x<Page> 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 811-0005 LORD ABBETT AFFILIATED FUND, INC. --------------------------------- (Exact name of registrant as specified in charter) 90 Hudson Street, Jersey City, NJ 07302 --------------------------------------- (Address of principal executive offices) (zip code) Christina T. Simmons, Vice President & Assistant Secretary 90 Hudson Street, Jersey City, NJ 07302 --------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: (800) 201-6984 -------------- Date of fiscal year end: 10/31 ----- Date of reporting period: 4/30/04 ------- <Page> ITEM 1: REPORT TO SHAREHOLDERS. <Page> LORD ABBETT [LORD ABBETT LOGO] SEMI-ANNUAL REPORT 2004 LORD ABBETT AFFILIATED FUND FOR THE SIX-MONTH PERIOD ENDED APRIL 30, 2004 <Page> - -------------------------------------------------------------------------------- LORD ABBETT AFFILIATED FUND SEMI-ANNUAL REPORT FOR THE SIX-MONTH PERIOD ENDED APRIL 30, 2004 DEAR SHAREHOLDERS: We are pleased to provide you with this six-month overview of the Lord Abbett Affiliated Fund's strategies and performance for the period ended April 30, 2004. On this and the following pages, we discuss the major factors that influenced performance. Thank you for investing in Lord Abbett Mutual Funds. We value the trust that you place in us and look forward to serving your investment needs in the years to come. BEST REGARDS, /s/ Robert S. Dow ROBERT S. DOW CHAIRMAN - -------------------------------------------------------------------------------- Q: WHAT WERE THE OVERALL MARKET CONDITIONS OF THE REPORTING PERIOD? A: Favorable economic news and strong U.S. equity returns during November and December brought 2003 to a positive close. Manufacturing, inventory investment and capital spending all showed signs of improvement. Unemployment reports were also encouraging, as inflation and interest rates remained steady through year-end. As a result of the tax bill and a positive macroeconomic environment, capital spending increased, particularly in technology. This economic growth continued into the beginning of 2004 largely due to strong consumer and capital spending. Corporate profits rose, triggered by a rise in industrial production. In January and February, inflation and short-term interest rates continued to remain stable. However, somewhat disappointing employment reports and higher energy prices weighed on consumer sentiment. In March and April, the number of jobs increased and unemployment stabilized. The U.S. housing market remained strong and there were improvements in durable goods spending. But, retail sales dropped 0.5% in April after a 2% gain in March. Meanwhile, producer prices moved higher both months (March 0.5%, April 0.7%) driven by the higher costs of gasoline and food, suggesting an inflationary trend and the possibility of an interest rate increase in the coming months. Q: HOW DID THE FUND PERFORM OVER THE SIX-MONTH PERIOD ENDED APRIL 30, 2004? A: For the six-month period ended April 30, 2004, the Fund returned 7.5%, reflecting performance at the Net Asset Value (NAV) of Class A shares with all distributions reinvested, compared with its benchmark, the Russell 1000(R) Value Index,(1) which returned 8.2% over the same period. Standardized Average Annual Total Returns, which reflect performance at the maximum 5.75% sales charge applicable to Class A share investments and include the reinvestment 1 <Page> - -------------------------------------------------------------------------------- of all distributions are 1 Year: 18.55%; 5 Years: 2.37% and 10 Years: 11.64%. PERFORMANCE DATA QUOTED REFLECT PAST PERFORMANCE AND ARE NO GUARANTEE OF FUTURE RESULTS. CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE QUOTED. THE INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL FLUCTUATE SO THAT SHARES, ON ANY GIVEN DAY OR WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. YOU CAN OBTAIN PERFORMANCE DATA CURRENT TO THE MOST RECENT MONTH END BY CALLING LORD ABBETT AT 800-821-5129 OR REFERRING TO OUR WEBSITE AT www.LordAbbett.com. Q. WHAT WERE THE MOST SIGNIFICANT FACTORS AFFECTING PERFORMANCE? A. Stock selection within the financial services, producer durables and technology sectors were the greatest positive contributors to performance. In the technology sector, the portfolio's largest holding benefited from a management change and the announcement of a successful spin-off of a product line that was not a part of the company's core business. Detracting from the Fund's performance was its stock selection in the auto and transportation sector. Also detracting from performance was stock selection within the materials and processing sector, as price declines in the commodity markets negatively impacted the portfolio's holdings in gold stocks. The Fund's portfolio is actively managed and, therefore, its holdings and weightings of a particular issuer or particular sector as a percentage of portfolio assets are subject to change. Sectors may include many industries. (1) The Russell 1000(R) Value Index measures the performance of those Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values. Indices are unmanaged, do not reflect the deduction of fees or expenses and are not available for direct investment. IMPORTANT PERFORMANCE AND OTHER INFORMATION The views of the Fund's management and the portfolio holdings described in this report are as of April 30, 2004; these views and portfolio holdings may have changed subsequent to this date and they do not guarantee the future performance of the markets or the Fund. Information provided in this report should not be considered a recommendation to purchase or sell securities. A NOTE ABOUT RISK: See Notes to Financial Statements for a discussion of investment risks. For a more detailed discussion of the risks associated with the Fund, please see the Fund's Prospectus. PERFORMANCE: BECAUSE OF ONGOING MARKET VOLATILITY, FUND PERFORMANCE MAY BE SUBJECT TO SUBSTANTIAL FLUCTUATION. Except where noted, comparative