Item 1. Report to Shareholders T. Rowe Price Corporate Income Fund - -------------------------------------------------------------------------------- May 31, 2004 Certified Annual Report This report is certified under the Sarbanes-Oxley Act of 2002, which requires that public companies, including mutual funds, affirm that the information provided in their annual and semiannual shareholder reports fully and fairly represents their financial position. T. Rowe Price Corporate Income Fund - -------------------------------------------------------------------------------- Certified Annual Report Performance Comparison - -------------------------------------------------------------------------------- This chart shows the value of a hypothetical $10,000 investment in the fund over the past 10 fiscal year periods or since inception (for funds lacking 10-year records). The result is compared with benchmarks, which may include a broad-based market index and a peer group average or index. Market indexes do not include expenses, which are deducted from fund returns as well as mutual fund averages and indexes. [Graphic Omitted] CORPORATE INCOME FUND - -------------------------------------------------------------------------------- As of 5/31/04 Corporate Income Fund $17,278 Lehman Brothers Baa U.S. Credit Index $18,103 Lipper Corporate Debt BBB Funds Average $16,970 Lehman Brothers Lipper Corporate Corporate Baa U.S. Debt BBB Income Credit Index Funds Average Fund 10/31/95 $ 10,000 $ 10,000 $ 10,000 5/96 10,016 10,081 10,009 5/97 10,989 11,097 11,045 5/98 12,346 12,394 12,587 5/99 12,702 12,612 12,435 5/00 12,577 12,511 12,357 5/01 14,344 14,016 14,070 5/02 15,360 14,770 14,983 5/03 17,976 16,683 16,910 5/04 18,103 16,970 17,278 Average Annual Compound Total Return - -------------------------------------------------------------------------------- Since Inception Periods Ended 5/31/04 1 Year 5 Years 10/31/95 - -------------------------------------------------------------------------------- Corporate Income Fund 2.18% 6.80% 6.58% Lehman Brothers Baa U.S. Credit Index 0.71 7.34 7.16 Lipper Corporate Debt BBB Funds Average 0.53 6.17 6.30 Returns do not reflect taxes that the shareholder may pay on fund distributions or the redemption of fund shares. Past performance cannot guarantee future results. T. Rowe Price Corporate Income Fund - -------------------------------------------------------------------------------- Certified Annual Report Dear Shareholder, Your fund generated a positive return of 2.18% during the 12 months ended May 31, 2004, in a difficult environment for higher-quality bonds. It handily out-performed the Lipper Corporate Debt BBB Funds Average of similarly managed funds and the unmanaged Lehman Brothers Baa U.S. Credit Index, as shown in the table on the preceding page. As the economy gathered strength over the past year, inflation fears began to mount, putting pressure on fixed-income securities; the portfolio's relatively short duration aided performance versus its benchmarks. Major Index Returns - -------------------------------------------------------------------------------- 12-Month Period Ended 5/31/04 Return - -------------------------------------------------------------------------------- Lehman Brothers U.S. Treasury Index -2.64% Lehman Brothers U.S. Aggregate Index - 0.44 Lehman Brothers Baa U.S. Credit Index -0.58 Lehman Brothers Mortgage-Backed Securities Index 1.5 CS First Boston High Yield Index 13.25 Sources: Lehman Brothers and First Boston. As you know, the fund seeks to provide high income and some capital growth by investing primarily in corporate bonds and at least 65% of net assets in securities rated AAA, AA, A, or BBB by at least one rating agency. This strategy provides us with some flexibility in pursuing the fund's objective by allowing a portion of fund assets to be invested in lower-quality investment-grade bonds. The Major Index Returns table shows how various quality bonds performed over the fund's fiscal year. High-yield bonds, which tend to act more like equities than bonds in an improving economy, far outpaced higher-quality bonds such as Treasuries and higher-rated corporate securities over the 12-month period. Quality Diversification - -------------------------------------------------------------------------------- A Rated and Above 10% BBB Rated 71% BB Rated 9% B Rated 10% Based on net assets as of 5/31/04. In fact, all fixed-income classes except for mortgage-backed bonds posted negative returns during the fund's fiscal year. Eighty-one percent of portfolio assets were rated BBB or above, and the balance was diversified among BB and B securities, as shown in the Quality Diversification pie chart. Yields rose in general before declining earlier this year, only to spike sharply higher in April as the economy continued to grow and investors focused their attention on the threat of higher inflation in the months ahead. Portfolio Characteristics - -------------------------------------------------------------------------------- Periods Ended 5/31/03 5/31/04 - -------------------------------------------------------------------------------- Price Per Share $ 9.80 $ 9.49 30-Day Standardized Yield to Maturity 4.51% 5.38% Weighted Average Maturity (years) 9.8 10.3 Weighted Average Quality * A- BBB * Based on T. Rowe Price research. The Portfolio Characteristics table shows various portfolio details as of May 31, 2004, compared with one year ago. The weighted average