through 10/31/03) 40.38 - -------------------------------------------------------------------------------- Class L (Inception* through 10/31/03) 40.45 - -------------------------------------------------------------------------------- (1) ASSUMES REINVESTMENT OF ALL DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS, IF ANY, AT NET ASSET VALUE AND DOES NOT REFLECT THE DEDUCTION OF THE APPLICABLE SALES CHARGES WITH RESPECT TO CLASS A AND L SHARES OR THE APPLICABLE CONTINGENT DEFERRED SALES CHARGES ("CDSC") WITH RESPECT TO CLASS B AND L SHARES. (2) ASSUMES REINVESTMENT OF ALL DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS, IF ANY, AT NET ASSET VALUE. IN ADDITION, CLASS A AND L SHARES REFLECT THE DEDUCTION OF THE MAXIMUM INITIAL SALES CHARGES OF 5.00% AND 1.00%, RESPECTIVELY; CLASS B SHARES REFLECT THE DEDUCTION OF A 5.00% CDSC, WHICH APPLIES IF SHARES ARE REDEEMED WITHIN ONE YEAR FROM PURCHASE PAYMENT. THEREAFTER, THE CDSC DECLINES BY 1.00% PER YEAR UNTIL NO CDSC CHARGE IS INCURRED. CLASS L SHARES ALSO REFLECT THE DEDUCTION OF A 1.00% CDSC, WHICH APPLIES IF SHARES ARE REDEEMED WITHIN ONE YEAR FROM PURCHASE PAYMENT. * INCEPTION DATES FOR CLASS A, B AND L SHARES IS FEBRUARY 28, 2000. + THE RETURNS SHOWN DO NOT REFLECT THE DEDUCTION OF TAXES THAT A SHAREHOLDER WOULD PAY ON FUND DISTRIBUTIONS OR THE REDEMPTION SHARES OF FUND SHARES. PERFORMANCE FIGURES MAY REFLECT FEE WAIVERS AND/OR EXPENSE REIMBURSEMENTS. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. IN THE ABSENCE OF FEE WAIVERS AND/OR EXPENSE REIMBURSEMENTS, THE TOTAL RETURN WOULD BE REDUCED. 4 SMITH BARNEY SECTOR SERIES INC. | 2003 Annual Report - -------------------------------------------------------------------------------- HISTORICAL PERFORMANCE (UNAUDITED) - -------------------------------------------------------------------------------- VALUE OF $10,000 INVESTED IN CLASS A, B AND L SHARES OF THE SMITH BARNEY FINANCIAL SERVICES FUND VS. GOLDMAN SACHS FINANCIALS INDEX+ - -------------------------------------------------------------------------------- FEBRUARY 2000 -- OCTOBER 2003 [DATA BELOW REPRESENTS A LINE CHART IN THE ORIGINAL PIECE.] SMITH BARNEY SMITH BARNEY SMITH BARNEY FINANCIAL SERVICES FINANCIAL SERVICES FINANCIAL SERVICES FUND-- FUND-- FUND-- GOLDMAN SACHS CLASS A SHARES CLASS B SHARES CLASS L SHARES FINANCIAL INDEX ------------------ ------------------ ------------------ --------------- 2/28/00 9500 10000 9896 10000 10/31/00 13242 13868 13724 13919 10/31/01 11940 12406 12276 12555 10/31/02 11301 11660 11537 12425 10/31/03 13712 13838 13899 15526 + Hypothetical illustration of $10,000 invested in Class A, B and L shares at inception on February 28, 2000, assuming deduction of the maximum 5.00% and 1.00% sales charges at the time of investment for Class A and L shares, respectively; and the deduction of the maximum 5.00% CDSC for Class B shares. It also assumes reinvestment of dividends and capital gains, if any, at net asset value through October 31, 2003. The Goldman Sachs Financials Index is comprised of companies in the banking services, brokerage, asset management, insurance and real estate industries. The Index is unmanaged and is not subject to the same management and trading expenses as a mutual fund. Please note that an investor cannot invest directly in an index. The returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. ALL FIGURES REPRESENT PAST PERFORMANCE AND ARE NOT A GUARANTEE OF FUTURE RESULTS. The performance data represents past performance including the investment return and principal value of an investment, which will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of fee waivers and/or expense reimbursements, the total return would be reduced. 5 SMITH BARNEY SECTOR SERIES INC. | 2003 Annual Report - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS OCTOBER 31, 2003 - -------------------------------------------------------------------------------- SHARES SECURITY VALUE - -------------------------------------------------------------------------------- COMMON STOCK -- 99.8% BANKS -- 36.5% 28,990 AmSouth Bancorp. $ 684,744 48,185 Bank of America Corp. 3,649,050 22,156 Bank of Montreal 829,521 35,267 Bank One Corp. 1,497,084 17,202 Canadian Imperial Bank of Commerce 771,854 8,047 Comerica Inc. 414,260 22,800 Fifth Third Bancorp 1,321,488 10,442 HSBC Holdings PLC, ADR 783,881 27,140 Huntington Bancshares Inc. 587,852 8,560 M&T Bank Corp. 803,784 17,150 Marshall & Ilsley Corp. 614,313 17,809 Regions Financial Corp. 654,481 24,690 Royal Bank of Canada 1,189,564 22,698 SouthTrust Corp. 722,931 21,181 The Toronto-Dominion Bank 705,115 46,000 U.S. Bancorp 1,252,120 14,383 UnionBancal Corp. 779,127 48,867 Washington Mutual, Inc. 2,137,931 78,593 Wells Fargo & Co. 4,426,358 21,163 Zions Bancorp. 1,297,080 - -------------------------------------------------------------------------------- 25,122,538 - -------------------------------------------------------------------------------- COMMERCIAL SERVICES AND SUPPLIES -- 0.7% 10,740 H&R Block, Inc. 505,747 - -------------------------------------------------------------------------------- DIVERSIFIED FINANCIALS -- 34.2% 21,300 Alliance Capital Management Holding L.P. 715,041 70,547 American Express Co. 3,310,771 15,336 The Bank of New York Co., Inc. 478,330 9,263 The Bear Stearns Cos., Inc. 706,304 44,613 Fannie Mae 3,198,306 38,389 Franklin Resources, Inc. 1,820,406 43,691 Freddie Mac 2,452,376 28,357 The Goldman Sachs Group, Inc. 2,662,722 44,808 J.P. Morgan Chase & Co. 1,608,607 10,062 Lehman Brothers Holdings Inc. 724,464 53,000 MBNA Corp. 1,311,750 24,019 Mellon Financial Corp. 717,448 42,406 Morgan Stanley 2,326,817 27,724 State Street Corp. 1,451,629 - -------------------------------------------------------------------------------- 23,484,971 - -------------------------------------------------------------------------------- SEE NOTES TO FINANCIAL STATEMENTS. 