fund performance does not account for the deduction of sales charges and would be different if sales charges were included. The Fund offers additional classes of shares with distinct pricing options. For a full description of the differences in pricing alternatives, please see the Fund's Prospectus. THE PROSPECTUS CONTAINS IMPORTANT INFORMATION ABOUT THE FUND, INCLUDING THE FUND'S INVESTMENT OBJECTIVES, RISKS, CHARGES AND ONGOING EXPENSES, THAT YOU SHOULD CAREFULLY CONSIDER BEFORE INVESTING. TO OBTAIN A PROSPECTUS ON THIS FUND OR ANY LORD ABBETT MUTUAL FUND, PLEASE CONTACT YOUR INVESTMENT PROFESSIONAL OR LORD ABBETT DISTRIBUTOR LLC AT 800-874-3733 OR VISIT www.LordAbbett.com. READ THE PROSPECTUS CAREFULLY BEFORE INVESTING. MUTUAL FUNDS ARE NOT INSURED BY THE FDIC, ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF, OR GUARANTEED BY BANKS, AND ARE SUBJECT TO INVESTMENT RISKS INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED. 2 <Page> SCHEDULE OF INVESTMENTS (UNAUDITED) APRIL 30, 2004 <Table> <Caption> VALUE INVESTMENTS SHARES (000) - -------------------------------------------------------------------------------- COMMON STOCKS 94.27% AEROSPACE & DEFENSE 0.07% Honeywell International, Inc. 352,790 $ 12,199 --------------- AIRLINES 0.36% AMR Corp.*^ 3,517,482 39,923 Delta Air Lines, Inc.^(b) 3,367,050 20,943 --------------- TOTAL 60,866 --------------- BEVERAGES 2.12% Diageo plc ADR^ 759,100 41,371 PepsiCo, Inc. 5,761,715 313,956 --------------- TOTAL 355,327 --------------- CHEMICALS 3.18% E.I. du Pont de Nemours & Co. 2,372,200 101,886 Monsanto Co. 2,931,509 101,401 Potash Corp. of Saskatchewan(a) 1,029,850 83,891 Praxair, Inc. 4,192,700 153,243 Rohm & Haas Co. 2,401,770 93,141 --------------- TOTAL 533,562 --------------- COMMERCIAL BANKS 8.73% Bank of America Corp. 2,210,688 177,938 Bank of New York Co., Inc. 6,088,315 177,414 Bank One Corp. 7,575,470 374,001 Mellon Financial Corp. 7,640,460 226,463 U.S. Bancorp 4,603,990 118,046 Wachovia Corp. 4,767,815 218,128 Wells Fargo & Co. 3,036,205 171,424 --------------- TOTAL 1,463,414 --------------- COMMERCIAL SERVICES & SUPPLIES 0.85% Waste Management, Inc. 5,037,275 143,059 --------------- COMMUNICATIONS EQUIPMENT 3.47% Corning, Inc.*^ 7,977,735 $ 87,994 Motorola, Inc.^ 24,142,840 440,607 Nortel Networks Corp.*(a) 13,983,852 52,300 --------------- TOTAL 580,901 --------------- COMPUTERS & PERIPHERALS 3.38% Apple Computer, Inc.* 10,734,335 276,194 EMC Corp.* 24,595,725 274,488 International Business Machines Corp. 180,600 15,924 --------------- TOTAL 566,606 --------------- DIVERSIFIED FINANCIALS 4.19% Citigroup, Inc. 7,258,500 349,061 iShares MSCI Japan Index Fund^ 5,028,700 50,991 J.P. Morgan Chase & Co.^ 2,543,570 95,638 Merrill Lynch & Co., Inc. 2,967,095 160,906 The Goldman Sachs Group, Inc. 465,700 44,940 --------------- TOTAL 701,536 --------------- DIVERSIFIED TELECOMMUNICATION SERVICES 4.08% BellSouth Corp. 3,259,290 84,122 Qwest Communications Int'l., Inc.* 15,776,975 63,424 SBC Communications, Inc. 6,900,295 171,817 Verizon Communications, Inc. 9,639,600 363,799 --------------- TOTAL 683,162 --------------- </Table> SEE NOTES TO FINANCIAL STATEMENTS. 3 <Page> SCHEDULE OF INVESTMENTS (UNAUDITED)(CONTINUED) APRIL 30, 2004 <Table> <Caption> VALUE INVESTMENTS SHARES (000) - -------------------------------------------------------------------------------- ELECTRIC UTILITIES 2.85% Consolidated Edison, Inc.^ 1,403,900 $ 57,855 Constellation Energy Group, Inc.^ 998,375 38,417 FPL Group, Inc.^ 1,701,540 108,252 PG&E Corp.* 626,200 17,233 Progress Energy, Inc.^ 3,535,730 151,223 Public Service Enterprise Group, Inc.^ 1,429,000 61,304 Southern Co. 1,489,175 42,829 --------------- TOTAL 477,113 --------------- ELECTRICAL EQUIPMENT 0.71% Emerson Electric Co. 1,968,000 118,513 --------------- ELECTRONIC EQUIPMENT & INSTRUMENTS 0.61% Agilent Technologies, Inc.*^ 1,039,955 28,089 Solectron Corp.*^ 15,072,535 73,856 --------------- TOTAL 101,945 --------------- ENERGY EQUIPMENT & SERVICES 3.61% Baker Hughes, Inc.^ 7,325,080 268,684 GlobalSantaFe Corp.^ 2,832,795 74,701 Schlumberger Ltd.^ 4,482,855 262,381 --------------- TOTAL 605,766 --------------- FOOD & STAPLES RETAILING 0.87% CVS Corp. 1,862,915 71,964 Kroger Co.* 4,213,170 73,731 --------------- TOTAL 145,695 --------------- FOOD PRODUCTS 4.18% Archer-Daniels- Midland Co. 5,269,995 92,541 General Mills, Inc.^ 2,369,160 115,497 H.J. Heinz Co. 1,490,610 56,926 Kellogg Co. 3,411,990 146,374 Kraft Foods, Inc. Class A 8,763,672 288,413 --------------- TOTAL 699,751 --------------- HEALTHCARE EQUIPMENT & SUPPLIES 0.86% Baxter Int'l., Inc.^ 4,570,927 $ 144,670 --------------- HEALTHCARE PROVIDERS & SERVICES 1.68% Cardinal Health, Inc.^ 2,486,615 182,145 CIGNA Corp. 1,527,740 98,554 --------------- TOTAL 280,699 --------------- HOUSEHOLD DURABLES 0.28% Newell Rubbermaid, Inc.^ 1,965,950 46,475 --------------- HOUSEHOLD PRODUCTS 0.53% Kimberly Clark Corp. 1,364,120 89,282 --------------- INDUSTRIAL CONGLOMERATES 2.53% General Electric Co. 7,123,100 213,337 Tyco Int'l., Ltd.^(a) 7,679,560 210,804 --------------- TOTAL 424,141 --------------- INSURANCE 3.09% Allstate Corp. 1,471,665 67,549 American Int'l Group, Inc. 5,023,100 359,905 Hartford Financial Group, Inc.^ 1,207,040 73,726 St. Paul Travelers Cos., Inc. 400,786 16,300 --------------- TOTAL 517,480 --------------- LEISURE EQUIPMENT & PRODUCTS 0.28% Eastman Kodak Co.^ 1,842,880 47,528 --------------- MACHINERY 5.85% Caterpillar, Inc.^ 1,541,600 119,829 Deere & Co. 6,341,374 431,467 Eaton Corp. 3,820,100 226,837 Illinois Tool Works, Inc. 1,904,810 164,214 Parker Hannifin Corp. 686,540 37,959 --------------- TOTAL 980,306 --------------- </Table> SEE NOTES TO FINANCIAL STATEMENTS. 4 <Page> SCHEDULE OF INVESTMENTS (UNAUDITED)(CONTINUED) APRIL 30, 2004 <Table> <Caption> VALUE INVESTMENTS SHARES (000) - -------------------------------------------------------------------------------- MEDIA 8.04% Clear Channel Communications, Inc. 4,160,210 $ 172,607 Comcast Corp.