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 811-8092
Salomon Brothers Worldwide Income Fund 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.
Salomon Brothers Asset Management Inc
300 First Stamford Place
Stamford, CT 06902
(Name and address of agent for service)
Registrant's telephone number, including area code: (800) 725-6666
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.
SALOMON BROTHERS WORLDWIDE INCOME FUND INC.
LETTER FROM THE CHAIRMAN
[R. JAY GERKEN PHOTO]
R. JAY GERKEN, CFA
Chairman
DEAR SHAREHOLDER,
I am pleased to report that the Salomon Brothers Worldwide Income Fund Inc.
performed well during the year ended October 31, 2003. The fund outperformed the
J.P. Morgan Emerging Markets Bond Index Plus ("EMBI+"),(i) which returned 31.19%
for the 12 months, based both on the fund's 53.18% market price total return and
on its 48.36% net asset value ("NAV")(ii) total return. The fund also
outperformed its Lipper peer group of closed-end emerging markets debt funds,
which returned 42.17% over the same period.(iii) Please note that Lipper peer
group performance is based on each fund's NAV.
During the 12 months ended October 31, 2003, the Salomon Brothers Worldwide
Income Fund Inc. distributed dividends to shareholders totaling $1.46 per share.
The table below shows the annualized distribution yields and 12-month total
returns based on the fund's October 31, 2003 NAV per share and its New York
Stock Exchange ("NYSE") closing price. PAST PERFORMANCE IS NOT INDICATIVE OF
FUTURE RESULTS.
<Table>
<Caption>
FUND PERFORMANCE AS OF OCTOBER 31, 2003
- ----------------------------------------------------------------------------------------------
ANNUALIZED 12-MONTH
PRICE PER SHARE DISTRIBUTION YIELD TOTAL RETURN
- -------------------------------------------------------- ------------------ ------------
$15.04 (NAV) 9.47% 48.36%
$16.00 (NYSE) 8.91% 53.18%
Total returns are based on changes in NAV or the market price, respectively. Total return
assumes the reinvestment of all dividends and/or capital gains distributions in additional
shares. Annualized distribution yield is the fund's current monthly income dividend rate,
annualized and then divided by the NAV or the market price noted in this report. The
annualized distribution yield assumes a current monthly income dividend rate of $0.11875 for
12 months. This rate is as of October 31, 2003 and is subject to change.
</Table>
FACTORS INFLUENCING FUND PERFORMANCE
Sovereign debt securities markets rallied(iv) over the fund's fiscal year
driven, in part, by an influx of new cash invested in these markets during the
period. Investor demand was triggered by an improvement in fundamentals within
specific emerging market countries and investors' appetite for higher-yielding
international investment alternatives.
Given that the performance of sovereign debt securities is heavily correlated to
the credit strength of the countries issuing the bonds, certain Latin American
markets performed particularly well as investors greeted political and economic
reform programs introduced by newly elected leaders in those countries. Since
Latin American markets constitute a large component of the EMBI+, the index's
strong performance was influenced by the rally in those
SALOMON BROTHERS WORLDWIDE INCOME FUND INC.
markets. While emerging markets fluctuated when U.S. Treasury bond prices
retreated sending their yields sharply higher during the summer, the rally in
sovereign debt markets resumed during the final quarter of the reporting period.
When all was said and done, the individual markets of all countries reflected in
the EMBI+ generated positive total returns for the period as a whole.
The performance of your fund benefited from the portfolio managers' barbell
investment approach of overweighting more stable credits, such as those of
Panama and Bulgaria, with selective overweight positions in more
credit-sensitive issuers, such as Ecuador, Brazil and Colombia. The fund's
overweight position in Brazilian debt during the period was a major contributor
to the fund's performance. However, the sell-off in the U.S. Treasury market
detracted from its performance.
In today's low interest rate environment, higher-yielding bonds trading in
emerging markets may seem appealing. Remember, however, that these bonds carry
more credit risk than investment-grade issues. These additional risks are
reasons why it is critical to perform a thorough analysis before carefully
choosing these bonds and, in our opinion, this is all the more reason why
investing in emerging markets with a professional fund manager is a more prudent
strategy than buying these bonds directly. Fund managers may provide the
diversification and thorough credit analysis that is an important part of
managing risk.
As always, thank you for your continued confidence in our stewardship of your
assets.
Sincerely,
/s/ R. JAY GERKEN
R. Jay Gerken, CFA
Chairman
November 18, 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 3 through 6 for a list and percentage breakdown of
the fund's holdings.
(i)
The EMBI+ is a total return index that tracks the traded market for U.S.
dollar-denominated Brady and other similar sovereign restructured bonds traded
in the emerging markets. Please note that an investor cannot invest directly
in an index.
(ii)
NAV is a price that reflects the value of the fund's underlying portfolio plus
other assets, less the fund's liabilities. However, the price at which an
investor may buy or sell shares of the fund is at the fund's market price as
determined by supply of and demand for the fund's shares.
(iii)
Lipper Inc. is a major independent mutual-fund tracking organization. Returns
are based on the 12-month period ended October 31, 2003, calculated among 12
funds in the fund's Lipper peer group including the reinvestment of dividends
and capital gains.
(iv)
PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS. Foreign securities are
subject to certain risks of overseas investing including currency fluctuations
and changes in political and economic conditions, which could result in
significant market fluctuations. These risks are magnified in emerging or
developing markets. High-yield bonds are subject to additional risks such as
the increased risk of default because of the lower credit quality of the
issues.
SALOMON BROTHERS WORLDWIDE INCOME FUND INC.
SCHEDULE OF INVESTMENTS
October 31, 2003
<Table>
<Caption>
FACE
AMOUNT SECURITY(A) VALUE
- ----------------------------------------------------------------------------------------------
SOVEREIGN BONDS -- 89.0%
ARGENTINA -- 0.2%
$ 1,703,000 Republic of Argentina, Series E, zero coupon due
10/15/03+............................................... $ 425,750
------------
BRAZIL -- 25.2%
Federal Republic of Brazil:
1,225,000 11.250% due 7/26/07..................................... 1,361,281
6,530,000 11.500% due 3/12/08..................................... 7,280,950
1,025,000 8.875% due 4/15/24...................................... 875,094
1,275,000 10.125% due 5/15/27..................................... 1,201,687
19,813,387 C Bond, 8.000% due 4/15/14 (b).......................... 18,556,525
DCB, Series L:
29,475,000 Bearer, 2.0625% due 4/15/12 (c)....................... 24,943,219
1,225,000 Registered, 2.0625% due 4/15/12 (c)................... 1,036,656
3,807,692 FLIRB, 2.000% due 4/15/09 (c)........................... 3,445,962
419 MYDFA, 2.000% due 9/15/07 (c)........................... 390
4,561,914 NMB, Series L, 2.0625% due 4/15/09 (c).................. 4,191,258
------------
62,893,022
------------
BULGARIA -- 4.7%
Republic of Bulgaria:
1,900,000 8.250% due 1/15/15...................................... 2,170,750
3,164,037 Discount Bond, Series A, 1.9375% due 7/28/24 (c)........ 3,132,397
6,650,000 IAB, 1.9375% due 7/28/11 (c)............................ 6,496,219
------------
11,799,366
------------
CHILE -- 2.3%
5,000,000 Republic of Chile, 7.125% due 1/11/12..................... 5,699,970
------------
COLOMBIA -- 4.6%
Republic of Colombia:
1,950,000 7.625% due 2/15/07...................................... 2,025,562
3,000,000 8.625% due 4/1/08....................................... 3,162,000
25,000 9.750% due 4/23/09...................................... 27,125
2,150,000 9.750% (putable 4/25/05) due 4/23/09 (d)................ 2,332,750
800,000 10.000% due 1/23/12..................................... 842,800
1,875,000 10.750% due 1/15/13..................................... 2,054,531
1,000,000 8.700% due 2/15/16...................................... 940,000
------------
11,384,768
------------
COSTA RICA -- 2.8%
Republic of Costa Rica:
500,000 6.914% due 1/31/08 (e).................................. 541,250
5,000,000 8.110% due 2/1/12....................................... 5,450,000
850,000 9.995% due 8/1/20 (e)................................... 1,011,500
------------
7,002,750
------------
</Table>
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SEE NOTES TO FINANCIAL STATEMENTS.
PAGE 3
SCHEDULE OF INVESTMENTS (continued)
October 31, 2003
SALOMON BROTHERS WORLDWIDE INCOME FUND INC.