6 SMITH BARNEY SECTOR SERIES INC. | 2003 Annual Report - -------------------------------------------------------------------------------- SCHEDULE OF INVESTMENTS (CONTINUED) OCTOBER 31, 2003 - -------------------------------------------------------------------------------- SHARES SECURITY VALUE - -------------------------------------------------------------------------------- INSURANCE -- 26.2% 34,580 AFLAC Inc. $ 1,261,478 24,614 The Allstate Corp. 972,253 57,338 American International Group, Inc. 3,487,871 54 Berkshire Hathaway Inc., Class A Shares* 4,201,740 9,160 The Chubb Corp. 611,980 11,836 Cincinnati Financial Corp. 484,329 9,096 The Hartford Financial Services Group, Inc. 499,370 9,945 Jefferson-Pilot Corp. 474,774 20,621 Lincoln National Corp. 823,397 19,616 Marsh & McLennan Cos., Inc. 838,584 8,631 MBIA Inc. 514,494 7,094 MGIC Investment Corp. 363,993 45,900 Nationwide Financial Services, Inc. 1,559,223 12,400 The Progressive Corp. 915,120 12,302 Protective Life Corp. 399,446 8,665 XL Capital Ltd. 602,217 - -------------------------------------------------------------------------------- 18,010,269 - -------------------------------------------------------------------------------- REAL ESTATE -- 2.2% 12,600 Archstone-Smith Trust 336,420 12,700 Equity Office Properties Trust 355,727 8,200 Health Care Property Investors, Inc. 382,366 9,300 Simon Property Group, Inc. 419,244 - -------------------------------------------------------------------------------- 1,493,757 - -------------------------------------------------------------------------------- TOTAL COMMON STOCK (Cost -- $61,215,961) 68,617,282 - -------------------------------------------------------------------------------- FACE AMOUNT SECURITY VALUE - -------------------------------------------------------------------------------- REPURCHASE AGREEMENT -- 0.2% $117,000 State Street Bank and Trust Co., 0.940% due 11/3/03; Proceeds at maturity -- $117,009; (Fully collateralized by Federal Home Loan Bank Notes, 1.250% due 7/2/04; Market value -- $120,583) (Cost -- $117,000) 117,000 - -------------------------------------------------------------------------------- TOTAL INVESTMENTS -- 100.0% (Cost -- $61,332,961**) $68,734,282 - -------------------------------------------------------------------------------- * NON-INCOME PRODUCING SECURITY. ** AGGREGATE COST FOR FEDERAL INCOME TAX PURPOSES IS $61,808,677. Abbreviation used in this schedule: ----------------------------------- ADR -- American Depositary Receipt SEE NOTES TO FINANCIAL STATEMENTS. 7 SMITH BARNEY SECTOR SERIES INC. | 2003 Annual Report - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES OCTOBER 31, 2003 - -------------------------------------------------------------------------------- ASSETS: Investments, at value (Cost -- $61,332,961) $ 68,734,282 Cash 10 Dividends and interest receivable 92,559 Receivable for Fund shares sold 65,375 - -------------------------------------------------------------------------------- TOTAL ASSETS 68,892,226 - -------------------------------------------------------------------------------- LIABILITIES: Management fee payable 47,022 Payable for Fund shares reacquired 23,423 Distribution plan fees payable 23,108 Accrued expenses 77,956 - -------------------------------------------------------------------------------- TOTAL LIABILITIES 171,509 - -------------------------------------------------------------------------------- TOTAL NET ASSETS $ 68,720,717 - -------------------------------------------------------------------------------- NET ASSETS: Par value of capital shares $ 4,732 Capital paid in excess of par value 64,912,285 Undistributed net investment income 180,332 Accumulated net realized loss from investment transactions (3,778,056) Net unrealized appreciation of investments and foreign currencies 7,401,424 - -------------------------------------------------------------------------------- TOTAL NET ASSETS $ 68,720,717 - -------------------------------------------------------------------------------- SHARES OUTSTANDING: Class A 1,115,885 --------------------------------------------------------------------------- Class B 2,189,376 --------------------------------------------------------------------------- Class L 1,426,666 --------------------------------------------------------------------------- NET ASSET VALUE: Class A (and redemption price) $14.81 --------------------------------------------------------------------------- Class B * $14.43 --------------------------------------------------------------------------- Class L * $14.44 --------------------------------------------------------------------------- MAXIMUM PUBLIC OFFERING PRICE PER SHARE: Class A (net asset value plus 5.26% of net asset value per share) $15.59 --------------------------------------------------------------------------- Class L (net asset value plus 1.01% of net asset value per share) $14.59 - -------------------------------------------------------------------------------- * REDEMPTION PRICE IS NAV OF CLASS B AND L SHARES REDUCED BY A 5.00% AND 1.00% CDSC, RESPECTIVELY, IF SHARES ARE REDEEMED WITHIN ONE YEAR FROM PURCHASE PAYMENT (SEE NOTE 2). SEE NOTES TO FINANCIAL STATEMENTS. 8 SMITH BARNEY SECTOR SERIES INC. | 2003 Annual Report - -------------------------------------------------------------------------------- STATEMENT OF OPERATIONS FOR THE YEAR ENDED OCTOBER 31, 2003 - -------------------------------------------------------------------------------- INVESTMENT INCOME: Dividends $ 1,409,116 Interest 3,058 Less: Foreign withholding tax (17,201) - -------------------------------------------------------------------------------- TOTAL INVESTMENT INCOME 1,394,973 - -------------------------------------------------------------------------------- EXPENSES: Distribution plan fees (Note 6) 528,796 Management fee (Note 2) 512,889 Shareholder servicing fees (Note 6) 98,308 Audit and legal 27,758 Custody 19,080 Directors' fees 13,051 Registration fees 5,427 Other 5,910 - -------------------------------------------------------------------------------- TOTAL EXPENSES 1,211,219 - -------------------------------------------------------------------------------- NET INVESTMENT INCOME 183,754 - -------------------------------------------------------------------------------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCIES (NOTE 3): Realized Gain (Loss) From: Investment transactions (3,191,303) Foreign currency transactions 900 - -------------------------------------------------------------------------------- NET REALIZED LOSS (3,190,403) - -------------------------------------------------------------------------------- Change in Net Unrealized Appreciation (Depreciation) of Investments: Beginning of year (7,766,245) End of year 7,401,424 - -------------------------------------------------------------------------------- INCREASE IN NET UNREALIZED APPRECIATION 15,167,669 - -------------------------------------------------------------------------------- NET GAIN ON INVESTMENTS AND FOREIGN CURRENCIES 11,977,266 - -------------------------------------------------------------------------------- INCREASE IN NET ASSETS FROM OPERATIONS $12,161,020 - -------------------------------------------------------------------------------- SEE NOTES TO FINANCIAL STATEMENTS. 