* 9,543,148 276,656 Cox Communications, Inc.*^ 2,968,672 97,046 The Walt Disney Co.^ 14,203,515 327,107 Time Warner, Inc.* 2,106,595 35,433 Tribune Co. 5,072,400 242,866 Viacom, Inc. 5,071,194 196,002 --------------- TOTAL 1,347,717 --------------- METALS & MINING 3.26% Alcoa, Inc. 7,624,560 234,455 Barrick Gold Corp.^(a) 5,116,065 98,382 Newmont Mining Corp.^ 5,711,784 213,621 --------------- TOTAL 546,458 --------------- MULTI-LINE RETAIL 1.12% Target Corp. 4,344,160 188,406 --------------- OFFICE ELECTRONICS 1.49% Xerox Corp.* 18,542,995 249,032 --------------- OIL & GAS 6.87% BP plc ADR 2,873,800 152,024 Exxon Mobil Corp. 23,499,600 999,908 --------------- TOTAL 1,151,932 --------------- PAPER & FOREST PRODUCTS 2.16% International Paper Co. 8,149,215 328,576 Weyerhaeuser Co.^ 558,700 33,075 --------------- TOTAL 361,651 --------------- PERSONAL PRODUCTS 0.82% Gillette Co. 3,342,675 136,782 --------------- PHARMACEUTICALS 7.29% Abbott Laboratories 3,111,700 136,977 Bristol-Myers Squibb Co. 3,629,300 91,096 Merck & Co., Inc. 3,531,875 165,998 Novartis AG ADR 5,355,455 239,924 Pfizer, Inc. 1,880,800 $ 67,257 Schering-Plough Corp.^ 14,463,045 241,967 Wyeth 7,308,135 278,221 --------------- TOTAL 1,221,440 --------------- ROAD & RAIL 1.82% Canadian National Railway(a) 1,734,660 65,518 CSX Corp.^ 3,606,960 110,950 Union Pacific Corp. 2,194,180 129,303 --------------- TOTAL 305,771 --------------- SEMICONDUCTOR EQUIPMENT & PRODUCTS 0.57% Teradyne, Inc.*^ 2,295,510 46,783 Texas Instruments, Inc. 1,910,400 47,951 --------------- TOTAL 94,734 --------------- SPECIALTY RETAIL 1.42% The Gap, Inc.^ 10,803,435 237,784 --------------- TEXTILES & APPAREL 1.05% NIKE, Inc. Class B^ 2,445,185 175,931 --------------- TOTAL COMMON STOCKS (Cost $13,843,003,988) 15,797,634 =============== CONVERTIBLE PREFERRED STOCKS 0.44% INSURANCE 0.44% Hartford Financial Group, Inc. 7.0% 8/16/2006 (Cost $60,209,460) 1,200,000 73,188 =============== SHORT-TERM INVESTMENTS 7.77% COLLATERAL FOR SECURITIES ON LOAN 2.24% State Street Navigator Securities Lending Prime Portfolio, 1.07%(c) 375,102 375,102 =============== </Table> SEE NOTES TO FINANCIAL STATEMENTS. 5 <Page> SCHEDULE OF INVESTMENTS (UNAUDITED)(CONCLUDED) APRIL 30, 2004 <Table> <Caption> PRINCIPAL AMOUNT VALUE INVESTMENTS (000) (000) - -------------------------------------------------------------------------------- REPURCHASE AGREEMENT 5.53% Repurchase Agreement dated 4/30/2004, 1.00% due 5/3/2004 with State Street Bank & Trust Co. collateralized by $130,380,000 of Federal Home Loan Bank at 5.125% due 3/6/2006 and $175,340,000 of Federal Home Loan Mortgage Corp. from 5.625% to 6.25% due from 7/15/2004 to 3/15/2011 and $624,640,000 of Federal National Mortgage Assoc. from zero coupon to 3.02% due from 7/1/2004 to 7/3/2018; value: $945,562,425; proceeds: $927,024,545 $ 926,947 $ 926,947 =============== TOTAL SHORT-TERM INVESTMENTS (Cost $1,302,049,594) 1,302,049 =============== TOTAL INVESTMENTS 102.48% (Cost $15,205,263,042) $ 17,172,871 =============== </Table> * Non-income producing security. ^ Security (or a portion of security) on loan. See Note 5. (a) Foreign security traded in U.S. dollars. (b) Affiliated issuer (holding represents 5% or more of the underlying issuer's outstanding voting shares). See Note 10. (c) Rate shown reflects 7 day yield as of April 30, 2004. ADR- American Depository Receipt. SEE NOTES TO FINANCIAL STATEMENTS. 6 <Page> STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED) April 30, 2004 <Table> ASSETS: Investment in unaffiliated issuers, at value (cost $15,169,549,543) $ 17,151,928,337 Investment in affiliated issuer, at value (cost $35,713,499) 20,943,051 Receivables: Interest and dividends 22,063,244 Investment securities sold 3,749,999 Capital shares sold 42,315,532 Prepaid expenses and other assets 798,212 - ------------------------------------------------------------------------------------------- TOTAL ASSETS 17,241,798,375 - ------------------------------------------------------------------------------------------- LIABILITIES: Payable upon return of securities on loan 375,102,295 Payables: Investment securities purchased 73,229,143 Capital shares reacquired 14,163,666 Management fee 4,723,631 12b-1 distribution fees 9,650,060 Fund administration 595,180 Directors' fees 3,674,413 To affiliate 261,029 Accrued expenses and other liabilities 2,909,638 =========================================================================================== TOTAL LIABILITIES 484,309,055 =========================================================================================== NET ASSETS $ 16,757,489,320 =========================================================================================== COMPOSITION OF NET ASSETS: Paid-in capital $ 14,538,945,957 Undistributed net investment income 10,828,176 Accumulated net realized gain on investments 240,106,841 Net unrealized appreciation on investments 1,967,608,346 - ------------------------------------------------------------------------------------------- NET ASSETS $ 16,757,489,320 =========================================================================================== NET ASSETS BY CLASS: Class A Shares $ 13,070,065,329 Class B Shares $ 1,375,417,860 Class C Shares $ 1,308,328,154 Class P Shares $ 256,656,658 Class Y Shares $ 747,021,319 OUTSTANDING SHARES BY CLASS: Class A Shares (1.6 billion shares of common stock authorized) 965,802,795 Class B Shares (300 million shares of common stock authorized) 101,444,770 Class C Shares (300 million shares of common stock authorized) 96,648,084 Class P Shares (200 million shares of common stock authorized) 18,994,293 Class Y Shares (100 million shares of common stock authorized) 55,082,720 NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE (NET ASSETS DIVIDED BY OUTSTANDING SHARES): Class A Shares-Net asset value $ 13.53 Class A Shares-Maximum offering price (Net asset value plus sales charge of 5.75%) $ 14.36 Class B Shares-Net asset value $ 13.56 Class C Shares-Net asset value $ 13.54 Class P Shares-Net asset value $ 13.51 Class Y Shares-Net asset value $ 13.56 =========================================================================================== </Table> SEE NOTES TO FINANCIAL STATEMENTS. 