<Table>
<Caption>
FACE
AMOUNT SECURITY(A) VALUE
- ----------------------------------------------------------------------------------------------
CROATIA -- 0.0%
$ 10,818 Republic of Croatia, Series A, 2.000% due 7/31/10 (c)..... $ 10,818
------------
ECUADOR -- 3.5%
9,750,000 Republic of Ecuador, 12.000% due 11/15/12................. 8,726,250
------------
EL SALVADOR -- 2.9%
Republic of El Salvador:
4,500,000 9.500% due 8/15/06...................................... 5,096,250
925,000 7.750% due 1/24/23...................................... 959,687
1,125,000 8.250% due 4/10/32...................................... 1,082,812
------------
7,138,749
------------
MEXICO -- 10.2%
United Mexican States:
7,925,000 11.375% due 9/15/16..................................... 11,194,063
10,025,000 8.125% due 12/30/19..................................... 11,127,750
2,775,000 8.300% due 8/15/31...................................... 3,091,350
------------
25,413,163
------------
PANAMA -- 4.8%
Republic of Panama:
1,350,000 9.625% due 2/8/11....................................... 1,562,625
4,975,000 9.375% due 1/16/23...................................... 5,422,750
3,925,000 8.875% due 9/30/27...................................... 4,116,344
1,018,500 IRB, 1.9375% due 7/17/14 (c)............................ 967,575
------------
12,069,294
------------
PERU -- 4.4%
Republic of Peru:
4,275,000 9.125% due 2/21/12...................................... 4,793,344
2,675,000 9.875% due 2/6/15....................................... 3,136,438
3,149,000 PDI Bond, 5.000% due 3/7/17 (c)......................... 2,960,060
------------
10,889,842
------------
PHILIPPINES -- 4.8%
Republic of the Philippines:
500,000 8.375% due 3/12/09...................................... 522,500
875,000 9.000% due 2/15/13...................................... 913,237
1,125,000 9.375% due 1/18/17...................................... 1,197,394
50,000 9.875% due 1/15/19...................................... 52,062
1,068,000 9.500% due 10/21/24..................................... 1,188,150
2,425,000 10.625% due 3/16/25..................................... 2,634,156
4,420,000 DCB, Series 92-B, 2.0625% due 12/1/09 (c)............... 4,044,300
1,666,667 FLIRB, Series B, 2.0625% due 6/1/08 (c)................. 1,562,500
------------
12,114,299
------------
</Table>
- --------------------------------------------------------------------------------
SEE NOTES TO FINANCIAL STATEMENTS.
PAGE 4
SCHEDULE OF INVESTMENTS (continued)
October 31, 2003
SALOMON BROTHERS WORLDWIDE INCOME FUND INC.
<Table>
<Caption>
FACE
AMOUNT SECURITY(A) VALUE
- ----------------------------------------------------------------------------------------------
RUSSIA -- 14.9%
Russian Government:
$10,875,000 10.000% due 6/26/07..................................... $ 12,846,094
10,590,000 11.000% due 7/24/18..................................... 14,190,600
10,875,000 5.000% due 3/31/30 (c).................................. 10,171,551
------------
37,208,245
------------
TURKEY -- 3.5%
Republic of Turkey:
6,840,000 12.375% due 6/15/09..................................... 8,481,600
200,000 11.000% due 1/14/13..................................... 234,875
------------
8,716,475
------------
VENEZUELA -- 0.2%
475,000 Republic of Venezuela, Series A, 6.750% due 3/31/20....... 412,062
------------
TOTAL SOVEREIGN BONDS (Cost -- $202,292,511).............. 221,904,823
------------
LOAN PARTICIPATIONS (C)(F) -- 4.3%
MOROCCO -- 4.3%
Kingdom of Morocco:
11,027,143 Tranche A, 2.03125% due 1/2/09 (CS First Boston Corp.,
J.P. Morgan Chase & Co. and UBS Financial Services
Inc.)................................................. 10,696,329
49,013 Tranche B, 2.03125% due 1/2/04 (Morgan Stanley)......... 47,053
------------
TOTAL LOAN PARTICIPATIONS (Cost -- $10,326,110)........... 10,743,382
------------
CORPORATE BONDS -- 4.6%
MEXICO -- 4.6%
PEMEX, Project Funding Master Trust:
1,075,000 6.125% due 8/15/08...................................... 1,135,200
8,000,000 9.125% due 10/13/10..................................... 9,450,000
250,000.... 8.000% due 11/15/11......................................... 277,500
650,000.... 7.375% due 12/15/14......................................... 685,750
------------
TOTAL CORPORATE BONDS (Cost -- $10,502,681)............... 11,548,450
------------
</Table>
- --------------------------------------------------------------------------------
SEE NOTES TO FINANCIAL STATEMENTS.
PAGE 5
SCHEDULE OF INVESTMENTS (continued)
October 31, 2003
SALOMON BROTHERS WORLDWIDE INCOME FUND INC.
<Table>
<Caption>
WARRANTS/
RIGHTS SECURITY(A) VALUE
- ----------------------------------------------------------------------------------------------
WARRANTS AND RIGHTS (g)(h) -- 0.0%
2,000 (Warrants) Asia Pulp & Paper (Exercise price of $7.8375 per share
expiring on 3/15/05. Each warrant exercisable for 12.914
shares of common stock) (e)............................. $ 0
76,755 (Rights) Venezuela Discount Rights................................. 0
------------
TOTAL WARRANTS AND RIGHTS (Cost -- $0).................... 0
------------
<Caption>
FACE
AMOUNT
- -----------
REPURCHASE AGREEMENTS -- 2.1%
$ 4,838,000 Merrill Lynch, Pierce, Fenner & Smith Inc., 0.990% due
11/3/03; Proceeds at maturity -- $4,838,399; (Fully
collateralized by various U.S. Treasury Notes and Bonds,
3.000% to 6.250% due 7/15/12 to 5/15/30; Market
value -- $4,934,851).................................... 4,838,000
446,000 UBS Financial Services Inc., 0.980% due 11/3/03; Proceeds
at maturity -- $446,036; (Fully collateralized by U.S.
Treasury Bonds, 13.250% due 5/15/14; Market
value -- $446,000)...................................... 446,000
------------
TOTAL REPURCHASE AGREEMENTS (Cost -- $5,284,000).......... 5,284,000
------------
TOTAL INVESTMENTS -- 100.0% (Cost -- $228,405,302*)....... $249,480,655
============
</Table>
- ------------------
+ Security is currently in default.
(a) All securities, except for those that are on loan, are segregated as
collateral pursuant to a revolving credit facility.
(b) All or a portion of this security is on loan (See Note 8).
(c) Rate shown reflects current rate on variable rate instruments or instruments
with step coupon rates.
(d) If notes are not put on 4/25/05, issue will be funded with Republic of
Colombia, 9.750% due 4/23/09.
(e) Security is exempt from registration under Rule 144A of the Securities Act
of 1933. This security may be resold in transactions that are exempt from
registration, normally to qualified institutional buyers.
(f) Participation interests were acquired through the financial institutions
indicated parenthetically.
(g) Non-income producing security.
(h) Securities valued in accordance with fair valuation procedures.
* Aggregate cost for Federal income tax purposes is $228,966,514.
Abbreviations used in this schedule:
C Bond -- Capitalization Bond
DCB -- Debt Conversion Bond
FLIRB -- Front Loaded Interest Reduction Bond
IAB -- Interest-in-Arrears Bond
IRB -- Interest Reduction Bond
MYDFA -- Multi-Year Depository Facility Agreement
NMB -- New Money Bond
PDI -- Past Due Interest
- --------------------------------------------------------------------------------
SEE NOTES TO FINANCIAL STATEMENTS.
PAGE 6
SALOMON BROTHERS WORLDWIDE INCOME FUND INC.
LOANED SECURITIES COLLATERAL
October 31, 2003
<Table>
<Caption>
FACE
AMOUNT SECURITY VALUE
- ---------------------------------------------------------------------------------------------
$10,874,061 State Street Navigator Securities Lending Trust Prime
Portfolio
(Cost -- $10,874,061)................................... $10,874,061
===========
</Table>
- --------------------------------------------------------------------------------
SEE NOTES TO FINANCIAL STATEMENTS.
PAGE 7
SALOMON BROTHERS WORLDWIDE INCOME FUND INC.
STATEMENT OF ASSETS AND LIABILITIES
October 31, 2003
<Table>
ASSETS:
Investments, at value (Cost -- $228,405,302).............. $249,480,655
Loaned securities collateral, at value
(Cost -- $10,874,061) (Note 8).......................... 10,874,061
Foreign currency, at value (Cost -- $6,349)............... 8,521
Cash...................................................... 661
Interest receivable....................................... 3,625,472
Receivable for securities sold............................ 1,769,502
Prepaid expenses.......................................... 6,011
------------
TOTAL ASSETS.............................................. 265,764,883
------------
LIABILITIES:
Loan payable (Note 4)..................................... 60,000,000
Payable for loaned securities collateral (Note 8)......... 10,874,061
Investment advisory fee payable........................... 148,065
Loan interest payable (Note 4)............................ 110,095
Administration fee payable................................ 24,678
Accrued expenses.......................................... 271,090
------------
TOTAL LIABILITIES......................................... 71,427,989
------------
TOTAL NET ASSETS............................................ $194,336,894
============
NET ASSETS:
Common stock ($0.001 par value, authorized 100,000,000
shares; 12,918,512 shares outstanding).................. $ 12,919
Additional paid-in capital................................ 179,831,611
Undistributed net investment income....................... 330,093
Accumulated net realized loss from investment
transactions............................................ (6,915,254)
Net unrealized appreciation of investments and foreign
currencies.............................................. 21,077,525
------------
TOTAL NET ASSETS............................................ $194,336,894
============
NET ASSET VALUE, PER SHARE ($194,336,894 / 12,918,512 shares
outstanding).............................................. $15.04
============
</Table>
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SEE NOTES TO FINANCIAL STATEMENTS.