maturity of the portfolio lengthened over the course of the year, while quality of the portfolio's holdings declined slightly from A- to BBB, still within the investment-grade spectrum. Our positioning in lower-quality bonds benefited fund results during the past 12 months as that sector of the market outperformed. We thank you for your continued support. Respectfully, James S. Riepe Chairman June 18, 2004 T. Rowe Price Corporate Income Fund - -------------------------------------------------------------------------------- Certified Annual Report Financial Highlights For a share outstanding throughout each period - -------------------------------------------------------------------------------- Year Ended 5/31/04 5/31/03 5/31/02 5/31/01 5/31/00 NET ASSET VALUE Beginning of period $ 9.80 $ 9.25 $ 9.31 $ 8.80 $ 9.54 Investment activities Net investment income (loss) 0.52*!! 0.57*!! 0.65* 0.67* 0.68* Net realized and unrealized gain (loss) (0.31) 0.56 (0.06) 0.51 (0.74) Total from investment activities 0.21 1.13 0.59 1.18 (0.06) Distributions Net investment income (0.52) (0.58) (0.65) (0.67) (0.68) NET ASSET VALUE End of period $ 9.49 $ 9.80 $ 9.25 $ 9.31 $ 8.80 --------------------------------------------------------- Ratios/Supplemental Data Total return ^ 2.18%*!! 12.86%*!! 6.49%* 13.86%* (0.63%)* Ratio of total expenses to average net assets 0.75%*!! 0.80%*!! 0.80%* 0.80%* 0.80%* Ratio of net investment income (loss) to average net assets 5.39%*!! 6.21%*!! 7.00%* 7.40%* 7.44%* Portfolio turnover rate 82.9% 92.9% 91.1% 98.1% 90.9% Net assets, end of period (in thousands) $ 102,023 $ 111,480 $ 78,341 $ 61,721 $ 43,725 ^ 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. * See Note 4. Excludes expenses in excess of a 0.80% contractual expense limitation in effect through 9/30/05. !! See Note 4. Excludes expenses permanently waived of 0.05% and 0.00% of average net assets for the years ended 5/31/04 and 5/31/03, respectively, related to investments in T. Rowe Price mutual funds. The accompanying notes are an integral part of these financial statements. T. Rowe Price Corporate Income Fund - -------------------------------------------------------------------------------- Certified Annual Report May 31, 2004 PORTFOLIO OF INVESTMENTS (1) $ Par/Shares Value - -------------------------------------------------------------------------------- (Amounts in 000s) CORPORATE BONDS AND NOTES 79.7% Aerospace & Defense 1.2% Boeing, 8.75%, 8/15/21 360 448 Bombardier, 144A, 6.30%, 5/1/14 525 480 Raytheon, 6.00%, 12/15/10 270 282 Airlines 0.6% Qantas Airways, 144A, 5.125%, 6/20/13 300 277 Southwest Airlines, 6.50%, 3/1/12 350 370 647 Automobiles and Related 9.6% DaimlerChrysler, 7.30%, 1/15/12 145 157 Ford Motor, 7.45%, 7/16/31 800 760 Ford Motor Credit 7.00%, 10/1/13 700 703 7.375%, 2/1/11 3,245 3,414 General Motors Acceptance Corp. 6.125%, 8/28/07 2,250 2,350 6.875%, 9/15/11 250 256 GM, 8.375%, 7/15/33 1,450 1,507 Hertz, 4.70%, 10/2/06 100 100 Lear, 8.11%, 5/15/09 475 543 9,790 Banking 3.9% Banknorth Capital Trust I, Series B, 10.52%, 5/1/27 350 422 Capital One Bank 4.875%, 5/15/08 300 304 5.75%, 9/15/10 380 389 6.50%, 6/13/13 250 254 First Tennesse Capital II, Series B, 6.30%, 4/15/34 515 478 Frost National Bank San Antonio, 6.875%, 8/1/11 375 397 Hudson United Bancorp, 8.20%, 9/15/06 285 310 Independence Community Bank, VR, 3.75%, 4/1/14 235 223 MBNA America Bank, 144A, 6.75%, 3/15/08 495 539 Popular North America, 4.25%, 4/1/08 225 226 Suncorp-Metway, 144A, 4.625%, 6/15/13 475 447 3,989 Beverages 0.7% Miller Brewing, 144A, 5.50%, 8/15/13 170 170 Panamerican Beverages, 7.25%, 7/1/09 500 545 715 Broadcasting 3.8% AOL Time Warner, 7.625%, 4/15/31 2,090 2,251 British Sky Broadcasting Group, 7.30%, 10/15/06 200 218 Chancellor Media, 8.00%, 11/1/08 415 471 Time Warner, 6.875%, 6/15/18 750 783 Univision Communications, 2.875%, 10/15/06 155 153 3,876 Building Products 0.5% CRH America, 6.40%, 10/15/33 500 498 498 Cable Operators 3.8% Clear Channel Communications, 7.65%, 9/15/10 630 712 Comcast Corp., 5.85%, 1/15/10 300 312 Comcast Cable Communications 6.75%, 1/30/11 725 782 7.125%, 6/15/13 425 464 Cox Communications, 7.75%, 11/1/10 450 508 Lenfest Communications, 10.50%, 6/15/06 250 284 Rogers Cable, 5.50%, 3/15/14 360 316 Shaw Communications, 144A, 7.40%, 10/17/07 (CAD) 700 536 3,914 Conglomerates 1.1% Loews, 5.25%, 3/15/16 465 428 Tyco International Group 5.80%, 8/1/06 300 314 6.375%, 10/15/11 400 420 1,162 Diversified Chemicals 0.7% Dow Chemical, 6.125%, 2/1/11 725 763 763 Electric Utilities 12.4% Arizona Public Service, 4.65%, 5/15/15 260 237 Black Hills, 6.50%, 5/15/13 525 525 Centerpoint Energy, 5.875%, 6/1/08 785 800 Cleco 7.00%, 5/1/08 375 387 8.75%, 6/1/05 625 651 Cleveland Electric Illuminating, 144A, 5.65%, 12/15/13 200 194 Constellation Energy Group, 4.55%, 6/15/15 250 222 Dominion Resources, Series B, VR, 1.55%, 5/15/06 150 150 Entergy Mississippi, 4.35%, 4/1/08 225 224 Exelon Generation, 144A, 5.35%, 1/15/14 500 484 FirstEnergy, 7.375%, 11/15/31 850 889 Monongahela Power, 5.00%, 10/1/06 490 497 Nevada Power, Series I, 144A, 6.50%, 4/15/12 305 287 PEPCO Holdings, 4.00%, 5/15/10 255 238 PG&E 6.05%, 3/1/34 200 187 VR, 1.81%, 4/3/06 415 416 Progress Energy, 7.10%, 3/1/11 425 467 PSEG Energy Holdings, 8.625%, 2/15/08 955 1,027 PSEG Power, 8.625%, 4/15/31 325 396 Public Service of New Mexico, 4.40%, 9/15/08 490 487 Sempra Energy 6.00%, 2/1/13 335 346 VR, 1.74%, 5/21/08 470 470 Southern California Edison, 