7 <Page> STATEMENT OF OPERATIONS (UNAUDITED) For the Six Months Ended April 30, 2004 <Table> INVESTMENT INCOME: Dividends $ 136,893,895 Interest 4,472,807 Securities lending-net 615,624 Foreign withholding tax (773,481) - ------------------------------------------------------------------------------- TOTAL INVESTMENT INCOME 141,208,845 - ------------------------------------------------------------------------------- EXPENSES: Management fee 24,834,429 12b-1 distribution plan-Class A 22,195,743 12b-1 distribution plan-Class B 6,780,757 12b-1 distribution plan-Class C 6,081,648 12b-1 distribution plan-Class P 506,221 Shareholder servicing 8,962,107 Professional 87,373 Reports to shareholders 518,271 Fund administration 3,247,578 Custody 250,573 Directors' fees 152,265 Registration 58,475 Subsidy (see Note 3) 223,393 Other 1,138,978 - ------------------------------------------------------------------------------- Gross expenses 75,037,811 Expense reductions (64,254) - ------------------------------------------------------------------------------- NET EXPENSES 74,973,557 - ------------------------------------------------------------------------------- NET INVESTMENT INCOME 66,235,288 - ------------------------------------------------------------------------------- NET REALIZED AND UNREALIZED GAIN: Net realized gain on investments in unaffiliated issuers 264,553,646 Net realized loss on investment in affiliated issuer (17,127,239) Net change in unrealized appreciation on investments 786,713,823 =============================================================================== NET REALIZED AND UNREALIZED GAIN 1,034,140,230 =============================================================================== NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 1,100,375,518 =============================================================================== </Table> SEE NOTES TO FINANCIAL STATEMENTS. 8 <Page> STATEMENT OF CHANGES IN NET ASSETS <Table> <Caption> FOR THE SIX MONTHS ENDED APRIL 30, 2004 FOR THE YEAR ENDED INCREASE IN NET ASSETS (UNAUDITED) OCTOBER 31, 2003 OPERATIONS: Net investment income $ 66,235,288 $ 129,291,087 Net realized gain on investments 247,426,407 148,888,869 Net change in unrealized appreciation on investments 786,713,823 2,373,953,298 - --------------------------------------------------------------------------------------------------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS 1,100,375,518 2,652,133,254 =================================================================================================== DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income Class A (92,520,976) (168,906,309) Class B (5,549,820) (11,271,869) Class C (4,889,828) (8,852,699) Class P (1,416,363) (1,873,979) Class Y (5,851,340) (8,151,250) Net realized gain Class A (1,646,119) (333,971,436) Class B (176,249) (35,468,501) Class C (151,417) (26,650,798) Class P (26,262) (3,226,274) Class Y (84,562) (10,642,638) - --------------------------------------------------------------------------------------------------- TOTAL DISTRIBUTIONS TO SHAREHOLDERS (112,312,936) (609,015,753) =================================================================================================== CAPITAL SHARE TRANSACTIONS: Net proceeds from sales of shares 2,213,478,590 2,490,553,771 Reinvestment of distributions 90,284,681 490,435,007 Cost of shares reacquired (864,270,766) (1,416,280,618) - --------------------------------------------------------------------------------------------------- NET INCREASE IN NET ASSETS RESULTING FROM CAPITAL SHARE TRANSACTIONS 1,439,492,505 1,564,708,160 =================================================================================================== NET INCREASE IN NET ASSETS 2,427,555,087 3,607,825,661 =================================================================================================== NET ASSETS: Beginning of period 14,329,934,233 10,722,108,572 - --------------------------------------------------------------------------------------------------- END OF PERIOD $ 16,757,489,320 $ 14,329,934,233 =================================================================================================== UNDISTRIBUTED NET INVESTMENT INCOME $ 10,828,176 $ 54,821,215 =================================================================================================== </Table> SEE NOTES TO FINANCIAL STATEMENTS. 9 <Page> FINANCIAL HIGHLIGHTS <Table> <Caption> SIX MONTHS ENDED YEAR ENDED 10/31 4/30/2004 ---------------------------------------------------------- (UNAUDITED) 2003 2002 2001 2000 1999 PER SHARE OPERATING PERFORMANCE (CLASS A SHARES) NET ASSET VALUE, BEGINNING OF PERIOD $ 12.68 $ 10.80 $ 13.04 $ 16.47 $ 16.22 $ 14.56 =========== ======== ======== ======== ======== ======== Investment operations Net investment income(a) .06 .13 .14 .19 .24 .21 Net realized and unrealized gain (loss) .89 2.36 (1.59) (1.99) 2.01 2.64 ----------- -------- -------- -------- -------- -------- Total from investment operations .95 2.49 (1.45) (1.80) 2.25 2.85 ----------- -------- -------- -------- -------- -------- Distributions to shareholders from: Net investment income (.10) (.20) (.22) (.24) (.24) (.24) Net realized gain -(d) (.41) (.57) (1.39) (1.76) (.95) ----------- -------- -------- -------- -------- -------- Total distributions (.10) (.61) (.79) (1.63) (2.00) (1.19) ----------- -------- -------- -------- -------- -------- NET ASSET VALUE, END OF PERIOD $ 13.53 $ 12.68 $ 10.80 $ 13.04 $ 16.47 $ 16.22 =========== ======== ======== ======== ======== ======== Total Return(b) 7.53%(c) 24.07% (12.21)% (11.98)% 15.12% 20.69% RATIOS TO AVERAGE NET ASSETS Expenses, including expense reductions .42%(c) .84% .85% .79% .79% .74% Expenses, excluding expense reductions .42%(c) .84% .85% .80% .80% .74% Net investment income .45%(c) 1.17% 1.08% 1.28% 1.62% 1.36% </Table> <Table> <Caption> SIX MONTHS ENDED YEAR ENDED 10/31 4/30/2004 ---------------------------------------------------------------------------- SUPPLEMENTAL DATA: (UNAUDITED) 2003 2002 2001 2000 1999 ================================================================================================================================== Net assets, end of period (000) $ 13,070,065 $ 11,322,151 $ 8,744,220 $ 9,363,248 $ 10,309,845 $ 9,307,645 Portfolio turnover rate 15.43% 42.58% 59.88% 77.18% 52.27% 62.30% ================================================================================================================================== </Table> SEE NOTES TO FINANCIAL STATEMENTS. 