PAGE 8
SALOMON BROTHERS WORLDWIDE INCOME FUND INC.
STATEMENT OF OPERATIONS
For the Year Ended October 31, 2003
<Table>
INCOME:
Interest.................................................. $22,724,175
-----------
EXPENSES:
Investment advisory fee (Note 2).......................... 1,589,768
Interest expense (Note 4)................................. 1,430,186
Administration fee (Note 2)............................... 264,961
Audit and legal........................................... 117,985
Custody................................................... 74,159
Shareholder communications................................ 65,205
Directors' fees........................................... 48,667
Loan fees................................................. 43,895
Shareholder servicing fees................................ 33,697
Registration fees......................................... 32,538
Insurance................................................. 4,920
Other..................................................... 18,445
-----------
TOTAL EXPENSES............................................ 3,724,426
-----------
NET INVESTMENT INCOME....................................... 18,999,749
-----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
AND FOREIGN CURRENCIES (NOTE 3):
Realized Gain (Loss) From:
Investment transactions................................. 8,194,404
Foreign currency transactions........................... (45,076)
-----------
NET REALIZED GAIN......................................... 8,149,328
-----------
Change in Net Unrealized Appreciation From:
Investments............................................. 39,984,162
Foreign currencies...................................... 51,689
-----------
INCREASE IN NET UNREALIZED APPRECIATION................... 40,035,851
-----------
NET GAIN ON INVESTMENTS AND FOREIGN CURRENCIES.............. 48,185,179
-----------
INCREASE IN NET ASSETS FROM OPERATIONS...................... $67,184,928
===========
</Table>
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SEE NOTES TO FINANCIAL STATEMENTS.
PAGE 9
SALOMON BROTHERS WORLDWIDE INCOME FUND INC.
STATEMENTS OF CHANGES IN NET ASSETS
For the Years Ended October 31,
<Table>
<Caption>
2003 2002
- ------------------------------------------------------------------------------------------
OPERATIONS:
Net investment income..................................... $ 18,999,749 $ 20,184,659
Net realized gain (loss).................................. 8,149,328 (2,052,236)
Increase (decrease) in net unrealized appreciation........ 40,035,851 (10,894,458)
------------ ------------
INCREASE IN NET ASSETS FROM OPERATIONS.................... 67,184,928 7,237,965
------------ ------------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income..................................... (18,873,675) (19,412,575)
------------ ------------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO
SHAREHOLDERS............................................ (18,873,675) (19,412,575)
------------ ------------
FUND SHARE TRANSACTIONS:
Proceeds from shares issued in reinvestment of dividends
(50,367 and 64,091 shares issued, respectively)......... 695,931 803,128
------------ ------------
INCREASE IN NET ASSETS FROM FUND SHARE TRANSACTIONS....... 695,931 803,128
------------ ------------
INCREASE (DECREASE) IN NET ASSETS........................... 49,007,184 (11,371,482)
NET ASSETS:
Beginning of year......................................... 145,329,710 156,701,192
------------ ------------
END OF YEAR*.............................................. $194,336,894 $145,329,710
============ ============
* Includes undistributed net investment income of:.......... $330,093 $141,993
============ ============
</Table>
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SEE NOTES TO FINANCIAL STATEMENTS.
PAGE 10
SALOMON BROTHERS WORLDWIDE INCOME FUND INC.
STATEMENT OF CASH FLOWS
For the Year Ended October 31, 2003
<Table>
CASH FLOWS PROVIDED (USED) BY OPERATING AND INVESTING
ACTIVITIES:
Interest received......................................... $ 18,731,900
Operating expenses paid................................... (2,170,819)
Net sales of short-term investments....................... 2,398,000
Realized loss on foreign currency transactions............ (45,076)
Unrealized appreciation on other assets and liabilities
denominated in foreign currencies....................... 51,689
Net purchases of long-term investments.................... (238,254,549)
Proceeds from disposition of long-term investments........ 238,908,222
Interest paid on bank loans............................... (1,466,650)
-------------
NET CASH PROVIDED BY OPERATING AND INVESTING ACTIVITIES... 18,152,717
-------------
CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES:
Cash dividends paid on Common Stock....................... (18,873,675)
Proceeds from reinvestment of dividends................... 695,931
-------------
NET CASH USED BY FINANCING ACTIVITIES..................... (18,177,744)
-------------
NET DECREASE IN CASH........................................ (25,027)
Cash, Beginning of year..................................... 34,209
-------------
CASH, END OF YEAR........................................... $ 9,182
=============
RECONCILIATION OF INCREASE IN NET ASSETS FROM OPERATIONS TO
NET CASH FLOWS PROVIDED (USED) BY OPERATING AND INVESTING
ACTIVITIES:
INCREASE IN NET ASSETS FROM OPERATIONS.................... $ 67,184,928
-------------
Accretion of discount on investments...................... (4,976,647)
Amortization of premium on investments.................... 599,108
Increase in investments, at value......................... (56,328,884)
Decrease in receivable for investments sold............... 11,201,990
Decrease in interest receivable........................... 385,265
Decrease in prepaid expenses.............................. 810
Decrease in interest payable on loan...................... (36,464)
Increase in accrued expenses.............................. 122,611
-------------
TOTAL ADJUSTMENTS......................................... (49,032,211)
-------------
NET CASH FLOWS PROVIDED BY OPERATING AND INVESTING
ACTIVITIES................................................ $ 18,152,717
=============
</Table>
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SEE NOTES TO FINANCIAL STATEMENTS.
PAGE 11
SALOMON BROTHERS WORLDWIDE INCOME FUND INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
The Salomon Brothers Worldwide Income Fund Inc. ("Fund") was incorporated in
Maryland on October 21, 1993 and is registered under the Investment Company Act
of 1940, as amended, as a non-diversified, closed-end management investment
company. The Fund seeks to maintain a high level of current income by investing
primarily in a portfolio of high-yield foreign sovereign debt securities and
high-yield non-U.S. and U.S. corporate debt securities. As a secondary
objective, the Fund seeks capital appreciation.
The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. The
policies are in conformity with accounting principles generally accepted in the
United States of America ("GAAP"). The preparation of financial statements in
accordance with GAAP requires management to make estimates and assumptions that
affect the reported amounts and disclosures in the financial statements. Actual
results could differ from those estimates.
(a) SECURITIES VALUATION. In valuing the Fund's assets, all securities for
which market quotations are readily available are valued (except as described
below) (i) at the last sales price prior to the time of determination if there
was a sales price on the date of determination, (ii) at the mean between the
last current bid and asked prices if there was no sales price on such date and
bid and asked quotations are available and (iii) at the bid price if there was
no sales price on such date and only bid quotations are available. Publicly
traded sovereign bonds are typically traded internationally in the
over-the-counter market and are valued at the mean between the last current bid
and asked price as of the close of business of that market. However, where the
spread between bid and asked price exceeds five percent of the par value of the
security, the security is valued at the bid price. Securities may be valued by
independent pricing services which use prices provided by market-makers or
estimates of market values obtained from yield data relating to instruments or
securities with similar characteristics. Short-term investments having a
maturity of 60 days or less are valued at amortized cost which approximates
market value. Securities for which reliable quotations are not readily available
are valued at fair value as determined in good faith by, or under procedures
established by the Board of Directors.
(b) REPURCHASE AGREEMENTS. When entering into repurchase agreements, it is the
Fund's policy that the custodian takes possession of the underlying collateral
securities, the value of which at least equals the principal amount of the
repurchase transaction, including accrued interest. To the extent that any
repurchase transaction exceeds one business day, the value of the collateral is
marked-to-market to ensure the adequacy of the collateral. If the seller
defaults and the value of the collateral declines or if bankruptcy proceedings
are commenced with respect to the seller of the security, realization of the
collateral by the Fund may be delayed or limited.
PAGE 12
NOTES TO FINANCIAL STATEMENTS (continued)
SALOMON BROTHERS WORLDWIDE INCOME FUND INC.