4.65%, 4/1/15 700 648 Texas-New Mexico Power, 6.125%, 6/1/08 250 259 TXU Energy, 6.125%, 3/15/08 755 796 Westar Energy, 7.875%, 5/1/07 745 821 XCEL Energy, 7.00%, 12/1/10 490 543 12,648 Electronic Components 0.4% Motorola 7.50%, 5/15/25 185 197 8.00%, 11/1/11 185 211 408 Energy 2.7% El Paso Natural Gas, 7.625%, 8/1/10 250 253 Evergreen Resources, 144A, 5.875%, 3/15/12 200 203 Petroleos de Venezuela (PDVSA) Finance, 6.80%, 11/15/08 405 408 Pioneer Natural Resources, 7.50%, 4/15/12 480 542 Plains All American Pipeline, 7.75%, 10/15/12 290 319 XTO Energy, 6.25%, 4/15/13 290 302 YPF Sociedad Anonima, 10.00%, 11/2/28 625 675 2,702 Entertainment and Leisure 0.3% Royal Caribbean Cruises, 7.25%, 8/15/06 310 327 327 Exploration and Production 2.0% Encana Holdings Finance, 5.80%, 5/1/14 1,080 1,100 Kaneb Pipeline Operations 5.875%, 6/1/13 700 683 7.75%, 2/15/12 250 274 2,057 Finance and Credit 1.3% Colonial Bank, 9.375%, 6/1/11 425 495 FBOP Capital Trust II, 144A, 10.00%, 1/15/09 800 860 1,355 Food Processing 0.3% Kraft Foods, 5.625%, 11/1/11 275 277 277 Food/Tobacco 0.3% Philip Morris 6.375%, 2/1/06 90 92 7.75%, 1/15/27 200 198 290 Gaming 0.7% International Game Technology, 8.375%, 5/15/09 650 747 747 Gas & Gas Transmission 3.6% Buckeye Partners, 6.75%, 8/15/33 500 516 Duke Capital 6.25%, 2/15/13 280 284 6.75%, 7/15/18 - 2/15/32 845 837 Kinder Morgan, 6.50%, 9/1/12 375 397 Panhandle Eastern Pipeline, 4.80%, 8/15/08 235 236 Piedmont Natural Gas, 6.00%, 12/19/33 200 193 Southwest Gas, 8.375%, 2/15/11 225 260 Valero Energy, 4.75%, 4/1/14 1,000 932 3,655 Healthcare Services 0.3% Highmark, 144A, 6.80%, 8/15/13 265 278 278 Insurance 4.0% Ace Capital Trust II, 9.70%, 4/1/30 260 337 Commerce Group, 5.95%, 12/9/13 400 397 Fund American Companies, 5.875%, 5/15/13 50 49 Mangrove Bay Trust, 144A, VR, 6.102%, 7/15/33 400 393 MIC Financing Trust I, 144A, 8.375%, 2/1/27 830 890 Nationwide Mutual Insurance, 144A, 6.60%, 4/15/34 375 356 NLV Financial, 144A, 7.50%, 8/15/33 500 501 Ohio National Financial Services, 144A, 6.35%, 4/1/13 225 228 Principal Mutual Life Insurance, 144A, 8.00%, 3/1/44 200 203 RLI Corporation, 5.95%, 1/15/14 535 520 Security Benefit Life Insurance, 144A, 7.45%, 10/1/33 200 206 4,080 Investment Dealers 0.1% Franklin Resources, 3.70%, 4/15/08 85 83 83 Long Distance 2.7% Sprint Capital 6.875%, 11/15/28 1,255 1,216 7.625%, 1/30/11 1,360 1,510 2,726 Media and Communications 2.1% Belo 7.125%, 6/1/07 110 120 8.00%, 11/1/08 350 400 Liberty Media, VR, 2.61%, 9/17/06 660 672 News America 6.75%, 1/9/38 600 665 7.625%, 11/30/28 225 253 2,110 Metals and Mining 2.1% Falconbridge, 7.35%, 6/5/12 250 275 Massey Energy, 6.625%, 11/15/10 800 800 Phelps Dodge, 8.75%, 6/1/11 150 178 Placer Dome 6.375%, 3/1/33 225 220 6.45%, 10/15/35 400 396 WMC Finance, 5.125%, 5/15/13 250 243 2,112 Miscellaneous Consumer Products 0.6% Bunge Limited Finance, 4.375%, 12/15/08 400 395 Masco, 5.875%, 7/15/12 225 234 629 Oil Field Services 0.6% Halliburton, 144A, VR, 1.92%, 1/26/07 570 570 570 Paper and Paper Products 1.8% Abitibi Consolidated Company of Canada, 6.95%, 12/15/06 160 165 Celulosa Arauco Y Constitucion, 5.125%, 7/9/13 600 560 Domtar, 5.375%, 12/1/13 450 428 SCA Coordination Center, 144A, 4.50%, 7/15/15 300 273 Weyerhaeuser, 7.375%, 3/15/32 400 433 1,859 Petroleum 2.7% Amerada Hess, 7.875%, 10/1/29 1,000 1,072 Devon Financing 6.875%, 9/30/11 500 545 7.875%, 9/30/31 135 155 Kern River Funding, 144A, 4.893%, 4/30/18 359 347 Pemex Finance, 8.02%, 5/15/07 400 431 PF Export Receivables Master Trust, 144A, 6.436%, 6/1/15 194 190 2,740 Real Estate 1.3% Developers Diversified Realty, 3.875%, 1/30/09 280 270 IStar Financial, 144A, 4.875%, 1/15/09 175 166 Reckson Operating Partnership, 5.15%, 1/15/11 300 292 Rouse, 8.43%, 4/27/05 350 368 Simon Property Group, 144A, 3.75%, 1/30/09 200 191 1,287 Retail 0.2% JC Penney, 7.375%, 8/15/08 150 162 162 Satellites 0.2% Echostar DBS, 144A, 5.75%, 10/1/08 250 243 243 Savings and Loan 1.0% Greenpoint Capital Trust I, 9.10%, 6/1/27 375 425 Webster Capital Trust II, Series B, 10.00%, 4/1/27 550 631 1,056 Services 0.8% Oakmont Asset Trust, 144A, 4.514%, 12/22/08 335 328 Waste Management 5.00%, 3/15/14 200 190 7.375%, 5/15/29 250 271 789 Specialty Chemicals 0.2% Chevron Phillips Chemical, 5.375%, 6/15/07 225 235 235 Specialty Retailers 0.8% AutoZone 4.375%, 6/1/13 105 95 4.75%, 11/15/10 205 200 Lowes, 6.50%, 3/15/29 275 287 Office Depot, 6.25%, 8/15/13 205 212 794 Supermarkets 0.2% Kroger, 8.05%, 2/1/10 200 229 229 Telecommunications 1.7% AT&T Corporation, STEP, 8.05%, 11/15/11 280 302 British Telecommunications, VR, 8.375%, 12/15/10 625 732 Telus, 7.50%, 6/1/07 660 722 1,756 Telephones 3.6% Citizens Communications, 9.00%, 8/15/31 540 507 Deutsche Telekom International Finance STEP, 8.25%, 6/15/05 325 344 STEP, 8.50%, 6/15/10 850 1,005 France Telecom, STEP, 8.75%, 3/1/11 1,225 1,421 Telecom Italia Capital, 144A, 5.25%, 11/15/13 405 391 3,668 Transportation (excluding Rail Road) 0.4% Continental Airlines, Series 1999-1, Class A, 6.545%, 2/2/19 464 443 443 Wireless Communications 2.4% America Movil, 144A, 4.125%, 3/1/09 540 510 Rogers Cantel, 9.75%, 6/1/16 1,000 1,150 U.S. Cellular, 6.70%, 12/15/33 295 280 Vodafone Airtouch, 7.75%, 2/15/10 400 458 2,398 Total Corporate Bonds and Notes (Cost $80,593) 81,277 ASSET-BACKED SECURITIES 0.2% Auto-Backed 0.2% SSB Auto Loan Trust, Series 2002-1, Class C, 4.13%, 2/15/09 165 167 Total Asset-Backed Securities (Cost $165) 167 FOREIGN GOVERNMENTS and MUNICIPALITIES (EXCLUDING CANADIAN) 4.8% National Republic of Bulgaria, 8.25%, 1/15/15 150 169 Petroleos Mexicanos, STEP, 6.50%, 2/1/05 750 770 Republic of Chile, 5.50%, 1/15/13 200 201 Russian Federation, STEP, 5.00%, 3/31/30 500 455 United Mexican States 4.625%, 10/8/08 1,000 993 7.50%, 4/8/33 500 488 8.125%, 12/30/19 1,000 1,072 9.875%, 2/1/10 600 729 Total Foreign Governments and Municipalities (Excluding Canadian) (Cost $4,653) 4,877 EQUITY AND CONVERTIBLE SECURITIES 4.3% Bank and Trust 2.3% AmSouth Bancorporation, Common Stock 7 165 Bank of America, Common Stock 3 251 BB&T, Common Stock 5 188 Citizens Banking, Common Stock 5 150 Comerica, Common Stock 3 170 J.P. Morgan Chase, Common Stock 6 202 KeyCorp, Common Stock 6 173 National City, Common Stock 5 160 PNC Financial Services Group, Common Stock 3 166 Regions Financial, Common Stock 4 152 U.S. Bancorp, Common Stock 7 190 Union Planters, Common Stock 6 181 Washington Mutual, Common Stock 4 175 2,323 Building and Real Estate 0.8% CarrAmerica Realty, REIT 5 147 Equity Residential, REIT 5 147 Reckson Associates Realty, Conv. Pfd. Stock, 7.625% 6 153 Vornado Realty Trust, REIT 4 191 Weingarten Realty, REIT 5 163 801 Electric Utilities 0.1% PPL Energy Supply, Conv. Bonds, 2.625%, 5/15/23 110 111 111 Financial Services 0.2% Citigroup, Common Stock 4 186 186 Integrated Petroleum - International 0.4% BP ADR 3 132 ChevronTexaco, Common Stock 2 136 Royal Dutch Petroleum ADS 4 200 468 Media and Communications 0.1% Liberty Media, Conv. Bonds, 4.00%, 11/15/29 100 70 70 Miscellaneous Consumer Products 0.1% UST, Common Stock 2 75 75 Miscellaneous Materials 0.0% Williams Companies, Conv. Pfd. Stock, 9.00% 5 63 63 Real Estate 0.3% Roslyn Real Estate Asset, Preferred Stock, 4.812% 0 307 307 Total Equity and Convertible Securities (Cost $4,109) 4,404 DOMESTIC BOND MUTUAL FUNDS 9.0% T. Rowe Price Institutional High Yield Fund, 8.08% p 866 9,201 Total Domestic Bond Mutual Funds (Cost $9,083) 9,201 MONEY MARKET FUNDS 0.4% T. Rowe Price Reserve Investment Fund, 1.09% # 470 470 Total Money Market Funds (Cost $470) 470 Total Investments in Securities 98.4% of Net Assets (Cost $99,073) $ 100,396 -------------------- (1) Denominated in U.S. dollars unless otherwise noted # Seven-day yield p SEC yield 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 $10,741 and represents 10.5% of net assets ADR American Depository Receipts ADS American Depository Shares CAD Canadian dollar REIT Real Estate Investment Trust STEP Stepped coupon bond for which the coupon rate of interest will adjust on specified future date(s) VR Variable Rate The accompanying notes are an integral part of these financial statements. T. Rowe Price Corporate Income Fund - -------------------------------------------------------------------------------- Certified Annual Report May 31, 2004 Statement of Assets and Liabilities - -------------------------------------------------------------------------------- (In thousands except shares and per share amounts) Assets Investments in securities, at value (cost $99,073) $ 100,396 Other assets 2,393 Total assets 102,789 Liabilities Total liabilities 766 NET ASSETS $ 102,023 -------------------- Net Assets Consist of: Undistributed net investment income (loss) $ 45 Undistributed net realized gain (loss) (4,987) Net unrealized gain (loss) 1,323 Paid-in-capital applicable to 10,755,872 shares of $0.0001 par value capital stock outstanding; 1,000,000,000 shares authorized 105,642 NET ASSETS $ 102,023 -------------------- NET ASSET VALUE PER SHARE $ 9.49 -------------------- The accompanying notes are an integral part of these financial statements. T. Rowe Price Corporate Income Fund - -------------------------------------------------------------------------------- Certified Annual Report Statement of Operations - -------------------------------------------------------------------------------- ($ 000s) Year Ended 5/31/04 Investment Income (Loss) Income Interest $ 5,348 Dividend 971 Total income 6,319 Expenses Investment management 430 Shareholder servicing 181 Custody and accounting 147 Registration 50 Prospectus and shareholder reports 35 Legal and audit 16 Directors 5 Miscellaneous 5 Reductions/repayments pursuant to expense limitation Investment management fees (waived) repaid (97) Total expenses 772 Net investment income (loss) 5,547 Realized and Unrealized Gain (Loss) Net realized gain (loss) Securities 3,472 Capital gain distributions from mutual funds 19 Written options (24) Foreign currency transactions 18 Net realized gain (loss) 3,485 Change in net unrealized gain (loss) Securities (7,487) Written options 13 Other assets and liabilities denominated in foreign currencies (3) Change in net unrealized gain (loss) (7,477) Net realized and unrealized gain (loss) (3,992) INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS $ 1,555 -------------------- The accompanying notes are an integral part of these financial statements. T. Rowe Price Corporate Income Fund - -------------------------------------------------------------------------------- Certified Annual Report Statement of Changes in Net Assets - -------------------------------------------------------------------------------- ($ 000s) Year Ended 5/31/04 5/31/03 Increase (Decrease) in Net Assets Operations Net investment income (loss) $ 5,547 $ 5,366 Net realized gain (loss) 3,485 (2,561) Change in net unrealized gain (loss) (7,477) 8,946 Increase (decrease) in net assets from operations 1,555 11,751 