10 <Page> FINANCIAL HIGHLIGHTS (CONTINUED) <Table> <Caption> SIX MONTHS ENDED YEAR ENDED 10/31 4/30/2004 ---------------------------------------------------------- (UNAUDITED) 2003 2002 2001 2000 1999 PER SHARE OPERATING PERFORMANCE (CLASS B SHARES) NET ASSET VALUE, BEGINNING OF PERIOD $ 12.70 $ 10.81 $ 13.06 $ 16.49 $ 16.23 $ 14.56 =========== ======== ======== ======== ======== ======== Investment operations Net investment income(a) .02 .06 .06 .09 .14 .10 Net realized and unrealized gain (loss) .90 2.36 (1.61) (1.99) 2.02 2.65 ----------- -------- -------- -------- -------- -------- Total from investment operations .92 2.42 (1.55) (1.90) 2.16 2.75 ----------- -------- -------- -------- -------- -------- Distributions to shareholders from: Net investment income (.06) (.12) (.13) (.14) (.14) (.13) Net realized gain -(d) (.41) (.57) (1.39) (1.76) (.95) ----------- -------- -------- -------- -------- -------- Total distributions (.06) (.53) (.70) (1.53) (1.90) (1.08) ----------- -------- -------- -------- -------- -------- NET ASSET VALUE, END OF PERIOD $ 13.56 $ 12.70 $ 10.81 $ 13.06 $ 16.49 $ 16.23 =========== ======== ======== ======== ======== ======== Total Return(b) 7.24%(c) 23.29% (12.85)% (12.53)% 14.42% 19.87% RATIOS TO AVERAGE NET ASSETS Expenses, including expense reductions .75%(c) 1.50% 1.47% 1.42% 1.44% 1.43% Expenses, excluding expense reductions .75%(c) 1.50% 1.47% 1.43% 1.45% 1.43% Net investment income .12%(c) .51% .46% .62% .94% .66% </Table> <Table> <Caption> SIX MONTHS ENDED YEAR ENDED 10/31 4/30/2004 ---------------------------------------------------------------------------- SUPPLEMENTAL DATA: (UNAUDITED) 2003 2002 2001 2000 1999 ================================================================================================================================== Net assets, end of period (000) $ 1,375,418 $ 1,235,238 $ 928,421 $ 904,004 $ 713,161 $ 524,974 Portfolio turnover rate 15.43% 42.58% 59.88% 77.18% 52.27% 62.30% ================================================================================================================================== </Table> SEE NOTES TO FINANCIAL STATEMENTS. 11 <Page> FINANCIAL HIGHLIGHTS (CONTINUED) <Table> <Caption> SIX MONTHS ENDED YEAR ENDED 10/31 4/30/2004 ---------------------------------------------------------- (UNAUDITED) 2003 2002 2001 2000 1999 PER SHARE OPERATING PERFORMANCE (CLASS C SHARES) NET ASSET VALUE, BEGINNING OF PERIOD $ 12.68 $ 10.80 $ 13.02 $ 16.49 $ 16.23 $ 14.56 =========== ======== ======== ======== ======== ======== Investment operations Net investment income(a) .02 .06 .08 .05 .14 .10 Net realized and unrealized gain (loss) .90 2.35 (1.59) (1.99) 2.02 2.65 ----------- -------- -------- -------- -------- -------- Total from investment operations .92 2.41 (1.51) (1.94) 2.16 2.75 ----------- -------- -------- -------- -------- -------- Distributions to shareholders from: Net investment income (.06) (.12) (.14) (.14) (.14) (.13) Net realized gain -(d) (.41) (.57) (1.39) (1.76) (.95) ----------- -------- -------- -------- -------- -------- Total distributions (.06) (.53) (.71) (1.53) (1.90) (1.08) ----------- -------- -------- -------- -------- -------- NET ASSET VALUE, END OF PERIOD $ 13.54 $ 12.68 $ 10.80 $ 13.02 $ 16.49 $ 16.23 =========== ======== ======== ======== ======== ======== Total Return(b) 7.26%(c) 23.23% (12.59)% (12.79)% 14.48% 19.80% RATIOS TO AVERAGE NET ASSETS Expenses, including expense reductions .75%(c) 1.50% 1.32% 1.70% 1.44% 1.43% Expenses, excluding expense reductions .75%(c) 1.50% 1.32% 1.71% 1.45% 1.43% Net investment income .12%(c) .51% .61% .32% .93% .66% </Table> <Table> <Caption> SIX MONTHS ENDED YEAR ENDED 10/31 4/30/2004 ---------------------------------------------------------------------------- SUPPLEMENTAL DATA: (UNAUDITED) 2003 2002 2001 2000 1999 ================================================================================================================================== Net assets, end of period (000) $ 1,308,328 $ 1,036,160 $ 692,976 $ 555,759 $ 331,910 $ 197,440 Portfolio turnover rate 15.43% 42.58% 59.88% 77.18% 52.27% 62.30% ================================================================================================================================== </Table> SEE NOTES TO FINANCIAL STATEMENTS. 12 <Page> FINANCIAL HIGHLIGHTS (CONTINUED) <Table> <Caption> SIX MONTHS ENDED YEAR ENDED 10/31 4/30/2004 ---------------------------------------------------------- (UNAUDITED) 2003 2002 2001 2000 1999 PER SHARE OPERATING PERFORMANCE (CLASS P SHARES) NET ASSET VALUE, BEGINNING OF PERIOD $ 12.66 $ 10.78 $ 13.02 $ 16.45 $ 16.19 $ 14.53 =========== ======== ======== ======== ======== ======== Investment operations Net investment income(a) .05 .12 .12 .16 .22 .19 Net realized and unrealized gain (loss) .89 2.36 (1.58) (1.97) 2.02 2.63 ----------- -------- -------- -------- -------- -------- Total from investment operations .94 2.48 (1.46) (1.81) 2.24 2.82 ----------- -------- -------- -------- -------- -------- Distributions to shareholders from: Net investment income (.09) (.19) (.21) (.23) (.22) (.21) Net realized gain -(d) (.41) (.57) (1.39) (1.76) (.95) ----------- -------- -------- -------- -------- -------- Total