9 SMITH BARNEY SECTOR SERIES INC. | 2003 Annual Report - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED OCTOBER 31, - -------------------------------------------------------------------------------- 2003 2002 - ---------------------------------------------------------------------------------------------------------- OPERATIONS: Net investment income (loss) $ 183,754 $ (205,916) Net realized gain (loss) (3,190,403) 1,101,240 Increase (decrease) in net unrealized appreciation 15,167,669 (5,088,640) - ---------------------------------------------------------------------------------------------------------- INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS 12,161,020 (4,193,316) - ---------------------------------------------------------------------------------------------------------- DISTRIBUTIONS TO SHAREHOLDERS FROM (NOTE 7): Net realized gains (1,303,919) (4,375,419) - ---------------------------------------------------------------------------------------------------------- DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS (1,303,919) (4,375,419) - ---------------------------------------------------------------------------------------------------------- FUND SHARE TRANSACTIONS (NOTE 8): Net proceeds from sale of shares 6,357,450 16,096,034 Net asset value of shares issued for reinvestment of dividends 1,234,602 4,157,273 Cost of shares reacquired (14,924,847) (25,373,865) - ---------------------------------------------------------------------------------------------------------- DECREASE IN NET ASSETS FROM FUND SHARE TRANSACTIONS (7,332,795) (5,120,558) - ---------------------------------------------------------------------------------------------------------- INCREASE (DECREASE) IN NET ASSETS 3,524,306 (13,689,293) NET ASSETS: Beginning of year 65,196,411 78,885,704 - ---------------------------------------------------------------------------------------------------------- END OF YEAR* $68,720,717 $65,196,411 - ---------------------------------------------------------------------------------------------------------- * Includes undistributed net investment income of: $180,332 -- - ---------------------------------------------------------------------------------------------------------- * Includes accumulated net investment loss of: -- $(4,214) - ---------------------------------------------------------------------------------------------------------- SEE NOTES TO FINANCIAL STATEMENTS. 10 SMITH BARNEY SECTOR SERIES INC. | 2003 Annual Report - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 1. Significant Accounting Policies The Smith Barney Financial Services Fund ("Fund"), a separate investment fund of the Smith Barney Sector Series Inc. ("Company"), a Maryland corporation, is registered under the Investment Company Act of 1940, as amended, as a non-diversified, open-end management investment company. The Company consists of this Fund and two other separate investment funds: Smith Barney Health Sciences Fund and Smith Barney Technology Fund. The financial statements and financial highlights for the other funds are presented in separate shareholder reports. The significant accounting policies consistently followed by the Fund are: (a) security transactions are accounted for on trade date; (b) securities traded on national securities markets are valued at the closing prices in the primary exchange on which they are traded; securities listed or traded on certain foreign exchanges or other markets whose operations are similar to the U.S. over-the-counter market (including securities listed on exchanges where the primary market is believed to be over-the-counter) and securities for which no sale was reported on that date are valued at the mean between the bid and asked prices; securities listed on the NASDAQ National Market System for which market quotations are available are valued at the official closing price or, if there is no official closing price that day, at the last sales price. Securities which are listed or traded on more than one exchange or market are valued at the quotations on the exchange or market determined to be the primary market for such securities; (c) securities for which market quotations are not available will be valued in good faith at fair value by or under the direction of the Board of Directors; (d) securities maturing within 60 days are valued at cost plus accreted discount, or minus amortized premium, which approximates value; (e) the accounting records of the Fund are maintained in U.S. dollars. All assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the rate of exchange of such currencies against U.S. dollars on the date of valuation. Purchases and sales of securities, and income and expenses are translated at the rate of exchange quoted on the respective date that such transactions are recorded. Differences between income or expense amounts recorded and collected or paid are adjusted when reported by the custodian; (f) interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis; (g) dividend income is recorded on the ex-dividend date; foreign dividends are recorded on the ex-dividend date or as soon as practical after the Fund determines the existence of a dividend declaration after exercising reasonable due diligence; (h) dividends and distributions to shareholders are recorded on the ex-dividend date; the Fund distributes dividends and capital gains, if any, annually; (i) gains or losses on the sale of securities are calculated by using the specific identification method; (j) class specific expenses are charged to each class; management fees and general Fund expenses are allocated on the basis of relative net assets of each class or on another reasonable basis; (k) the character of income and gains to be distributed is determined in accordance with income tax regulations which may differ from accounting principles generally accepted in the United States of America. At October 31, 2003, reclassifications were made to the Fund's capital accounts to reflect permanent book/tax differences and income and gains available for distributions under income tax regulations.Net investment income, net realized gains and net assets were not affected by this adjustment; (l) the Fund intends to comply with the applicable provisions of the Internal Revenue Code of 1986, as amended, pertaining to regulated investment companies and to make distributions of taxable income sufficient to relieve it from substantially all Federal income and excise taxes; and (m) estimates and assumptions are required to be made regarding assets, liabilities and changes in net assets resulting from operations when financial statements are prepared. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ. In addition, the Fund may enter into forward exchange contracts in order to hedge against foreign currency risk. These contracts are marked-to-market daily, by recognizing the difference between the contract exchange rate and the current market rate as an unrealized gain or loss. Realized gains or losses are recognized when contracts are settled or offset by entering into 11 SMITH BARNEY SECTOR SERIES INC. | 2003 Annual Report - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (CONTINUED) - -------------------------------------------------------------------------------- another forward exchange contract. The Fund from time to time may also enter into options and/or futures contracts typically to hedge market or currency risk. 2. Management Agreement and Other Transactions Smith Barney Fund Management LLC ("SBFM"), an indirect wholly-owned subsidiary of Citigroup Inc. ("Citigroup"), acts as investment manager to the Fund. The Fund pays SBFM a management fee calculated at an annual rate of 0.80% of the Fund's average daily net assets. This fee is calculated daily and paid monthly. SBFM has delegated the daily management of the Fund to Citi Fund Management Inc. ("CFM"), an affiliate of SBFM. For services provided to the Fund, SBFM pays CFM a sub-advisory fee calculated at an annual rate of 0.50% of the Fund's average daily net assets. The Board of Directors of the Company, on behalf of the Fund, has approved the transfer and assignment of the sub-advisory agreement from CFM to Citigroup Asset Management Ltd. ("CAM Ltd."), effective August 1, 2003. The current CFM managers will continue to manage the Fund's portfolio through CAM Ltd. Citicorp Trust Bank, fsb. ("CTB"), another subsidiary of Citigroup, acts as the Fund's transfer agent. PFPC Inc. ("PFPC") and Primerica Shareholder Services ("PSS"), another subsidiary of Citigroup, act as the Fund's sub-transfer agents. CTB receives account fees and asset-based fees that vary according to the size and type of account. PFPC and PSS are responsible for shareholder recordkeeping and financial processing for all shareholder accounts and are paid by CTB. For the year ended October 31, 2003, the Fund paid transfer agent fees of $64,969 to CTB. Citigroup Global Markets Inc. ("CGM") (formerly known as Salomon Smith Barney Inc.) and PFS Distributors, Inc., both of which are subsidiaries of Citigroup, act as the Fund's distributors. For the year ended October 31, 2003, CGM and its affiliates did not receive any brokerage commissions. There are maximum initial sales charges of 5.00% and 1.00% for Class A and L shares, respectively. There is a contingent deferred sales charge ("CDSC") of 5.00% on Class B shares, which applies if redemption occurs within one year from purchase payment and declines thereafter by 1.00% per year until no CDSC is incurred. Class L shares also have a 1.00% CDSC, which applies if redemption occurs within one year from purchase payment. In addition, Class A shares have a 1.00% CDSC, which applies if redemption occurs within one year from purchase payment. This CDSC only applies to those purchases of Class A shares which, when combined with current holdings of Class A shares, equal or exceed $1,000,000 in the aggregate. These purchases do not incur an initial sales charge. For the year ended October 31, 2003, CGM and its affiliates received sales charges of approximately $58,000 and $2,000 on sales of the Fund's Class A and L shares, respectively. In addition, for the year ended October 31, 2003, CDSCs paid to CGM and its affiliates were approximately $94,000 for Class B shares. All officers and one Director of the Company are employees of Citigroup or its affiliates. 3. Investments During the year ended October 31, 2003, the aggregate cost of purchases and proceeds from sales of investments (including maturities of long-term investments, but excluding short-term investments) were as follows: - -------------------------------------------------------------------------------- Purchases $14,047,485 - -------------------------------------------------------------------------------- Sales 22,828,411 - -------------------------------------------------------------------------------- 12 SMITH BARNEY SECTOR SERIES INC. | 2003 Annual Report - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (CONTINUED) - -------------------------------------------------------------------------------- At October 31, 2003, the aggregate gross unrealized appreciation and depreciation of investments for Federal income tax purposes were as follows: - -------------------------------------------------------------------------------- Gross unrealized appreciation $10,260,655 Gross unrealized depreciation (3,335,050) - -------------------------------------------------------------------------------- Net unrealized appreciation $ 6,925,605 - -------------------------------------------------------------------------------- 4. Repurchase Agreements The Fund purchases (and the custodian takes possession of) U.S. government securities from securities dealers subject to agreements to resell the securities to the sellers at a future date (generally, the next business day), at an agreed upon higher repurchase price. The Fund requires continual maintenance of the market value (plus accrued interest) of the collateral in amounts at least equal to the repurchase price. 5. Concentration of Risk The Fund normally invests at least 80% of its assets in financial services related investments. As a result of this concentration policy, the Fund's investments may be subject to greater risk and market fluctuation than a fund that invests in securities representing a broader range of investment alternatives. 6. Class Specific Expenses Pursuant to a Rule 12b-1 Distribution Plan, the Fund pays a service fee with respect to Class A, B and L shares calculated at an annual rate of 0.25% of the average daily net assets of each respective class. The Fund also pays a distribution fee with respect to Class B and L shares calculated at an annual rate of 0.75% of the average daily net assets of each class, respectively. For the year ended October 31, 2003, total Rule 12b-1 Distribution Plan fees, which are accrued daily and paid monthly, were as follows: CLASS A CLASS B CLASS L - -------------------------------------------------------------------------------- Rule 12b-1 Distribution Plan Fees $37,438 $292,277 $199,081 - -------------------------------------------------------------------------------- For the year ended October 31, 2003, total Shareholder Servicing fees were as follows: CLASS A CLASS B CLASS L - -------------------------------------------------------------------------------- Shareholder Servicing Fees $23,016 $ 44,840 $ 30,452 - -------------------------------------------------------------------------------- 7. Distributions Paid to Shareholders by Class YEAR ENDED YEAR ENDED OCTOBER 31, 2003 OCTOBER 31, 2002 - -------------------------------------------------------------------------------- NET