Distributions to shareholders Net investment income (5,545) (5,460) Capital share transactions * Shares sold 51,827 54,659 Distributions reinvested 4,250 3,980 Shares redeemed (61,544) (31,791) Increase (decrease) in net assets from capital share transactions (5,467) 26,848 Net Assets Increase (decrease) during period (9,457) 33,139 Beginning of period 111,480 78,341 End of period $ 102,023 $ 111,480 ------------------------------------ (Including undistributed net investment income of $45 at 5/31/04 and $40 at 5/31/03) *Share information Shares sold 5,345 5,959 Distributions reinvested 441 435 Shares redeemed (6,401) (3,496) Increase (decrease) in shares outstanding (615) 2,898 The accompanying notes are an integral part of these financial statements. T. Rowe Price Corporate Income Fund - -------------------------------------------------------------------------------- Certified Annual Report May 31, 2004 Notes to Financial Statements - -------------------------------------------------------------------------------- NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES T. Rowe Price Corporate Income Fund, Inc. (the fund) is registered under the Investment Company Act of 1940 (the 1940 Act) as a diversified, open-end management investment company and commenced operations on October 31, 1995. The fund seeks to provide high income and some capital growth. 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. Debt securities are generally traded in the over-the-counter market. Securities with original maturities of one year or more are valued at prices furnished by dealers who make markets in such securities or by an independent pricing service, which considers yield or price of bonds of comparable quality, coupon, maturity, and type, as well as prices quoted by dealers who make markets in such securities. Securities with original maturities of less than one year are stated at fair value, which is determined by using a matrix system that establishes a value for each security based on bid-side money market yields. Equity securities listed or regularly traded on a securities exchange or in the over-the-counter market are valued at the last quoted sale price or, for certain markets, the official closing 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 bid and asked prices for domestic securities and the last 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. Purchased and written options are valued at the mean of the closing bid and asked prices. 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. Credits The fund earns credits on temporarily uninvested cash balances at the custodian that reduce the fund's custody charges. Custody expense in the accompanying financial statements is presented before reduction for credits. Investment Transactions, Investment Income, and Distributions Income and expenses are recorded on the accrual basis. Premiums and discounts on debt securities are amortized for financial reporting purposes. Dividends received from mutual fund investments are reflected as dividend income; capital gain distributions are reflected as realized gain/loss. Dividend income and capital gain distributions are recorded on the ex-dividend date. Investment transactions are accounted for on the trade date. Realized gains and losses are reported on the identified cost basis. Distributions to shareholders are recorded on the ex-dividend date. Income distributions are declared on a daily basis and paid monthly. 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. Noninvestment-Grade Debt Securities At May 31, 2004, approximately 17% of the fund's net assets were invested, directly and through its investment in the T. Rowe Price Institutional High Yield Fund, in noninvestment-grade debt securities, commonly referred to as "high-yield" or "junk" bonds. A real or perceived economic downturn or higher interest rates could adversely affect the liquidity or value, or both, of such securities because such events could lessen the ability of issuers to make principal and interest payments. Options Call and put options give the holder the right to purchase or sell, respectively, a security at a specified price on a certain date. Risks arise from possible illiquidity of the options market and from movements in security values. Transactions in options written and related premiums received during the year ended May 31, 2004, were as follows: Number of Contracts Premiums Outstanding at beginning of period 32 $ 29,000 Closed (32) (29,000) Outstanding at end of period -- $ -- ------------------------ Other Purchases and sales of portfolio securities, other than short-term securities, aggregated $83,920,000 and $89,164,000, respectively, for the year ended May 31, 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 significantly in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. Distributions during the year ended May 31, 2004 totaled $5,545,000 and were characterized as ordinary income. At May 31, 2004, the tax-basis components of net assets were as follows: Unrealized appreciation $ 2,721,000 Unrealized depreciation (1,398,000) Net unrealized appreciation (depreciation) 1,323,000 Undistributed ordinary income 590,000 Capital loss carryforwards (5,532,000) Paid-in capital 105,642,000 Net assets $ 102,023,000 -------------------- The fund intends to retain realized gains to the extent of available capital loss carryforwards for federal income tax purposes. During the fiscal year ended May 31, 