distributions (.09) (.60) (.78) (1.62) (1.98) (1.16) ----------- -------- -------- -------- -------- -------- NET ASSET VALUE, END OF PERIOD $ 13.51 $ 12.66 $ 10.78 $ 13.02 $ 16.45 $ 16.19 =========== ======== ======== ======== ======== ======== Total Return(b) 7.48%(c) 24.01% (12.31)% (12.07)% 15.11% 20.51% RATIOS TO AVERAGE NET ASSETS Expenses, including expense reductions .47%(c) .95% .92% .87% .89% .88% Expenses, excluding expense reductions .47%(c) .95% .92% .88% .89% .88% Net investment income .40%(c) 1.06% 1.01% 1.10% 1.30% 1.22% </Table> <Table> <Caption> SIX MONTHS ENDED YEAR ENDED 10/31 4/30/2004 ---------------------------------------------------------------------------- SUPPLEMENTAL DATA: (UNAUDITED) 2003 2002 2001 2000 1999 ================================================================================================================================== Net assets, end of period (000) $ 256,657 $ 178,794 $ 82,038 $ 35,939 $ 12,072 $ 2,046 Portfolio turnover rate 15.43% 42.58% 59.88% 77.18% 52.27% 62.30% ================================================================================================================================== </Table> SEE NOTES TO FINANCIAL STATEMENTS. 13 <Page> FINANCIAL HIGHLIGHTS (CONCLUDED) <Table> <Caption> SIX MONTHS ENDED YEAR ENDED 10/31 4/30/2004 ---------------------------------------------------------- (UNAUDITED) 2003 2002 2001 2000 1999 PER SHARE OPERATING PERFORMANCE (CLASS Y SHARES) NET ASSET VALUE, BEGINNING OF PERIOD $ 12.70 $ 10.82 $ 13.07 $ 16.50 $ 16.25 $ 14.57 =========== ======== ======== ======== ======== ======== Investment operations Net investment income(a) .09 .17 .18 .22 .30 .26 Net realized and unrealized gain (loss) .89 2.36 (1.59) (1.97) 2.01 2.65 ----------- -------- -------- -------- -------- -------- Total from investment operations .98 2.53 (1.41) (1.75) 2.31 2.91 ----------- -------- -------- -------- -------- -------- Distributions to shareholders from: Net investment income (.12) (.24) (.27) (.29) (.30) (.28) Net realized gain -(d) (.41) (.57) (1.39) (1.76) (.95) ----------- -------- -------- -------- -------- -------- Total distributions (.12) (.65) (.84) (1.68) (2.06) (1.23) ----------- -------- -------- -------- -------- -------- NET ASSET VALUE, END OF PERIOD $ 13.56 $ 12.70 $ 10.82 $ 13.07 $ 16.50 $ 16.25 =========== ======== ======== ======== ======== ======== Total Return(b) 7.77%(c) 24.51% (11.96)% (11.64)% 15.52% 21.15% RATIOS TO AVERAGE NET ASSETS Expenses, including expense reductions .24%(c) .50% .47% .42% .44% .43% Expenses, excluding expense reductions .24%(c) .50% .47% .43% .46% .43% Net investment income .63%(c) 1.51% 1.46% 1.53% 1.96% 1.67% </Table> <Table> <Caption> SIX MONTHS ENDED YEAR ENDED 10/31 4/30/2004 ---------------------------------------------------------------------------- SUPPLEMENTAL DATA: (UNAUDITED) 2003 2002 2001 2000 1999 ================================================================================================================================== Net assets, end of period (000) $ 747,021 $ 557,591 $ 274,454 $ 215,165 $ 57,505 $ 48,649 Portfolio turnover rate 15.43% 42.58% 59.88% 77.18% 52.27% 62.30% ================================================================================================================================== </Table> (a) Calculated using average shares outstanding during the period. (b) Total return does not consider the effects of sales loads and assumes the reinvestment of all distributions. (c) Not annualized. (d) Amount is less than $.01. SEE NOTES TO FINANCIAL STATEMENTS. 14 <Page> NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 1. ORGANIZATION Lord Abbett Affiliated Fund, Inc. (the "Fund") is registered under the Investment Company Act of 1940 (the "Act") as a diversified, open-end management investment company organized in 1934 and was reincorporated under Maryland law on November 26, 1975. The Fund's investment objective is long-term growth of capital and income without excessive fluctuations in market value. The Fund offers five classes of shares: Classes A, B, C, P and Y, each with different expenses and dividends. A front-end sales charge is normally added to the Net Asset Value ("NAV") for Class A shares. There is no front-end sales charge in the case of the Class B, C, P and Y shares, although there may be a contingent deferred sales charge ("CDSC") as follows: certain redemptions of Class A shares made within 24 months following any purchases made without a sales charge; Class B shares redeemed before the sixth anniversary of purchase; and Class C shares redeemed before the first anniversary of purchase. Class B shares will convert to Class A shares on the eighth anniversary of the original purchase of Class B shares. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. 2. SIGNIFICANT ACCOUNTING POLICIES (a) INVESTMENT VALUATION-Securities traded on any recognized U.S. or non-U.S. exchange or on NASDAQ, Inc. are valued at the last sale price or official closing price on the exchange or system on which they are principally traded. Unlisted equity securities are valued at the last quoted sales price or, if no sales price is available, at the mean between the most recently quoted bid and asked prices. Securities for which market quotations are not readily available are valued at fair value as determined by management and approved in good faith by the Board of Directors. Short-term securities with 60 days or less remaining to maturity are valued using the amortized cost method, which approximates current market value. (b) SECURITY TRANSACTIONS-Security transactions are recorded as of the date that the securities are purchased or sold (trade date). Realized gains and losses on sales of portfolio securities are calculated using the identified-cost method. Realized and unrealized gains or losses are allocated to each class of shares based upon the relative proportion of net assets at the beginning of the day. (c) INVESTMENT INCOME-Dividend income is recorded on the ex-dividend date. Interest income is recorded on the accrual basis. Discounts are accreted and premiums are amortized using the effective interest method. Investment income is allocated to each class of shares based upon the relative proportion of net assets at the beginning of the day. (d) FEDERAL TAXES-It is the policy of the Fund to meet the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all taxable income and capital gains to its shareholders. Therefore, no federal income tax provision is required. (e) EXPENSES-Expenses, excluding class specific expenses, are allocated to each class of shares based upon the relative proportion of net assets at the beginning of the day. Class A, B, C and P shares bear all expenses and fees relating to their respective 12b-1 Distribution Plans. 