(c) FOREIGN CURRENCY TRANSLATION. The books and records of the Fund are
maintained in U.S. dollars. Foreign currency amounts are translated into U.S.
dollars on the following basis:
(i) market value of investment securities, other assets and liabilities -- at
the 12:00 noon rate of exchange reported by Reuters;
(ii) purchases and sales of investment securities, income and expenses -- at
the rate of exchange prevailing on the respective dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates
and market values at the close of the period, the Fund does not isolate that
portion of the results of operations arising as a result of changes in the
foreign exchange rates from the fluctuations arising from changes in the market
prices of securities held at the end of the period. Similarly, the Fund does not
isolate the effect of changes in foreign exchange rates from the fluctuations
arising from changes in the market prices of portfolio securities sold during
the period.
Net realized gains on foreign currency transactions represent net foreign
exchange gains from disposition of foreign currency, gains or losses realized
between the trade and settlement dates on security transactions, and the
difference between amounts of interest recorded on the Fund's books and the U.S.
dollar equivalent amounts actually received. Net currency gains and losses from
valuing foreign currency denominated assets, except portfolio securities, and
liabilities at period end exchange rates are reflected as a component of net
unrealized appreciation/depreciation on investments and foreign currency
translation.
(d) FORWARD CURRENCY CONTRACTS. A forward currency contract ("forward
contract") is a commitment to purchase or sell a foreign currency at a future
date at a negotiated forward rate. The contracts are valued on each valuation
date at current exchange rates and any unrealized gain or loss is included in
net unrealized appreciation or depreciation on investments and foreign
currencies. The Fund records realized gains or losses on delivery of the
currency or at the time the forward contract is extinguished (compensated) by
entering into a closing transaction prior to delivery. This gain or loss, if
any, is included in net realized gain (loss) on foreign currency transactions.
(e) OPTION CONTRACTS. When the Fund writes or purchases a call or a put
option, an amount equal to the premium received or paid by the Fund is recorded
as a liability or asset, the value of which is marked-to-market to reflect the
current market value of the option. When the option expires, the Fund realizes a
gain or loss equal to the amount of the premium received or paid. When the Fund
enters into a closing transaction by purchasing or selling an offsetting option,
it realizes a gain or loss without regard to any unrealized gain or loss on the
underlying security. When a written call option is exercised, the Fund realizes
a gain or loss from the sale of the underlying security and the proceeds from
such sale are increased by the
PAGE 13
NOTES TO FINANCIAL STATEMENTS (continued)
SALOMON BROTHERS WORLDWIDE INCOME FUND INC.
premium originally received on the option. If a written put option is exercised,
the amount of the premium received reduces the cost of the security that the
Fund purchased upon exercise of the option.
(f) CASH FLOW INFORMATION. The Fund invests in securities and distributes
dividends and distributions from net investment income and from net realized
gains which are paid in cash and may be reinvested at the discretion of
shareholders. These activities are reported in the statement of changes in net
assets and additional information on cash receipts and cash payments is
presented in the statement of cash flows.
(g) SECURITIES TRANSACTIONS AND INVESTMENT INCOME. Securities transactions are
recorded on the trade date. Realized gains and losses are calculated on the
identified cost basis. Interest income is recorded on the accrual basis and the
Fund accretes discount and amortizes premium on securities purchased using the
effective interest method.
(h) FEDERAL INCOME TAXES. It is the Fund's intention to continue to meet the
requirements of the Internal Revenue Code applicable to regulated investment
companies and to distribute substantially all of its taxable income and capital
gains, if any, to shareholders. Therefore, no federal income tax or excise tax
provision is required.
(i) DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS. The Fund declares and pays
dividends monthly from net investment income. Net long-term capital gains, if
any, in excess of loss carryforwards will be distributed annually. Dividends are
recorded on the ex-dividend date. Income distributions and capital gain
distributions are determined in accordance with federal income tax regulations
which may differ from GAAP. These "book/tax" differences are either considered
temporary or permanent in nature. To the extent these differences are permanent
in nature, such amounts are reclassified within the capital accounts based on
their federal tax basis treatment; temporary differences do not require
reclassifications. Dividends and distributions which exceed net investment
income and net realized capital gains for tax purposes are reported as
distributions in excess of net investment income and distributions in excess of
net realized capital gains.
(j) YEAR END TAX RECLASSIFICATIONS. The character of income and gains to be
distributed is determined in accordance with income tax regulations which may
differ from GAAP. At October 31, 2003, reclassifications were made to the
capital accounts of the Fund to reflect permanent book/tax differences and
income and gains available for distributions under income tax regulations. Net
investment income, net realized loss and net assets were not affected by this
change.
PAGE 14
NOTES TO FINANCIAL STATEMENTS (continued)
SALOMON BROTHERS WORLDWIDE INCOME FUND INC.
NOTE 2. INVESTMENT ADVISORY AND ADMINISTRATION FEES AND OTHER TRANSACTIONS
The Fund has an Investment Advisory Agreement with Salomon Brothers Asset
Management Inc ("Adviser"), an indirect wholly-owned subsidiary of Citigroup
Inc. ("Citigroup"). The Adviser is responsible for the day to day management of
the Fund's portfolio in accordance with the Fund's investment objectives and
policies and for making decisions to buy, sell, or hold particular securities.
The Fund pays the Adviser a monthly fee for its investment advisory services at
an annual rate of 0.90% of the value of the Fund's average weekly net assets.
The Adviser also serves as Administrator to the Fund and Prudential Investments
Fund Management, Inc. serves as Sub-administrator. The Administrator and
Sub-administrator perform certain administrative services necessary for the
operation of the Fund. Under the terms of the Administration Agreement, the Fund
pays the Administrator a monthly fee at an annual rate of 0.15% of the value of
the Fund's average weekly net assets up to $250 million and 0.125% of the value
of such net assets in excess of $250 million for its services, out of which the
Administrator pays the Sub-administrator 80% of such fees collected for its
services.
Certain officers and/or directors of the Fund are also officers and/or directors
of the Adviser.
The Fund pays each Director not affiliated with the Adviser a fee of $5,000 per
year, a fee of $700 for attendance at each in-person meeting, a fee of $100 for
participation in each telephonic meeting and reimbursement for travel and
out-of-pocket expenses for each board and committee meeting attended.
NOTE 3. PORTFOLIO ACTIVITY
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:
<Table>
Purchases................................................... $238,254,549
============
Sales....................................................... $227,706,232
============
</Table>
At October 31, 2003, the aggregate gross unrealized appreciation and
depreciation of investments for Federal income tax purposes were as follows:
<Table>
Gross unrealized appreciation............................... $21,751,019
Gross unrealized depreciation............................... (1,236,878)
-----------
Net unrealized appreciation................................. $20,514,141
===========
</Table>
PAGE 15
NOTES TO FINANCIAL STATEMENTS (continued)
SALOMON BROTHERS WORLDWIDE INCOME FUND INC.
NOTE 4. BANK LOAN
At October 31, 2003, the Fund had a $66,000,000 loan available pursuant to a
revolving credit and security agreement, of which the Fund had $60,000,000
outstanding with CXC, LLC, an affiliate of Citigroup, a commercial paper conduit
issuer for which Citicorp North America, Inc. an affiliate of the Adviser, acts
as administrative agent. The loans generally bear interest at a variable rate
based on the weighted average interest rates of the underlying commercial paper
or LIBOR, plus any applicable margin. Securities held by the Fund are subject to
a lien, granted to the lenders, to the extent of the borrowing outstanding and
any additional expenses. For the year ended October 31, 2003, the Fund paid
interest expense of $1,466,650.
NOTE 5. LOAN PARTICIPATIONS
The Fund invests in U.S. dollar-denominated fixed and floating rate loans
("Loans") arranged through private negotiations between a foreign sovereign
entity and one or more financial institutions ("Lenders"). The Fund invests in
such Loans in the form of participations in Loans ("Participations") or
assignments of all or a portion of loans from third parties ("Assignments").
Participations typically result in the Fund having a contractual relationship
only with the Lender, not with the sovereign borrower. The Fund has the right to
receive payments of principal, interest and any fees to which it is entitled
only from the Lender selling the Participation and only upon receipt by the
Lender of the payments from the borrower.
In connection with purchasing Participations, the Fund generally has no right to
enforce compliance by the borrower with the terms of the loan agreements
relating to the loan, nor any rights of set-off against the borrower, and the
Fund will not benefit directly from any collateral supporting the Loan in which
it has purchased the Participation. As a result, the Fund assumes the credit
risk of both the borrower and the Lender that is selling the Participation. In
the event of the insolvency of the Lender selling the Participation, the Fund
may be treated as a general creditor of the Lender and may not benefit from any
set-off between the Lender and the borrower. The Fund may have difficulty
disposing of Participations and Assignments because the market for such
instruments is not highly liquid.
At October 31, 2003, the Fund held loan participations with a total cost of
$10,326,110.