REALIZED GAINS Class A $ 291,292 $ 892,781 Class B 587,336 1,885,444 Class L 425,291 1,597,194 - -------------------------------------------------------------------------------- Total $1,303,919 $4,375,419 - -------------------------------------------------------------------------------- 13 SMITH BARNEY SECTOR SERIES INC. | 2003 Annual Report - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (CONTINUED) - -------------------------------------------------------------------------------- 8. Capital Shares At October 31, 2003, the Fund had 400 million shares of capital stock authorized with a par value of $0.001 per share. The Fund has the ability to issue multiple classes of shares. Each share of a class represents an identical interest in the Fund and has the same rights, except that each class bears certain expenses specifically related to the distribution of its shares. Transactions in shares of each class were as follows: YEAR ENDED YEAR ENDED OCTOBER 31, 2003 OCTOBER 31, 2002 ------------------------- -------------------------- SHARES AMOUNT SHARES AMOUNT - ------------------------------------------------------------------------------------------------- CLASS A Shares sold 193,058 $ 2,484,197 505,631 $ 7,118,929 Shares issued on reinvestment 22,918 273,645 60,450 855,366 Shares reacquired (312,740) (4,042,964) (511,025) (6,967,973) - ------------------------------------------------------------------------------------------------- Net Increase (Decrease) (96,764) $(1,285,122) 55,056 $ 1,006,322 - ------------------------------------------------------------------------------------------------- CLASS B Shares sold 264,664 $ 3,299,291 446,749 $ 6,176,589 Shares issued on reinvestment 47,116 552,196 126,216 1,765,764 Shares reacquired (486,621) (6,121,078) (659,117) (8,826,580) - ------------------------------------------------------------------------------------------------- Net Decrease (174,841) $(2,269,591) (86,152) $ (884,227) - ------------------------------------------------------------------------------------------------- CLASS L Shares sold 45,324 $ 573,962 197,150 $ 2,800,516 Shares issued on reinvestment 34,877 408,761 109,803 1,536,143 Shares reacquired (382,238) (4,760,805) (703,438) (9,579,312) - ------------------------------------------------------------------------------------------------- Net Decrease (302,037) $(3,778,082) (396,485) $(5,242,653) - ------------------------------------------------------------------------------------------------- 9. Capital Loss Carryforward At October 31, 2003, the Fund had, for Federal income tax purposes, approximately $3,302,000 of unused capital loss carryforwards available to offset future capital gains, expiring on October 31, 2011. To the extent that these carryforward losses are used to offset capital gains, it is probable that the gains so offset will not be distributed. 10. Income Tax Information and Distributions to Shareholders At October 31, 2003, the tax basis components of distributable earnings were: - -------------------------------------------------------------------------------- Undistributed ordinary income $ 182,674 - -------------------------------------------------------------------------------- Accumulated capital losses (3,302,340) - -------------------------------------------------------------------------------- Unrealized appreciation 6,925,708 - -------------------------------------------------------------------------------- The difference between book basis and tax basis unrealized appreciation is attributable primarily to wash sales loss deferrals. The tax character of distributions paid during the year ended October 31, 2003 was: - -------------------------------------------------------------------------------- Ordinary income $ 108 Long-term capital gains 1,303,811 - -------------------------------------------------------------------------------- Total $1,303,919 - -------------------------------------------------------------------------------- 14 SMITH BARNEY SECTOR SERIES INC. | 2003 Annual Report - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (CONTINUED) - -------------------------------------------------------------------------------- 11. Subsequent Event The Fund has received the following information from Citigroup Asset Management ("CAM"), the Citigroup business unit which includes the Fund's Investment Manager and other investment advisory companies, all of which are indirect, wholly-owned subsidiaries of Citigroup. CAM is reviewing its entry, through an affiliate, into the transfer agent business in the period 1997-1999. As CAM currently understands the facts, at the time CAM decided to enter the transfer agent business, CAM sub-contracted for a period of five years certain of the transfer agency services to a third party and also concluded a revenue guarantee agreement with this sub-contractor providing that the sub-contractor would guarantee certain benefits to CAM or its affiliates (the "Revenue Guarantee Agreement"). In connection with the subsequent purchase of the sub-contractor's business by an affiliate of the current sub-transfer agent (PFPC Inc.) used by CAM on many of the funds it manages, this Revenue Guarantee Agreement was amended eliminating those benefits in exchange for arrangements that included a one-time payment from the sub-contractor. The Boards of CAM-managed funds (the "Boards") were not informed of the Revenue Guarantee Agreement with the sub-contractor at the time the Boards considered and approved the transfer agent arrangements. Nor were the Boards informed of the subsequent amendment to the Revenue Guarantee Agreement when that occurred. CAM has begun to take corrective actions. CAM will pay to the applicable funds $16 million (plus interest) that CAM and its affiliates received from the Revenue Guarantee Agreement and its amendment. CAM also plans an independent review to verify that the transfer agency fees charged by CAM were fairly priced as compared to competitive alternatives. CAM is instituting new procedures and making changes designed to ensure no similar arrangements are entered into in the future. CAM has briefed the SEC, the New York State Attorney General and other regulators with respect to this matter, as well as the U.S. Attorney who is investigating the matter. CAM is cooperating with governmental authorities on this matter, the ultimate outcome of which is not yet determinable. 