15 <Page> NOTES TO FINANCIAL STATEMENTS (UNAUDITED)(CONTINUED) (f) SECURITIES LENDING-The Fund may lend securities to member banks of the Federal Reserve System and to registered broker/dealers approved by the Fund. The loans are collateralized at all times by cash and/or U.S. Treasury securities in an amount at least equal to 102% of the market value of domestic securities loaned (105% in the case of foreign securities loaned) as determined at the close of business on the preceding business day. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income. Lending portfolio securities could result in a loss or delay in recovering the Fund's securities if the borrower defaults. (g) REPURCHASE AGREEMENTS-The Fund may enter into repurchase agreements with respect to securities. A repurchase agreement is a transaction in which the Fund acquires a security and simultaneously commits to resell that security to the seller (a bank or securities dealer) at an agreed-upon price on an agreed-upon date. The Fund requires at all times that the repurchase agreement be collateralized by cash, U.S. Government securities or U.S. government sponsored enterprises securities having a value equal to, or in excess of, the value of the repurchase agreement. If the seller of the agreement defaults on its obligation to repurchase the underlying securities at a time when the value of those securities has declined, the Fund may incur a loss upon disposition of the securities. 3. MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES MANAGEMENT FEE The Fund has a management agreement with Lord, Abbett & Co. LLC ("Lord Abbett") pursuant to which Lord Abbett supplies the Fund with investment management services and executive and other personnel, pays the remuneration of officers, provides office space and pays for ordinary and necessary office and clerical expenses relating to research and statistical work and supervision of the Fund's investment portfolio. The management fee is based on average daily net assets at the following annual rates: <Table> - ---------------------------------- First $200 million .50% Next $300 million .40% Next $200 million .375% Next $200 million .35% Over $900 million .30% </Table> Lord Abbett provides certain administrative services to the Fund pursuant to an Administrative Services Agreement at an annual rate of .04% of the Fund's average daily net assets. 12b-1 DISTRIBUTION PLAN The Fund has adopted a distribution plan with respect to one or more classes of shares pursuant to Rule 12b-1 of the Act, which provides for the payment of ongoing distribution and service fees to Lord Abbett Distributor LLC ("Distributor"), an affiliate of Lord Abbett. The fees are accrued daily at annual rates based upon average daily net assets as follows: <Table> <Caption> FEE CLASS A CLASS B CLASS C CLASS P - -------------------------------------------------------------------------- Service .25%(1) .25% .25% .20% Distribution .10%(2) .75% .75% .25% </Table> (1) Annual service fee on shares sold prior to June 1, 1990 is .15% of the average daily net assets attributable to Class A. (2) In addition, the Fund pays a one-time distribution fee of up to 1% on certain qualifying purchases, which is generally amortized over a two-year period. The Fund collected $13,204 of CDSCs for the six months ended April 30, 2004. Class Y does not have a distribution plan. 16 <Page> NOTES TO FINANCIAL STATEMENTS (UNAUDITED)(CONTINUED) COMMISSIONS Distributor received the following commissions on sales of Class A shares of the Fund, after concessions were paid to authorized dealers, for the six months ended April 30, 2004: <Table> <Caption> DISTRIBUTOR COMMISSIONS DEALERS' CONCESSIONS - ----------------------------------------------- $ 4,500,953 $ 24,923,062 </Table> One Director and certain of the Fund's officers have an interest in Lord Abbett. The Fund and certain other funds managed by Lord Abbett (the "Underlying Funds") have entered into a Servicing Arrangement with Balanced Series of Lord Abbett Investment Trust ("Balanced Series") pursuant to which each Underlying Fund pays a portion of the expenses of Balanced Series in proportion to the average daily value of Underlying Fund shares owned by Balanced Series. 4. DISTRIBUTIONS AND CAPITAL LOSS CARRYFORWARD Dividends from net investment income, if any, are declared and paid quarterly. Taxable net realized gains from investment transactions, reduced by capital loss carryforwards, if any, are declared and distributed to shareholders at least annually. The capital loss carryforward amount is available to offset future net capital gains. Dividends and distributions to shareholders are recorded on the ex-dividend date. The amount of dividends and distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations which may differ from accounting principles generally accepted in the United States of America. 