NOTE 6. CREDIT RISK
The yields of emerging market debt obligations and high-yield corporate debt
obligations reflect, among other things, perceived credit risk. The Fund's
investment in securities rated below investment grade typically involves risks
not associated with higher rated securities
PAGE 16
NOTES TO FINANCIAL STATEMENTS (continued)
SALOMON BROTHERS WORLDWIDE INCOME FUND INC.
including, among others, overall greater risk of timely and ultimate payment of
interest and principal, greater market price volatility and less liquid
secondary market trading. The consequences of political, social, economic or
diplomatic changes may have disruptive effects on the market prices of
investments held by the Fund. At October 31, 2003, the Fund had a concentration
of credit risk in sovereign debt of emerging market countries.
NOTE 7. FOREIGN SECURITIES
Investing in securities of foreign companies and foreign governments involves
special risks and considerations not typically associated with investing in U.S.
companies and the U.S. government. These risks include revaluation of currencies
and future adverse political and economic developments. Moreover, securities of
many foreign companies and foreign governments and their markets may be less
liquid and their prices more volatile than those of securities of comparable
U.S. companies and the U.S. government.
NOTE 8. LENDING OF PORTFOLIO SECURITIES
The Fund has an agreement with its custodian whereby the custodian may lend
securities owned by the Fund to brokers, dealers and other financial
organizations. Fees earned by the Fund on securities lending are recorded in
interest income. Loans of securities by the Fund are collateralized by cash,
U.S. government securities or high quality money market instruments that are
maintained at all times in an amount at least equal to the current market value
of the securities loaned, plus a margin which may vary depending on the type of
securities loaned. The Fund maintains exposure for the risk of any losses in the
investment of amounts received as collateral.
At October 31, 2003, the Fund loaned securities having a market value of
$8,699,455. The Fund received cash collateral amounting to $10,874,061 which was
invested in the State Street Navigator Securities Lending Trust Prime Portfolio.
Income earned by the Fund from securities lending for the year ended October 31,
2003 was $3,281.
NOTE 9. DIVIDENDS SUBSEQUENT TO OCTOBER 31, 2003
On July 18, 2003, the Board of Directors declared a dividend from net investment
income in the amount of $0.11875 per share, payable on November 28, 2003 to
shareholders of record on November 18, 2003.
PAGE 17
NOTES TO FINANCIAL STATEMENTS (continued)
SALOMON BROTHERS WORLDWIDE INCOME FUND INC.
On October 24, 2003, the Board of Directors declared three dividends from net
investment income, each in the amount of $0.11875 per share, payable on December
26, 2003, January 30, 2004 and February 27, 2004 to shareholders of record on
December 16, 2003, January 13, 2004 and February 18, 2004, respectively.
NOTE 10. CAPITAL LOSS CARRYFORWARD
At October 31, 2003, the Fund had, for Federal income tax purposes,
approximately $6,915,000 of capital loss carryforwards available to offset
future capital gains. 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. The amount and year of expiration for each carryforward loss is
indicated below. Expiration occurs on October 31 of the year indicated:
<Table>
<Caption>
2007 2010
---------- ----------
Carryforward Amounts........................................ $4,355,000 $2,560,000
</Table>
NOTE 11. INCOME TAX INFORMATION AND DISTRIBUTIONS TO SHAREHOLDERS
At October 31, 2003, the tax basis components of distributable earnings were:
<Table>
Undistributed ordinary income............................... $ 891,305
===========
Accumulated capital losses.................................. $(6,915,254)
===========
Unrealized appreciation..................................... $20,516,313
===========
</Table>
The difference between book basis and tax basis unrealized appreciation and
depreciation is attributable primarily to the treatment of accretion of
discounts and amortization of premiums.
The tax character of distributions paid during the year ended October 31, 2003
was:
<Table>
Ordinary income............................................. $18,873,675
===========
</Table>
NOTE 12. 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
PAGE 18
NOTES TO FINANCIAL STATEMENTS (continued)
SALOMON BROTHERS WORLDWIDE INCOME FUND INC.
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. The Fund did not implement the
contractual arrangement described above and therefore will not receive any
portion of the payment. 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.
The Fund's transfer agent is American Stock Transfer & Trust Company, which is
not affiliated with CAM or PFPC Inc.
PAGE 19
SALOMON BROTHERS WORLDWIDE INCOME FUND INC.
FINANCIAL HIGHLIGHTS
Data for a share of common stock outstanding throughout each year ended October
31, unless otherwise noted:
<Table>
<Caption>
2003(1) 2002(1) 2001 2000 1999
- ----------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF YEAR................ $11.29 $12.24 $12.96 $11.77 $ 9.70
------- -------- -------- -------- --------
INCOME (LOSS) FROM OPERATIONS:
Net investment income(2)........................ 1.47 1.57 1.57 1.78 1.74
Net realized and unrealized gain (loss)(2)...... 3.74 (1.01) (0.52) 1.08 2.15
------- -------- -------- -------- --------
Total Income From Operations...................... 5.21 0.56 1.05 2.86 3.89
------- -------- -------- -------- --------
LESS DISTRIBUTIONS FROM:
Net investment income........................... (1.46) (1.51) (1.77) (1.67) (1.82)
------- -------- -------- -------- --------
Total Distributions............................... (1.46) (1.51) (1.77) (1.67) (1.82)
------- -------- -------- -------- --------
NET ASSET VALUE, END OF YEAR...................... $15.04 $11.29 $12.24 $12.96 $11.77
======= ======== ======== ======== ========
MARKET PRICE, END OF YEAR......................... $16.00 $11.60 $13.00 $11.50 $11.0625
======= ======== ======== ======== ========
TOTAL RETURN(3)................................... 53.18% 0.61% 30.15% 20.06% 20.49%
RATIOS TO AVERAGE NET ASSETS:
Total expenses, including interest expense...... 2.11% 2.67% 4.04% 4.34% 4.22%
Total expenses, excluding interest expense
(operating expenses).......................... 1.30% 1.46% 1.32% 1.24% 1.36%
Net investment income(2)........................ 10.77% 12.91% 12.13% 13.65% 16.06%
SUPPLEMENTAL DATA:
Net assets, end of year (000's)................. $194,337 $145,330 $156,701 $165,459 $150,184
Average net assets (000's)...................... $176,471 $156,343 $163,117 $165,290 $137,389
Portfolio turnover rate......................... 100% 143% 192% 119% 80%
Asset coverage for loan outstanding............. 424% 342% 361% 376% 350%
Weighted average bank loan (000's).............. $60,000 $60,000 $60,000 $60,000 $60,000
Weighted average interest rate on bank loan..... 2.38% 3.10% 7.29% 8.44% 6.45%
</Table>
- --------------------------------------------------------------------------------
<Table>
(1) Per share amounts have been calculated using the monthly
average shares method.
(2) Effective November 1, 2001, the Fund adopted a change in the
accounting method that requires the Fund to amortize
premiums and accrete all discounts. Without the adoption of
this change, for the year ended October 31, 2002, net
investment income, net realized and unrealized loss and the
ratio of net investment income to average net assets would
have been $1.58, $1.02 and 12.97%, respectively. Per share
information, ratios and supplemental data for the periods
prior to November 1, 2001 have not been restated to reflect
this change in presentation.
(3) Total investment return is calculated assuming a purchase of
common stock at the current market price on the first day
and a sale at the current market price on the last day of
each period reported. For purposes of this calculation,
dividends and distributions are assumed to be reinvested at
prices obtained under the Fund's dividend reinvestment plan
and the broker commissions paid to purchase or sell a share
is excluded.
</Table>
PAGE 20
SALOMON BROTHERS WORLDWIDE INCOME FUND INC.
REPORT OF INDEPENDENT AUDITORS
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF
SALOMON BROTHERS WORLDWIDE INCOME FUND INC.
In our opinion, the accompanying statement of assets and liabilities, including
the statement of investments, and the related statements of operations, of cash
flows and of changes in net assets and the financial highlights present fairly,
in all material respects, the financial position of Salomon Brothers Worldwide
Income Fund Inc. ("Fund") at October 31, 2003, the results of its operations and
its cash flows for the year then ended, the changes in its net assets for each
of the two years in the period then ended and the financial highlights for each
of the five years in the period then ended, in conformity with accounting
principles generally accepted in the United States of America. These financial
statements and financial highlights (hereafter referred to as "financial
statements") are the responsibility of the Fund's management; our responsibility
is to express an opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance with auditing
standards generally accepted in the United States of America, which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits, which included confirmation
of securities at October 31, 2003 by correspondence with the custodian and
brokers, provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
New York, New York
December 19, 2003
PAGE 21
SALOMON BROTHERS WORLDWIDE INCOME FUND INC.