15 SMITH BARNEY SECTOR SERIES INC. | 2003 Annual Report - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- FOR A SHARE OF EACH CLASS OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH YEAR ENDED OCTOBER 31, UNLESS OTHERWISE NOTED: CLASS A SHARES 2003(1) 2002(1) 2001 2000(2) - ------------------------------------------------------------------------------------------------------------------ NET ASSET VALUE, BEGINNING OF YEAR $ 12.46 $ 13.87 $ 15.89 $ 11.40 - ------------------------------------------------------------------------------------------------------------------ INCOME (LOSS) FROM OPERATIONS: Net investment income(3) 0.11 0.05 0.06 0.05 Net realized and unrealized gain (loss) 2.49 (0.70) (1.55) 4.44 - ------------------------------------------------------------------------------------------------------------------ Total Income (Loss) From Operations 2.60 (0.65) (1.49) 4.49 - ------------------------------------------------------------------------------------------------------------------ LESS DISTRIBUTIONS FROM: Net investment income -- -- (0.06) -- Net realized gains (0.25) (0.76) (0.47) -- - ------------------------------------------------------------------------------------------------------------------ Total Distributions (0.25) (0.76) (0.53) -- - ------------------------------------------------------------------------------------------------------------------ NET ASSET VALUE, END OF YEAR $ 14.81 $ 12.46 $ 13.87 $ 15.89 - ------------------------------------------------------------------------------------------------------------------ TOTAL RETURN(4) 21.33% (5.35)% (9.83)% 39.39%++ - ------------------------------------------------------------------------------------------------------------------ NET ASSETS, END OF YEAR (000s) $16,524 $15,105 $16,050 $14,276 - ------------------------------------------------------------------------------------------------------------------ RATIOS TO AVERAGE NET ASSETS: Expenses(3)(5) 1.31% 1.49% 1.50% 1.51%+ Net investment income 0.86 0.35 0.39 0.69+ - ------------------------------------------------------------------------------------------------------------------ PORTFOLIO TURNOVER RATE 22% 20% 42% 26% - ------------------------------------------------------------------------------------------------------------------ CLASS B SHARES 2003(1) 2002(1) 2001 2000(2) - ------------------------------------------------------------------------------------------------------------------ NET ASSET VALUE, BEGINNING OF YEAR $ 12.24 $ 13.73 $ 15.81 $ 11.40 - ------------------------------------------------------------------------------------------------------------------ INCOME (LOSS) FROM OPERATIONS: - ------------------------------------------------------------------------------------------------------------------ Net investment gain (loss)(3) 0.01 (0.06) (0.05) (0.01) Net realized and unrealized gain (loss) 2.43 (0.67) (1.55) 4.42 - ------------------------------------------------------------------------------------------------------------------ Total Income (Loss) From Operations 2.44 (0.73) (1.60) 4.41 - ------------------------------------------------------------------------------------------------------------------ LESS DISTRIBUTIONS FROM: Net investment income -- -- (0.01) -- Net realized gains (0.25) (0.76) (0.47) -- - ------------------------------------------------------------------------------------------------------------------ Total Distributions (0.25) (0.76) (0.48) -- - ------------------------------------------------------------------------------------------------------------------ NET ASSET VALUE, END OF YEAR $ 14.43 $ 12.24 $ 13.73 $ 15.81 - ------------------------------------------------------------------------------------------------------------------ TOTAL RETURN(4) 20.39% (6.02)% (10.54)% 38.68%++ - ------------------------------------------------------------------------------------------------------------------ NET ASSETS, END OF YEAR (000s) $31,602 $28,933 $33,649 $28,696 - ------------------------------------------------------------------------------------------------------------------ RATIOS TO AVERAGE NET ASSETS: Expenses(3)(5) 2.06% 2.24% 2.25% 2.26%+ Net investment income (loss) 0.11 (0.40) (0.36) (0.07)+ - ------------------------------------------------------------------------------------------------------------------ PORTFOLIO TURNOVER RATE 22% 20% 42% 26% - ------------------------------------------------------------------------------------------------------------------ (1) PER SHARE AMOUNTS HAVE BEEN CALCULATED USING THE MONTHLY AVERAGE SHARES METHOD. (2) FOR THE PERIOD FEBRUARY 28, 2000 (INCEPTION DATE) TO OCTOBER 31, 2000. (3) THE MANAGER WAIVED ALL OR A PORTION OF ITS FEES AND/OR REIMBURSED EXPENSES FOR THE YEAR ENDED OCTOBER 31, 2001 AND THE PERIOD ENDED OCTOBER 31, 2000. IF SUCH FEES WERE NOT WAIVED AND EXPENSES NOT REIMBURSED, THE PER SHARE DECREASES TO NET INVESTMENT INCOME AND THE ACTUAL EXPENSE RATIOS WOULD HAVE BEEN AS FOLLOWS: Per Share Decreases Expense Ratios Without Fee to Net Investment Income Waivers and Reimbursements ------------------------ --------------------------- 2001 2000 2001 2000 ----- ----- ----- ----- Class A Shares $0.01 $0.00* 1.53% 2.06%+ Class B Shares 0.01 0.05 2.28 2.81+ (4) PERFORMANCE FIGURES MAY REFLECT FEE WAIVERS AND/OR EXPENSE REIMBURSEMENTS. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. IN THE ABSENCE OF FEE WAIVERS AND/OR EXPENSE REIMBURSEMENTS, THE TOTAL RETURN WOULD BE REDUCED. (5) AS A RESULT OF A VOLUNTARY EXPENSE LIMITATION, THE RATIO OF EXPENSES TO AVERAGE NET ASSETS WILL NOT EXCEED 1.50% AND 2.25% FOR CLASS A AND B SHARES, RESPECTIVELY. * AMOUNT REPRESENTS LESS THAN $0.01 PER SHARE. ++ TOTAL RETURN IS NOT ANNUALIZED, AS IT MAY NOT BE REPRESENTATIVE OF THE TOTAL RETURN FOR THE YEAR. + ANNUALIZED. 16 SMITH BARNEY SECTOR SERIES INC. | 2003 Annual Report - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS (CONTINUED) - -------------------------------------------------------------------------------- FOR A SHARE OF EACH CLASS OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH YEAR ENDED OCTOBER 31, UNLESS OTHERWISE NOTED: CLASS L SHARES 2003(1) 2002(1) 2001 2000(2) - -------------------------------------------------------------------------------------------------------------- NET ASSET VALUE, BEGINNING OF YEAR $ 12.24 $ 13.73 $ 15.81 $ 11.40 - -------------------------------------------------------------------------------------------------------------- INCOME (LOSS) FROM OPERATIONS: Net investment gain (loss)(3) 0.01 (0.06) (0.05) (0.01) Net realized and unrealized gain (loss) 2.44 (0.67) (1.55) 4.42 - -------------------------------------------------------------------------------------------------------------- Total Income (Loss) From Operations 2.45 (0.73) (1.60) 4.41 - -------------------------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS FROM: Net investment income -- -- (0.01) -- Net realized gains (0.25) (0.76) (0.47) -- - -------------------------------------------------------------------------------------------------------------- Total Distributions (0.25) (0.76) (0.48) -- - -------------------------------------------------------------------------------------------------------------- NET ASSET VALUE, END OF YEAR $ 14.44 $ 12.24 $ 13.73 $ 15.81 - -------------------------------------------------------------------------------------------------------------- TOTAL RETURN(4) 20.48% (6.02)% (10.55)% 38.68%++ - -------------------------------------------------------------------------------------------------------------- NET ASSETS, END OF YEAR (000s) $20,595 $21,158 $29,187 $30,863 - -------------------------------------------------------------------------------------------------------------- RATIOS TO AVERAGE NET ASSETS: Expenses(3)(5) 2.07% 2.24% 2.25% 2.26%+ Net investment income (loss) 0.11 (0.41) (0.36) (0.08)+ - -------------------------------------------------------------------------------------------------------------- PORTFOLIO TURNOVER RATE 22% 20% 42% 26% - -------------------------------------------------------------------------------------------------------------- (1) PER SHARE AMOUNTS HAVE BEEN CALCULATED USING THE MONTHLY AVERAGE SHARES METHOD. (2) FOR THE PERIOD FEBRUARY 28, 2000 (INCEPTION DATE) TO OCTOBER 31, 2000. (3) THE MANAGER WAIVED ALL OR A PORTION OF ITS FEES AND/OR REIMBURSED EXPENSES FOR THE YEAR ENDED OCTOBER 31, 2001 AND THE PERIOD ENDED OCTOBER 31, 2000. IF SUCH FEES WERE NOT WAIVED AND EXPENSES NOT REIMBURSED, THE PER SHARE INCREASES TO NET INVESTMENT LOSS AND THE ACTUAL EXPENSE RATIOS WOULD HAVE BEEN AS FOLLOWS: Expense Ratios Per Share Increases Without Fee Waivers to Net Investment Loss and Reimbursements --------------------- --------------------- 2001 2000 2001 2000 ----- ----- ----- ----- Class L Shares $0.01 $0.06 2.29% 2.81%+ (4) PERFORMANCE FIGURES MAY REFLECT FEE WAIVERS AND/OR EXPENSE REIMBURSEMENTS. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. IN THE ABSENCE OF FEE WAIVERS AND/OR EXPENSE REIMBURSEMENTS, THE TOTAL RETURN WOULD BE REDUCED. (5) AS A RESULT OF A VOLUNTARY EXPENSE LIMITATION, THE RATIO OF EXPENSES TO AVERAGE NET ASSETS WILL NOT EXCEED 2.25% FOR CLASS L SHARES. ++ TOTAL RETURN IS NOT ANNUALIZED, AS IT MAY NOT BE REPRESENTATIVE OF THE TOTAL RETURN FOR THE YEAR. + ANNUALIZED. - -------------------------------------------------------------------------------- TAX INFORMATION (AUDITED) - -------------------------------------------------------------------------------- For Federal tax purposes the Fund hereby designates for the fiscal year ended October 31, 2003: o A corporate dividends received deduction of 100.00%. o Total long-term capital gain distributions paid of $1,303,811. 17 SMITH BARNEY SECTOR SERIES INC. | 2003 Annual Report - -------------------------------------------------------------------------------- INDEPENDENT AUDITORS' REPORT - -------------------------------------------------------------------------------- TO THE SHAREHOLDERS AND BOARD OF DIRECTORS OF THE SMITH BARNEY SECTOR SERIES INC.: We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Smith Barney Financial Services Fund of Smith Barney Sector Series Inc. ("Fund") as of October 31, 2003, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended and the financial highlights for each of the years in the three-year period then ended and for the period February 28, 2000 (commencement of operations) to October 31, 2000. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2003, by correspondence with the custodian and broker. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Fund as of October 31, 2003, and the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended and the financial highlights for each of the years in the three-year period then ended and for the period February 28, 2000 to October 31, 2000, in conformity with accounting principles generally accepted in the United States of America. /s/ KPMG LLP New York, New York December 10, 2003 18 SMITH BARNEY SECTOR SERIES INC. | 2003 Annual Report - -------------------------------------------------------------------------------- ADDITIONAL INFORMATION (UNAUDITED) - -------------------------------------------------------------------------------- INFORMATION ABOUT DIRECTORS AND OFFICERS The business and affairs of the Smith Barney Financial Services Fund ("Fund") are managed under the direction of the Board of Directors of Smith Barney Sector Series Inc. ("Company"). Information pertaining to the Directors and Officers of the Company is set forth below. The Statement of Additional Information includes additional information about the Directors and is available without charge, upon request by calling the Fund's transfer agent (Citicorp Trust Bank, fsb. at 1-800-451-2010) or the Fund's sub-transfer agent (Primerica Shareholder Services at 1-800-544-5445). NUMBER OF PRINCIPAL PORTFOLIOS IN OTHER POSITION(S) TERM OF OFFICE* OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS HELD AND LENGTH OF DURING PAST OVERSEEN BY HELD BY NAME, ADDRESS AND AGE WITH FUND TIME SERVED FIVE YEARS DIRECTOR DIRECTOR - ----------------------------------------------------------------------------------------------------------------------------------- NON-INTERESTED DIRECTORS: Herbert Barg Director Since Retired 42 None 1460 Drayton Lane 2000 Wynnewood, PA 19096 Age 80 Dwight B. Crane Director Since Professor, Harvard Business 49 None Harvard Business School 2000 School Soldiers Field Morgan Hall #375 Boston, MA 02163 Age 66 Burt N. Dorsett Director Since President-- Dorsett McCabe 27 None 201 East 62nd Street 2000 Capital Management Inc.; New York, NY 10021 Chief Investment Officer of Age 73 Leeb Capital Management, Inc. (1999-Present) Elliot S. Jaffe Director Since Chairman of 27 Zweig Total Return The Dress Barn Inc. 2000 The Dress Barn Inc. Fund; Zweig Fund, Executive Office Inc. 30 Dunnigan Drive Suffern, NY 10901 Age 77 Stephen E. Kaufman Director Since Attorney 56 None Stephen E. Kaufman PC 2000 277 Park Avenue, 47th Floor New York, NY 10172 Age 71 Joseph J. McCann Director Since Retired 27 None 200 Oak Park Place 2000 Suite One Pittsburgh, PA 15243 Age 73 Cornelius C. Rose, Jr. Director Since Chief Executive Officer-- 27 None P.O. Box 5388 2000 Performance Learning West Lebanon, NH 03784 Systems Age 71 19 SMITH BARNEY SECTOR SERIES INC. | 2003 Annual Report - -------------------------------------------------------------------------------- ADDITIONAL INFORMATION (UNAUDITED) (CONTINUED) - -------------------------------------------------------------------------------- NUMBER OF PRINCIPAL PORTFOLIOS IN OTHER POSITION(S) TERM OF OFFICE* OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS HELD AND LENGTH