2004, the fund utilized $2,832,000 of capital loss carryforwards. As of May 31, 2004, the fund had $904,000 of capital loss carryforwards that expire in fiscal 2008, $1,962,000 that expire in fiscal 2009, and $2,666,000 that expire in fiscal 2011. For the year ended May 31, 2004, the fund recorded the following permanent reclassifications to reflect tax character. Reclassifications to paid-in capital relate primarily to a tax practice that treats a portion of the proceeds from each redemption of capital shares as a distribution of taxable net investment income and/or realized capital gain. Results of operations and net assets were not affected by these reclassifications. Undistributed net investment income $ 3,000 Undistributed net realized gain (833,000) Paid-in capital 830,000 At May 31, 2004, the cost of investments for federal income tax purposes was $99,073,000. NOTE 4 - RELATED PARTY TRANSACTIONS The fund is managed by T. Rowe Price Associates, Inc. (the manager or Price Associates), a wholly owned subsidiary of T. Rowe Price Group, Inc. The investment management agreement between the fund and the manager provides for an annual investment management fee, which is computed daily and paid monthly. The fee consists of an individual fund fee, equal to 0.15% of the fund's average daily net assets, and the fund's pro-rata share of a group fee. The group fee is calculated based on the combined net assets of certain mutual funds sponsored by Price Associates (the group) applied to a graduated fee schedule, with rates ranging from 0.48% for the first $1 billion of assets to 0.295% for assets in excess of $120 billion. The fund's portion of the group fee is determined by the ratio of its average daily net assets to those of the group. At May 31, 2004, the effective annual group fee rate was 0.32%, and investment management fee payable totaled $32,000. The fund is also subject to a contractual expense limitation through September 30, 2005. During the limitation period, the manager is required to waive its management fee and reimburse the fund for any expenses, excluding interest, taxes, brokerage commissions, and extraordinary expenses, that would otherwise cause the fund's ratio of total expenses to average net assets (expense ratio) to exceed its expense limitation of 0.80%. Through September 30, 2007, the fund is required to repay the manager for expenses previously reimbursed and management fees waived to the extent its net assets have grown or expenses have declined sufficiently to allow repayment without causing the fund's expense ratio to exceed its expense limitation. Pursuant to this agreement, at May 31, 2004, management fees waived remain subject to repayment by the fund in the following amounts: $213,000 through May 31, 2005 and $97,000 through September 30, 2007. In addition, the fund has entered into service agreements with Price Associates and two wholly owned subsidiaries of Price Associates (collectively, Price). Price Associates computes the daily share price and maintains the financial records of the fund. T. Rowe Price Services, Inc., provides shareholder and administrative services in its capacity as the fund's transfer and dividend disbursing agent. T. Rowe Price Retirement Plan Services, Inc., provides subaccounting and recordkeeping services for certain retirement accounts invested in the fund. Expenses incurred pursuant to these service agreements totaled $234,000 for the year ended May 31, 2004, of which $22,000 was payable at period-end. 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 year ended May 31, 2004, dividend income from the Reserve Funds totaled $13,000. The fund may invest in the T. Rowe Price Institutional High Yield Fund, Inc. (High Yield Fund), an open-end management investment company managed by Price Associates, as a means of gaining efficient and cost-effective exposure to the high-yield bond markets. The High Yield Fund pays an annual all-inclusive management and administrative fee to Price Associates equal to 0.50% of average daily net assets. Because the Corporate Income Fund pays an investment management fee to Price Associates and also indirectly bears its proportionate share of the fee paid by High Yield Fund, Price Associates has agreed to permanently reduce its management fee charged to the Corporate Income Fund in the amount of the fund's pro rata share of the High Yield Fund's fee. Pursuant to this agreement, the fund's management fee was reduced by $51,000 during the year ended May 31, 2004. At May 31, 2004, the fund held approximately 1.28% of the High Yield Fund's outstanding shares and, during the year then ended, recorded dividend income from the High Yield Fund in the amount of $838,000 and capital gain distributions of $19,000. T. Rowe Price Corporate Income Fund - -------------------------------------------------------------------------------- Certified Annual Report Report of Independent Registered Public Accounting Firm - -------------------------------------------------------------------------------- To the Board of Directors and Shareholders of T. Rowe Price Corporate Income Fund, Inc. In our opinion, the accompanying statement of assets and liabilities, including the portfolio of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of T. Rowe Price Corporate Income Fund (the "Fund") at May 31, 2004, the results of its operations, the changes in its net assets and the financial highlights for each of the fiscal periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States), which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at May 31, 2004 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP Baltimore, Maryland June 22, 2004 T. Rowe Price Corporate Income Fund - -------------------------------------------------------------------------------- Tax Information (Unaudited) for the Tax Year Ended 5/31/04 - -------------------------------------------------------------------------------- We are providing this information as required by the Internal Revenue Code. The amounts shown may differ from those elsewhere in this report because of differences between tax and financial reporting requirements. The fund's distributions to shareholders included $830,000 from short-term capital gains. For taxable non-corporate shareholders, $69,000 of the fund's income represents qualified dividend income subject to the 15% rate category. For corporate shareholders, $66,000 of the fund's income qualifies for the dividends-received deduction. Information on Proxy Voting - -------------------------------------------------------------------------------- A description of the policies and procedures that the T. Rowe Price Corporate Income Fund uses to determine how to vote proxies relating to portfolio securities is available, without charge, upon request by calling 1-800-225-5132. It also appears in the fund's Statement of Additional Information (Form 485B), which can be found on the SEC's Web site, www.sec.gov. T. Rowe Price Corporate Income Fund - -------------------------------------------------------------------------------- About the Fund's Directors and Officers Your fund is governed by a Board of Directors that meets regularly to review investments, performance, expenses, and other business matters, and is responsible for protecting the interests of shareholders. The majority of the fund's directors are independent of T. Rowe Price Associates, Inc. (T. Rowe Price); "inside" directors are officers of T. Rowe Price. The Board of Directors elects the fund's officers, who are listed in the final table. The business address of each director and officer is 100 East Pratt Street, Baltimore, MD 21202. The Statement of Additional Information includes additional information about the fund directors and is available without charge by calling a T. Rowe Price representative at 1-800-225-5132. Independent Directors Name (Year of Birth) Year Elected* Principal Occupation(s) During Past 5 Years and Directorships of Other Public Companies Anthony W. Deering (1945) 1995 Director, Chairman of the Board, and Chief Executive Officer, The Rouse Company, real estate developers; Director, Mercantile Bank (4/03 to present) Donald W. Dick, Jr. (1943) 2001 Principal, EuroCapital Advisors, LLC, an acquisition and management advisory firm David K. Fagin (1938) 2001 Director, Golden Star Resources Ltd., Canyon Resources Corp. (5/00 to present), and Pacific Rim Mining Corp. (2/02 to present); Chairman and President, Nye Corp. Karen N. Horn (1943) 2003 Managing Director and President, Global Private Client Services, Marsh Inc. (1999-2003); Managing Director and Head of International Private Banking, Bankers Trust (1996-1999); Director, Eli Lilly and Company and Georgia Pacific F. Pierce Linaweaver (1934) 1995 President, F. Pierce Linaweaver & Associates, Inc., consulting environmental and civil engineers John G. Schreiber (1946) 1995 Owner/President, Centaur Capital Partners, Inc., a real estate investment company; Partner, Blackstone Real Estate Advisors, L.P.; Director, AMLI Residential Properties Trust and The Rouse Company, real estate developers * Each independent director oversees 111 T. Rowe Price portfolios and serves until retirement, resignation, or election of a successor. Inside Directors Name (Year of Birth) Year Elected* [Number of T. Rowe Price Portfolios Overseen] Principal Occupation(s) During Past 5 Years and Directorships of Other Public Companies Mary J. Miller, CFA (1955) 2004 [37] Vice President, T. Rowe Price and T. Rowe Price Group, Inc. James S. Riepe (1943) 1995 [111] Director and Vice President, T. Rowe Price; Vice Chairman of the Board, Director, and Vice President, T. Rowe Price Group, Inc.; Chairman of the Board and Director, T. Rowe Price Global Asset Management Limited, T. Rowe Price Global Investment Services Limited, T. Rowe Price Investment Services, Inc., T. Rowe Price Retirement Plan Services, Inc., and T. Rowe Price Services, Inc.; Chairman of the Board, Director, President, and Trust Officer, T. Rowe Price Trust Company; Director, T. Rowe Price International, Inc.; Director, The Nasdaq Stock Market, Inc. * Each inside director serves until retirement, resignation, or election of a successor. Officers Name (Year of Birth) Title and Fund(s) Served Principal Occupation(s) Stephen V. Booth, CPA (1961) Vice President, Corporate Income Fund Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company Steven G. Brooks, CFA (1954) Vice President, Corporate Income Fund Vice President, T. Rowe Price and T. Rowe Price Group, Inc. Jennifer A. Callaghan (1969) Vice President, Corporate Income Fund Assistant Vice President, T. Rowe Price Joseph A. Carrier (1960) Treasurer, Corporate Income Fund Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price Investment Services, Inc., and T. Rowe Price Trust Company Patrick S. Cassidy, CFA (1964) Vice President, Corporate Income Fund Vice President, T. Rowe Price and T. Rowe Price