ADDITIONAL INFORMATION (unaudited)
On August 1, 2003, the Board of Directors ("Board") of the Fund elected William
R. Hutchinson a Class III Director of the Fund. The Board also appointed Mr.
Hutchinson a member of the Fund's Nominating Committee and chair of the Fund's
Audit Committee.
ADDITIONAL INFORMATION ABOUT YOUR FUND (unaudited)
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 Fund has been informed that 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.
PAGE 22
SALOMON BROTHERS WORLDWIDE INCOME FUND INC.
ADDITIONAL INFORMATION (unaudited) (continued)
INFORMATION ABOUT DIRECTORS AND OFFICERS
The business and affairs of Salomon Brothers Worldwide Income Fund Inc. ("Fund")
are managed under the direction of the Board of Directors. Information
pertaining to the Directors and Officers of the Fund is set forth below:
<Table>
<Caption>
NUMBER OF
PORTFOLIOS IN
FUND COMPLEX
TERM OF PRINCIPAL OVERSEEN BY
POSITION(S) OFFICE(1) AND OCCUPATION(S) DIRECTOR OTHER
HELD WITH LENGTH OF DURING PAST (INCLUDING DIRECTORSHIPS
NAME, ADDRESS AND AGE FUND(1) TIME SERVED FIVE YEARS THE FUND) HELD BY DIRECTOR
- ----------------------------------------------------------------------------------------------------------------------------
NON-INTERESTED DIRECTORS:
Carol L. Colman Director and Since President, Colman 32 None
Colman Consulting Co. Member of the 2002 Consulting Co.
278 Hawley Road Nominating and
North Salem, NY 10560 Audit Committees,
Age 57 Class II
Daniel P. Cronin Director and Since Associate General 29 None
Pfizer Inc. Member of the 1993 Counsel, Pfizer
235 East 42nd Street Nominating and Inc.
New York, NY 10017 Audit Committees,
Age 57 Class III
Leslie H. Gelb Director and Since President, Emeritus 31 Two registered
The Council on Member of the 2001 and Senior investment companies
Foreign Relations Nominating and Board Fellow, advised by Advantage
58 East 68th Street Audit Committees, the Council on Advisers, Inc.
New York, NY 10021 Class I Foreign Relations; ("Advantage")
Age 66 formerly,
Columnist, Deputy
Editorial
Page Editor and
Editor, Op-Ed Page,
The New York Times
William R. Hutchinson Director and Since 2003 President, W. R. 39 Associated Bank and
535 N. Michigan Member of the Hutchinson & Associated Banc-
Suite 1012 Nominating and Associates Inc.; Corp
Chicago, IL 60611 Audit Committees, formerly Group Vice
Age 60 Class III President, Mergers
and Acquisitions,
BP Amoco
Riordan Roett Director and Since Professor and 31 The Latin American
The Johns Hopkins University Member of the 1995 Director, Latin Equity Fund, Inc.
1710 Massachusetts Ave., NW Nominating and American Studies
Washington, DC 20036 Audit Committees, Program, Paul H.
Age 64 Class III Nitze
School of Advanced
International
Studies, The Johns
Hopkins University
Jeswald W. Salacuse Director and Since Henry J. Braker 31 Two registered
Tufts University, The Member of the 1993 Professor of investment companies
Fletcher School of Nominating and Commercial Law and advised by Advantage
Law & Diplomacy Audit Committees, formerly Dean, The
160 Packard Avenue Class I Fletcher School of
Medford, MA 02155 Law & Diplomacy,
Age 65 Tufts University
</Table>
PAGE 23
ADDITIONAL INFORMATION (unaudited) (continued)
SALOMON BROTHERS WORLDWIDE INCOME FUND INC.
<Table>
<Caption>
NUMBER OF
PORTFOLIOS IN
FUND COMPLEX
TERM OF PRINCIPAL OVERSEEN BY
POSITION(S) OFFICE(1) AND OCCUPATION(S) DIRECTOR OTHER
HELD WITH LENGTH OF DURING PAST (INCLUDING DIRECTORSHIPS
NAME, ADDRESS AND AGE FUND(1) TIME SERVED FIVE YEARS THE FUND) HELD BY DIRECTOR
- ----------------------------------------------------------------------------------------------------------------------------
INTERESTED DIRECTOR:
R. Jay Gerken, CFA(2) Director and Since Managing Director 220 None
Citigroup Asset Management Chairman, Class 2002 of Citigroup Global
("CAM") II Markets Inc.
399 Park Avenue, 4th Floor ("CGM"); Chairman,
New York, NY 10022 President and Chief
Age 52 Executive Officer
of Smith 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:
Peter J. Wilby, CFA President Since Managing Director N/A N/A
CAM 2002 of CGM and Salomon
399 Park Avenue, 4th Floor Brothers Asset
New York, NY 10022 Executive Vice 1993- Management Inc
Age 44 President 2002 ("SBAM")
Andrew B. Shoup(3) Senior Vice Since 2003 Director of CAM; N/A N/A
CAM President and Senior Vice
125 Broad Street, 10th Floor Chief President and Chief
New York, NY 10004 Administrative Administrative
Age 47 Officer Officer of mutual
funds associated
with Citigroup;
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
</Table>
PAGE 24
ADDITIONAL INFORMATION (unaudited) (continued)
SALOMON BROTHERS WORLDWIDE INCOME FUND INC.
<Table>
<Caption>
NUMBER OF
PORTFOLIOS IN
FUND COMPLEX
TERM OF PRINCIPAL OVERSEEN BY
POSITION(S) OFFICE(1) AND OCCUPATION(S) DIRECTOR OTHER
HELD WITH LENGTH OF DURING PAST (INCLUDING DIRECTORSHIPS
NAME, ADDRESS AND AGE FUND(1) TIME SERVED FIVE YEARS THE FUND) HELD BY DIRECTOR
- ----------------------------------------------------------------------------------------------------------------------------
James E. Craige, CFA Executive Vice Since Managing Director N/A N/A
CAM President 1996 of CGM and SBAM
399 Park Avenue, 4th Floor since December
New York, NY 10022 1998;
Age 36 Director of CGM and
SBAM since January
1998 and Vice
President of CGM
and SBAM from May
1992 to January
1998
Thomas K. Flanagan, CFA Executive Vice Since Managing Director N/A N/A
CAM President 1994 of SBAM (since
399 Park Avenue, 4th Floor 1998); Director of
New York, NY 10022 SBAM and CGM (from
Age 50 1991 to 1999)
Maureen O'Callaghan Executive Vice Since Managing Director N/A N/A
SBAM President 1996 of SBAM (since
399 Park Avenue, 4th Floor January 2001);
New York, NY 10022 Director and Vice
Age 39 President of SBAM
(prior to 2001)
Beth A. Semmel, CFA Executive Vice Since Managing Director N/A N/A
CAM President 1996 of CGM and SBAM
399 Park Avenue, 4th Floor since December
New York, NY 10022 1998; Director of
Age 42 CGM and SBAM since
January 1996
Frances M. Guggino Controller Since Vice President of N/A N/A
CAM 2002 CAM
125 Broad Street, 10th Floor
New York, NY 10004
Age 45
Robert I. Frenkel Secretary(3) and Since 2003 Managing Director N/A N/A
CAM Chief Legal and General Counsel
300 First Stamford Place Officer of Global Mutual
4th Floor Funds for CAM and
Stamford, CT 06902 its predecessor
Age 48 (since 1994);
Secretary of CFM;
Secretary and Chief
Legal Officer of
mutual funds
associated with
Citigroup
</Table>
- ---------------
<Table>
(1) The Fund's Board of Directors is divided into three classes:
Class I, Class II and Class III. The terms of office of the
Class I, II and III Directors expire at the Annual Meetings
of Stockholders in the year 2005, year 2006 and year 2004,
respectively, or thereafter in each case when their
respective successors are duly elected and qualified. The
Fund's executive officers are chosen annually to hold office
until their successors are duly elected and qualified.
(2) Mr. Gerken is an "interested person" of the Fund as defined
in the Investment Company Act of 1940, as amended, because
Mr. Gerken is an officer of SBFM and certain of its
affiliates.
(3) As of November 25, 2003.
</Table>
PAGE 25
SALOMON BROTHERS WORLDWIDE INCOME FUND INC.
FORM OF AMENDED AND RESTATED TERMS AND CONDITIONS OF DIVIDEND REINVESTMENT
PLAN (unaudited)
Pursuant to certain rules of the Securities and Exchange Commission, the
following additional disclosure is provided.