OF DURING PAST OVERSEEN BY HELD BY NAME, ADDRESS AND AGE WITH FUND TIME SERVED FIVE YEARS DIRECTOR DIRECTOR - ----------------------------------------------------------------------------------------------------------------------------------- INTERESTED DIRECTOR: R. Jay Gerken, CFA** Chairman, Since Managing Director of Citigroup 220 None Citigroup Asset Management ("CAM") President and 2002 Global Markets Inc. ("CGM"); 399 Park Avenue, 4th Floor Chief Executive Chairman, President and Chief New York, NY 10022 Officer Executive Officer of Smith Age 52 Barney Fund Management LLC ("SBFM"), Travelers Investment Adviser, Inc. ("TIA") and Citi Fund Management Inc. ("CFM"); President and Chief Executive Officer of certain mutual funds associated with Citigroup Inc. ("Citigroup"); Formerly Portfolio Manager of Smith Barney Allocation Series Inc. (from 1996-2001) and Smith Barney Growth and Income Fund (from 1996-2000) OFFICERS: Andrew B. Shoup*** Senior Vice Since Director of CAM; Senior Vice N/A N/A CAM President and 2003 President and Chief 125 Broad Street, 10th Floor Chief Administrative Officer of mutual New York, NY 10004 Administrative funds associated with Citigroup; Age 47 Officer Head of International Funds Administration of CAM (from 2001 to 2003); Director of Global Funds Administration of CAM (from 2000 to 2001); Head of U.S. Citibank Funds Administration of CAM (from 1998 to 2000) Richard L. Peteka Chief Since Director of CGM; Chief Financial N/A N/A CAM Financial 2002 Officer and Treasurer of certain 125 Broad Street, 11th Floor Officer and mutual funds affiliated with New York, NY 10004 Treasurer Citigroup; Director and Head of Age 42 Internal Control for CAM U.S. Mutual Fund Administration (from 1999-2002); Vice President, Head of Mutual Fund Administration and Treasurer at Oppenheimer Capital (from 1996-1999) Kaprel Ozsolak Controller Since Vice President of CGM; N/A N/A CAM 2002 Controller of certain funds 125 Broad Street, 11th Floor associated with Citigroup New York, NY 10004 Age 38 Robert I. Frenkel Secretary*** Since Managing Director and General N/A N/A CAM and Chief Legal 2003 Counsel of Global Mutual Funds 300 First Stamford Place Officer for CAM and its predecessor 4th Floor (since 1994); Secretary of CFM; Stamford, CT 06902 Secretary and Chief Legal Age 48 Officer of mutual funds associated with Citigroup - ---------- * EACH DIRECTOR AND OFFICER SERVES UNTIL HIS OR HER SUCCESSOR HAS BEEN DULY ELECTED AND QUALIFIED. ** MR. GERKEN IS AN "INTERESTED PERSON" OF THE COMPANY AS DEFINED IN THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, BECAUSE MR. GERKEN IS AN OFFICER OF SBFM AND CERTAIN OF ITS AFFILIATES. *** AS OF NOVEMBER 25, 2003. 20 SMITH BARNEY SECTOR SERIES INC. | 2003 Annual Report - -------------------------------------------------------------------------------- SMITH BARNEY FINANCIAL SERVICES FUND - -------------------------------------------------------------------------------- DIRECTORS INVESTMENT MANAGER Herbert Barg Smith Barney Fund Dwight B. Crane Management LLC Burt N. Dorsett R. Jay Gerken, CFA CHAIRMAN DISTRIBUTORS Elliot S. Jaffe Stephen E. Kaufman Citigroup Global Markets Inc. Joseph J. McCann PFS Distributors, Inc. Cornelius C. Rose, Jr. CUSTODIAN OFFICERS State Street Bank and R. Jay Gerken, CFA Trust Company President and Chief Executive Officer TRANSFER AGENT Andrew B. Shoup* Senior Vice President and Citicorp Trust Bank, fsb. Chief Administrative Officer 125 Broad Street, 11th Floor New York, New York 10004 Richard L. Peteka Chief Financial Officer and Treasurer SUB-TRANSFER AGENTS Kaprel Ozsolak PFPC Inc. Controller P.O. Box 9699 Providence, Rhode Island Robert I. Frenkel 02940-9699 Secretary* and Chief Legal Officer Primerica Shareholder Services P.O. Box 9662 Providence, Rhode Island 02940-9662 * AS OF NOVEMBER 25, 2003. SMITH BARNEY SECTOR SERIES INC. - -------------------------------------------------------------------------------- SMITH BARNEY FINANCIAL SERVICES FUND The Fund is a separate investment fund of the Smith Barney Sector Series Inc., a Maryland corporation. This report is submitted for the general information of the shareholders of Smith Barney Sector Series Inc. -- Smith Barney Financial Services 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 January 31, 2004, this report must be accompanied by performance information for the most recently completed calendar quarter. SMITH BARNEY FINANCIAL SERVICES FUND Smith Barney Mutual Funds 125 Broad Street 10th Floor, MF-2 New York, New York 10004 For complete information on any Smith Barney Mutual Funds, including management fees and expenses, call or write your financial professional for a free prospectus. Read it carefully before you invest or send money. www.smithbarneymutualfunds.com (C)2003 Citigroup Global Markets Inc. Member NASD, SIPC FD02127 12/03 03-5779 ITEM 2. CODE OF ETHICS. The registrant has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. The Board of Directors of the registrant has determined that Dwight Crane, the Chairman of the Board's Audit Committee, possesses the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as an "audit committee financial expert," and has designated Mr. Crane as the Audit Committee's financial expert. Mr. Crane is an "independent" Director pursuant to paragraph (a)(2) of Item 3 to Form N-CSR. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Not applicable. 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. [RESERVED] ITEM 9. CONTROLS AND PROCEDURES. (a) The registrant's principal executive officer and principal financial officer have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the "1940 Act")) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934. (b) There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant's last fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that have materially affected, or are likely to materially affect the registrant's internal control over financial reporting. ITEM 10. EXHIBITS. (a) Code of Ethics attached hereto. Exhibit 99.CODE ETH (b) Attached hereto. Exhibit 99.CERT Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 99.906CERT Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 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, there unto duly authorized. SMITH BARNEY SECTOR SERIES INC. By: /s/ R. Jay Gerken R. Jay Gerken Chief Executive Officer of SMITH BARNEY SECTOR SERIES INC. Date: December 29, 2003 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/ R. Jay Gerken (R. Jay Gerken) Chief Executive Officer of SMITH BARNEY SECTOR SERIES INC. Date: December 29, 2003 By: /s/ Richard L. Peteka (Richard L. Peteka) Chief Financial Officer of SMITH BARNEY SECTOR SERIES INC. Date: December 29, 2003