Group, Inc. Roger L. Fiery III, CPA (1959) Vice President, Corporate Income Fund Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price International, Inc., and T. Rowe Price Trust Company Unless otherwise noted, officers have been employees of T. Rowe Price or T. Rowe Price International for at least five years. Officers (continued) Name (Year of Birth) Title and Fund(s) Served Principal Occupation(s) Mark S. Finn, CPA, CFA (1963) Vice President, Corporate Income Fund Vice President, T. Rowe Price and T. Rowe Price Group, Inc. Gregory S. Golczewski (1966) Vice President, Corporate Income Fund Vice President, T. Rowe Price and T. Rowe Price Trust Company Henry H. Hopkins (1942) Vice President, Corporate Income Fund Director and Vice President, T. Rowe Price Investment Services, Inc., T. Rowe Price Services, Inc., and T. Rowe Price Trust Company; Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price International, Inc., and T. Rowe Price Retirement Plan Services, Inc. Patricia B. Lippert (1953) Secretary, Corporate Income Fund Assistant Vice President, T. Rowe Price and T. Rowe Price Investment Services, Inc. Vernon A. Reid, Jr. (1954) Vice President, Corporate Income Fund Vice President, T. Rowe Price and T. Rowe Price Group, Inc. Robert M. Rubino, CPA (1953) Vice President, Corporate Income Fund Vice President, T. Rowe Price and T. Rowe Price Group, Inc. David A. Tiberii, CFA (1965) President, Corporate Income Fund Vice President, T. Rowe Price and T. Rowe Price Group, Inc. Mark J. Vaselkiv (1958) Executive Vice President, Corporate Income Fund Vice President, T. Rowe Price and T. Rowe Price Group, Inc. Thea N. Williams (1961) Vice President, Corporate Income Fund Vice President, T. Rowe Price and T. Rowe Price Group, Inc. Unless otherwise noted, officers have been employees of T. Rowe Price or T. Rowe Price International for at least five years. Item 2. Code of Ethics. As of the end of the period covered by this report, the registrant has adopted a code of ethics, as defined in Item 2 of Form N-CSR, applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of this code of ethics is filed as an exhibit to this Form N-CSR. No substantive amendments were approved or waivers were granted to this code of ethics during the period covered by this report. Item 3. Audit Committee Financial Expert. The registrant's Board of Directors/Trustees has determined that Mr. David K. Fagin qualifies as an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mr. Fagin is considered independent for purposes of Item 3 of Form N-CSR. Item 4. Principal Accountant Fees and Services. (a) - (d) Aggregate fees billed to the registrant for the last two fiscal years for professional services rendered by the registrant's principal accountant were as follows: 2004 2003 Audit Fees $7,523 $8,017 Audit-Related Fees 685 -- Tax Fees 2,079 2,159 All Other Fees 124 -- Audit fees include amounts related to the audit of the registrant's annual financial statements and services normally provided by the accountant in connection with statutory and regulatory filings. Audit-related fees include amounts reasonably related to the performance of the audit of the registrant's financial statements, specifically the issuance of a report on internal controls. Tax fees include amounts related to tax compliance, tax planning, and tax advice. Other fees include the registrant's pro-rata share of amounts for agreed-upon procedures in conjunction with service contract approvals by the registrant's Board of Directors/Trustees. (e)(1) The registrant's audit committee has adopted a policy whereby audit and non-audit services performed by the registrant's principal accountant for the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant require pre-approval in advance at regularly scheduled audit committee meetings. If such a service is required between regularly scheduled audit committee meetings, pre-approval may be authorized by one audit committee member with ratification at the next scheduled audit committee meeting. Waiver of pre-approval for audit or non-audit services requiring fees of a de minimis amount is not permitted. (2) No services included in (b) - (d) above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. (f) Less than 50 percent of the hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant's full-time, permanent employees. (g) The aggregate fees billed for the most recent fiscal year and the preceding fiscal year by the registrant's principal accountant for non-audit services rendered to the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant were $819,000 and $671,000 respectively, and were less than the aggregate fees billed for those same periods by the registrant's principal accountant for audit services rendered to the T. Rowe Price Funds. (h) All non-audit services rendered in (g) above were pre-approved by the registrant's audit committee. Accordingly, these services were considered by the registrant's audit committee in maintaining the principal accountant's independence. Item 5. Audit Committee of Listed Registrants. Not applicable. Item 6. 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 attached. (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 Corporate Income Fund, Inc. By /s/ James S. Riepe James S. Riepe Principal Executive Officer Date July 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 July 16, 2004 By /s/ Joseph A. Carrier Joseph A. Carrier Principal Financial Officer Date July 16, 2004