1. Each shareholder initially purchasing shares of common stock ("Shares") of
Salomon Brothers Worldwide Income Fund Inc. ("Fund") on or after September 6,
1996 will be deemed to have elected to be a participant in the Amended and
Restated Dividend Reinvestment Plan ("Plan"), unless the shareholder
specifically elects in writing (addressed to the Agent at the address below or
to any nominee who holds Shares for the shareholder in its name) to receive all
income dividends and distributions of capital gains in cash, paid by check,
mailed directly to the record holder by or under the direction of American Stock
Transfer & Trust Company as the Fund's dividend-paying agent ("Agent"). A
shareholder whose Shares are held in the name of a broker or nominee who does
not provide an automatic reinvestment service may be required to take such
Shares out of "street name" and register such Shares in the shareholder's name
in order to participate, otherwise dividends and distributions will be paid in
cash to such shareholder by the broker or nominee. Each participant in the Plan
is referred to herein as a "Participant." The Agent will act as Agent for each
Participant, and will open accounts for each Participant under the Plan in the
same name as their Shares are registered.
2. Unless the Fund declares a dividend or distribution payable only in the form
of cash, the Agent will apply all dividends and distributions in the manner set
forth below.
3. If, on the determination date, the market price per Share equals or exceeds
the net asset value per Share on that date (such condition, a "market premium"),
the Agent will receive the dividend or distribution in newly issued Shares of
the Fund on behalf of Participants. If, on the determination date, the net asset
value per Share exceeds the market price per Share (such condition, a "market
discount"), the Agent will purchase Shares in the open-market. The determination
date will be the fourth New York Stock Exchange trading day (a New York Stock
Exchange trading day being referred to herein as a "Trading Day") preceding the
payment date for the dividend or distribution. For purposes herein, "market
price" will mean the average of the highest and lowest prices at which the
Shares sell on the New York Stock Exchange on the particular date, or if there
is no sale on that date, the average of the closing bid and asked quotations.
4. Purchases made by the Agent will be made as soon as practicable commencing on
the Trading Day following the determination date and terminating no later than
30 days after the dividend or distribution payment date except where temporary
curtailment or suspension of purchase is necessary to comply with applicable
provisions of federal securities law; provided, however, that such purchases
will, in any event, terminate on the Trading Day prior to the "ex-dividend" date
next succeeding the dividend or distribution payment date.
PAGE 26
SALOMON BROTHERS WORLDWIDE INCOME FUND INC.
FORM OF AMENDED AND RESTATED TERMS AND CONDITIONS OF DIVIDEND REINVESTMENT
PLAN (unaudited) (continued)
5. If (i) the Agent has not invested the full dividend amount in open-market
purchases by the date specified in paragraph 4 above as the date on which such
purchases must terminate or (ii) a market discount shifts to a market premium
during the purchase period, then the Agent will cease making open-market
purchases and will receive the uninvested portion of the dividend amount in
newly issued Shares (x) in the case of (i) above, at the close of business on
the date the Agent is required to terminate making open-market purchases as
specified in paragraph 4 above or (y) in the case of (ii) above, at the close of
business on the date such shift occurs; but in no event prior to the payment
date for the dividend or distribution.
6. In the event that all or part of a dividend or distribution amount is to be
paid in newly issued Shares, such Shares will be issued to Participants in
accordance with the following formula: (i) if, on the valuation date, the net
asset value per share is less than or equal to the market price per Share, then
the newly issued Shares will be valued at net asset value per Share on the
valuation date; provided, however, that if the net asset value is less than 95%
of the market price on the valuation date, then such Shares will be issued at
95% of the market price and (ii) if, on the valuation date, the net asset value
per share is greater than the market price per Share, then the newly issued
Shares will be issued at the market price on the valuation date. The valuation
date will be the dividend or distribution payment date, except that with respect
to Shares issued pursuant to paragraph 5 above, the valuation date will be the
date such Shares are issued. If a date that would otherwise be a valuation date
is not a Trading Day, the valuation date will be the next preceding Trading Day.
7. The open-market purchases provided for above may be made on any securities
exchange on which the Shares of the Fund are traded, in the over-the-counter
market or in negotiated transactions, and may be on such terms as to price,
delivery and otherwise as the Agent shall determine. Funds held by the Agent
uninvested will not bear interest, and it is understood that, in any event, the
Agent shall have no liability in connection with any inability to purchase
Shares within the time periods herein provided, or with the timing of any
purchases effected. The Agent shall have no responsibility as to the value of
the Shares acquired for the Participant's account. The Agent may commingle
amounts of all Participants to be used for open-market purchases of Shares and
the price per Share allocable to each Participant in connection with such
purchases shall be the average price (including brokerage commissions) of all
Shares purchased by the Agent.
8. The Agent will maintain all Participant accounts in the Plan and will furnish
written confirmations of all transactions in each account, including information
needed by Participants for personal and tax records. The Agent will hold Shares
acquired pursuant to the Plan in noncertificated form in the Participant's name
or that of its nominee, and each Participant's
PAGE 27
SALOMON BROTHERS WORLDWIDE INCOME FUND INC.
FORM OF AMENDED AND RESTATED TERMS AND CONDITIONS OF DIVIDEND REINVESTMENT
PLAN (unaudited) (continued)
proxy will include those Shares purchased pursuant to the Plan. The Agent will
forward to Participants any proxy solicitation material and will vote any Shares
so held for Participants only in accordance with the proxy returned by
Participants to the Fund. Upon written request, the Agent will deliver to
Participants, without charge, a certificate or certificates for the full Shares.
9. The Agent will confirm to Participants each acquisition made for their
respective accounts as soon as practicable but not later than 60 days after the
date thereof. Although Participants may from time to time have an undivided
fractional interest (computed to three decimal places) in a Share of the Fund,
no certificates for fractional shares will be issued. Dividends and
distributions on fractional shares will be credited to each Participant's
account. In the event of termination of a Participant's account under the Plan,
the Agent will adjust for any such undivided fractional interest in cash at the
market value of the Fund's Shares at the time of termination less the pro rata
expense of any sale required to make such an adjustment.
10. Any share dividends or split shares distributed by the Fund on Shares held
by the Agent for Participants will be credited to their respective accounts. In
the event that the Fund makes available to Participants rights to purchase
additional Shares or other securities, the Shares held for Participants under
the Plan will be added to other Shares held by the Participants in calculating
the number of rights to be issued to Participants.
11. The Agent's service fee for handling capital gains distributions or income
dividends will be paid by the Fund. Participants will be charged a pro rata
share of brokerage commissions on all open-market purchases.
12. Participants may terminate their accounts under the Plan by notifying the
Agent in writing. Such termination will be effective immediately if notice is
received by the Agent not less than ten days prior to any dividend or
distribution record date; otherwise such termination will be effective on the
first trading day after the payment date for such dividend or distribution with
respect to any subsequent dividend or distribution. The Plan may be amended or
terminated by the Fund as applied to any dividend or capital gains distribution
paid subsequent to written notice of the change or termination sent to
Participants at least 30 days prior to the record date for the dividend or
capital gains distribution. The Plan may be amended or terminated by the Agent,
with the Fund's prior written consent, on at least 30 days' written notice to
Plan Participants. Notwithstanding the preceding two sentences, the Agent or the
Fund may amend or supplement the Plan at any time or times when necessary or
appropriate to comply with applicable law or rules or policies of the Securities
and Exchange Commission or any other regulatory authority. Upon any termination,
the Agent will cause a certificate or certificates for the full Shares held by
each Participant under the Plan and cash
PAGE 28
SALOMON BROTHERS WORLDWIDE INCOME FUND INC.
FORM OF AMENDED AND RESTATED TERMS AND CONDITIONS OF DIVIDEND REINVESTMENT
PLAN (unaudited) (continued)
adjustment for any fraction to be delivered to each Participant without charge.
If the Participant elects by notice to the Agent in writing in advance of such
termination to have the Agent sell part or all of a Participant's Shares and
remit the proceeds to Participant, the Agent is authorized to deduct a $2.50 fee
plus brokerage commission for this transaction from the proceeds.
13. Any amendment or supplement shall be deemed to be accepted by each
Participant unless, prior to the effective date thereof, the Agent receives
written notice of the termination of the Participant's account under the Plan.
Any such amendment may include an appointment by the Agent in its place and
stead of a successor Agent under these terms and conditions, with full power and
authority to perform all or any of the acts to be performed by the Agent under
these terms and conditions. Upon any such appointment of an Agent for the
purpose of receiving dividends and distributions, the Fund will be authorized to
pay to such successor Agent, for each Participant's account, all dividends and
distributions payable on Shares of the Fund held in each Participant's name or
under the Plan for retention or application by such successor Agent as provided
in these terms and conditions.
14. In the case of Participants, such as banks, broker-dealers or other
nominees, which hold Shares for others who are beneficial owners ("Nominee
Holders"), the Agent will administer the Plan on the basis of the number of
Shares certified from time to time by each Nominee Holder as representing the
total amount registered in the Nominee Holder's name and held for the account of
beneficial owners who are to participate in the Plan.
15. The Agent shall at all times act in good faith and use its best efforts
within reasonable limits to insure the accuracy of all services performed under
this Agreement and to comply with applicable law, but assumes no responsibility
and shall not be liable for loss or damage due to errors unless such error is
caused by its negligence, bad faith, or willful misconduct or that of its
employees.
16. All correspondence concerning the Plan should be directed to the Agent at 59
Maiden Lane, New York, New York 10038.
ADDITIONAL SHAREHOLDER INFORMATION (unaudited)
A description of the policies and procedures that the Fund uses to determine how
to vote proxies relating to portfolio securities is available without charge,
upon request, by telephoning the Fund (toll-free) at 1-800-446-1013 and by
visiting the SEC's web site at www.sec.gov.
PAGE 29
SALOMON BROTHERS WORLDWIDE INCOME FUND INC.
DIRECTORS
CAROL L. COLMAN
DANIEL P. CRONIN
LESLIE H. GELB
R. JAY GERKEN, CFA
WILLIAM R. HUTCHINSON
RIORDAN ROETT
JESWALD W. SALACUSE
OFFICERS
R. JAY GERKEN, CFA
Chairman
PETER J. WILBY, CFA
President
ANDREW B. SHOUP*
Senior Vice President and
Chief Administrative Officer
JAMES E. CRAIGE, CFA
Executive Vice President
THOMAS K. FLANAGAN, CFA
Executive Vice President
MAUREEN O'CALLAGHAN
Executive Vice President
BETH A. SEMMEL, CFA
Executive Vice President
FRANCES M. GUGGINO
Controller
ROBERT I. FRENKEL
Secretary* and Chief Legal Officer
* As of November 25, 2003.
SALOMON BROTHERS
WORLDWIDE INCOME FUND INC.
125 Broad Street
10th Floor, MF-2
New York, New York 10004
Telephone 1-888-777-0102
INVESTMENT ADVISER AND ADMINISTRATOR
Salomon Brothers Asset
Management Inc
399 Park Avenue
New York, New York 10022
SUB-ADMINISTRATOR
Prudential Investments Fund
Management, Inc.
Gateway Center 3
100 Mulberry Street
Newark, New Jersey 07102
CUSTODIAN
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
TRANSFER AGENT
American Stock Transfer & Trust Company
59 Maiden Lane
New York, New York 10038
INDEPENDENT AUDITORS
PricewaterhouseCoopers LLP
1177 Avenue of the Americas
New York, New York 10036
LEGAL COUNSEL
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
NEW YORK STOCK EXCHANGE SYMBOL
SBW
------------------------------------------------
Notice is hereby given in accordance with Section 23(c) of the
Investment Company Act of 1940 that the Fund may purchase, from time to
time, shares of its common stock at market prices.
------------------------------------------------
This report is for stockholder information.
This is not a prospectus intended for use
in the purchase or sale of Fund shares.
PAGE 30
SALOMON BROTHERS
WORLDWIDE INCOME FUND INC.
ANNUAL REPORT
October 31, 2003
[WORLD GRAPHIC]
[SALOMON BROTHERS LOGO]
AMERICAN STOCK TRANSFER & TRUST COMPANY
59 MAIDEN LANE
NEW YORK, NEW YORK 10038
SBWANN 10/03
03-5778
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 William R.
Hutchinson, 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. Hutchinson as the Audit Committee's financial expert.
Mr. Hutchinson 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.
The Board of Directors of the Fund has delegated the authority to
develop policies and procedures relating to proxy voting to the
Manager. The Manager is part of Citigroup Asset Management ("CAM"), a
group of investment adviser affiliates of Citigroup, Inc.
("Citigroup"). Along with the other investment advisers that comprise
CAM, the Manager has adopted a set of proxy voting policies and
procedures (the "Policies") to ensure that the Manager votes proxies
relating to equity securities in the best interest of clients.
In voting proxies, the Manager is guided by general fiduciary
principles and seeks to act prudently and solely in the best interest
of clients. The Manager attempts to consider all factors that could
affect the value of the investment and will vote proxies in the manner
that it believes will be consistent with efforts to maximize
shareholder values. The Manager may utilize an external service
provider to provide it with information and/or a recommendation with
regard to proxy votes. However, such recommendations do not relieve the
Manager of its responsibility for the proxy vote.
In the case of a proxy issue for which there is a stated position in
the Policies, CAM generally votes in accordance with such stated
position. In the case of a proxy issue for which there is a list of
factors set forth in the Policies that CAM considers in voting on such
issue, CAM votes on a case-by-case basis in accordance with the general
principles set forth above and considering such enumerated
factors. In the case of a proxy issue for which there is no stated
position or list of factors that CAM considers in voting on such issue,
CAM votes on a case-by-case basis in accordance with the general
principles set forth above. Issues for which there is a stated position
set forth in the Policies or for which there is a list of factors set
forth in the Policies that CAM considers in voting on such issues fall
into a variety of categories, including election of directors,
ratification of auditors, proxy and tender offer defenses, capital
structure issues, executive and director compensation, mergers and
corporate restructurings, and social and environmental issues. The
stated position on an issue set forth in the Policies can always be
superseded, subject to the duty to act solely in the best interest of
the beneficial owners of accounts, by the investment management
professionals responsible for the account whose shares are being voted.
Issues applicable to a particular industry may cause CAM to abandon a
policy that would have otherwise applied to issuers generally. As a
result of the independent investment advisory services provided by
distinct CAM business units, there may be occasions when different
business units or different portfolio managers within the same business
unit vote differently on the same issue.
In furtherance of the Manager's goal to vote proxies in the best
interest of clients, the Manager follows procedures designed to
identify and address material conflicts that may arise between the
Manager's interests and those of its clients before voting proxies on
behalf of such clients. To seek to identify conflicts of interest, CAM
periodically notifies CAM employees (including employees of the
Manager) in writing that they are under an obligation (i) to be aware
of the potential for conflicts of interest with respect to voting
proxies on behalf of client accounts both as a result of their personal
relationships and due to special circumstances that may arise during
the conduct of CAM's and the Manager's business, and (ii) to bring
conflicts of interest of which they become aware to the attention of
compliance personnel. The Manager also maintains and considers a list
of significant relationships that could present a conflict of interest
for the Manager in voting proxies. The Manager is also sensitive to the
fact that a significant, publicized relationship between an issuer and
a non-CAM affiliate might appear to the public to influence the manner
in which the Manager decides to vote a proxy with respect to such
issuer. Absent special circumstances or a significant, publicized
non-CAM affiliate relationship that CAM or the Manager for prudential
reasons treats as a potential conflict of interest because such
relationship might appear to the public to influence the manner in
which the Manager decides to vote a proxy, the Manager generally takes
the position that non-CAM relationships between Citigroup and an issuer
(e.g. investment banking or banking) do not present a conflict of
interest for the Manager in voting proxies with respect to such issuer.
Such position is based on the fact that the Manager is operated as an
independent business unit from other Citigroup business units as well
as on the existence of information barriers between the Manager and
certain other Citigroup business units.
CAM maintains a Proxy Voting Committee, of which the Manager personnel
are members, to review and address conflicts of interest
brought to its attention by compliance personnel. A proxy issue that
will be voted in accordance with a stated position on an issue or in
accordance with the recommendation of an independent third party is not
brought to the attention of the Proxy Voting Committee for a conflict
of interest review because the Manager's position is that to the extent
a conflict of interest issue exists, it is resolved by voting in
accordance with a pre-determined policy or in accordance with the
recommendation of an independent third party. With respect to a
conflict of interest brought to its attention, the Proxy Voting
Committee first determines whether such conflict of interest is
material. A conflict of interest is considered material to the extent
that it is determined that such conflict is likely to influence, or
appear to influence, the Manager's decision-making in voting proxies.
If it is determined by the Proxy Voting Committee that a conflict of
interest is not material, the Manager may vote proxies notwithstanding
the existence of the conflict.
If it is determined by the Proxy Voting Committee that a conflict of
interest is material, the Proxy Voting Committee is responsible for
determining an appropriate method to resolve such conflict of interest
before the proxy affected by the conflict of interest is voted. Such
determination is based on the particular facts and circumstances,
including the importance of the proxy issue and the nature of the
conflict of interest. Methods of resolving a material conflict of
interest may include, but are not limited to, disclosing the conflict
to clients and obtaining their consent before voting, or suggesting to
clients that they engage another party to vote the proxy on their
behalf.
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.
Salomon Brothers Worldwide Income Fund Inc.
By: /s/ R. Jay Gerken
R. Jay Gerken
Chief Executive Officer of
Salomon Brothers Worldwide Income Fund Inc.
Date: December 31, 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
Salomon Brothers Worldwide Income Fund Inc.
Date: December 31, 2003
By: /s/ Andrew B. Shoup
(Andrew B. Shoup)
Chief Administrative Officer of
Salomon Brothers Worldwide Income Fund Inc.
Date: December 31, 2003