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 components of net assets based on their federal tax basis treatment; temporary differences do not require reclassification. Dividends and distributions which exceed net investment income and net realized capital gains for tax purposes are reported as distributions of paid-in capital. The tax character of distributions paid during the six months ended April 30, 2004 and the fiscal year ended October 31, 2003 are as follows: <Table> <Caption> 4/30/2004 (UNAUDITED) 10/31/2003 - ---------------------------------------------------------------------- Distributions paid from: Ordinary Income $ 110,228,327 $ 200,136,442 Net long term capital gains 2,084,609 408,879,311 - ---------------------------------------------------------------------- Total taxable distributions $ 112,312,936 $ 609,015,753 ====================================================================== </Table> As of April 30, 2004, the aggregate unrealized security gains and losses based on cost for U.S. federal income tax purposes are as follows: <Table> Tax cost $ 15,212,520,164 - ---------------------------------------------------------------------- Gross unrealized gain 2,440,938,422 Gross unrealized loss (480,587,198) - ---------------------------------------------------------------------- Net unrealized security gain $ 1,960,351,224 ====================================================================== </Table> The difference between book-basis and tax-basis unrealized gains is primarily attributable to wash sales and other temporary tax adjustments. 17 <Page> NOTES TO FINANCIAL STATEMENTS (UNAUDITED)(CONTINUED) 5. PORTFOLIO SECURITIES TRANSACTIONS As of April 30, 2004, the value of securities loaned for the Fund is $363,958,060. These loans are collateralized by cash of $375,102,295, which is invested in a restricted money market account, and U.S. Treasury securities with a value of $214,625 for a total of $375,316,920. In connection with the securities lending program, State Street Bank and Trust Company ("SSB") received fees of $263,839 for the six months ended April 30, 2004, which are netted against securities lending income on the Statement of Operations. Purchases and sales of investment securities (other than short-term investments) for the six months ended April 30, 2004 are as follows: <Table> PURCHASES SALES - ----------------------------------------------- $ 3,678,447,100 $ 2,368,101,170 </Table> There were no purchases or sales of U.S. Government securities for the six months ended April 30, 2004. 6. DIRECTORS' REMUNERATION The Fund's officers and the one Director who are associated with Lord Abbett do not receive any compensation from the Fund for serving in such capacities. Outside Directors' fees are allocated among all Lord Abbett-sponsored funds based on the net assets of each fund. There is an equity based plan available to all outside Directors under which outside Directors must defer receipt of a portion of, and may elect to defer receipt of an additional portion of Directors' fees. The deferred amounts are treated as though equivalent dollar amounts have been invested proportionately in the funds. Such amounts and earnings accrued thereon are included in Directors' fees on the Statement of Operations and in Directors' fees payable on the Statement of Assets and Liabilities and are not deductible for U.S. federal income tax purposes until such amounts are paid. 7. EXPENSE REDUCTIONS The Fund has entered into arrangements with its transfer agent and custodian whereby credits realized as a result of uninvested cash balances are used to reduce a portion of the Fund's expenses. 8. LINE OF CREDIT The Fund, along with certain other funds managed by Lord Abbett, has available a $200,000,000 unsecured revolving credit facility ("Facility") from a consortium of banks, to be used for temporary or emergency purposes as an additional source of liquidity to fund redemptions of investor shares. Any borrowings under this Facility will bear interest at current market rates as defined in the agreement. The fee for this Facility is at an annual rate of .09%. At April 30, 2004, there were no loans outstanding pursuant to this Facility nor was the Facility utilized at any time during the six months then ended. 9. CUSTODIAN AND ACCOUNTING AGENT SSB is the Fund's custodian and accounting agent. SSB performs custodian, accounting and record keeping functions relating to portfolio transactions and calculating the Fund's NAV. 18 <Page> NOTES TO FINANCIAL STATEMENTS (UNAUDITED)(CONTINUED) 10. TRANSACTIONS WITH AFFILIATED ISSUER An affiliated issuer is one in which the Fund had ownership of at least 5% of the voting securities at any time during the period. The Fund had the following transactions with an affiliated issuer during the six months ended April 30, 2004: <Table> <Caption> BALANCE OF BALANCE OF NET REALIZED LOSS SHARES HELD GROSS GROSS SHARES HELD VALUE AT PERIOD ENDED AFFILIATE AT 10/31/2003 PURCHASES SALES AT 4/30/2004 4/30/2004 4/30/2004 - ------------------------------------------------------------------------------------------------------------------- Delta Air Lines, Inc. 5,945,625 1,240,300 (3,818,875) 3,367,050 $ 20,943,051 $ (17,127,239) </Table> 11. INVESTMENT RISKS The Fund is subject to the general risks and considerations associated with equity investing as well as the particular risks associated with value stocks. The value of an investment will fluctuate in response to movements in the stock market in general, and to the changing prospects of individual companies in which the Fund invests. Large company value stocks may perform differently than the market as a whole and other types of stocks, such as small company stocks and growth stocks. Different types of stocks tend to shift in and out of favor depending on market and economic conditions. The market may fail to recognize the intrinsic value of particular value stocks for a long time. In addition, if the Fund's assessment of a company's value or prospects for exceeding earnings expectations or market conditions is wrong, the Fund could suffer losses or produce poor performance relative to other funds, even in a rising market. These factors can affect Fund performance. 19 <Page> NOTES TO FINANCIAL STATEMENTS (UNAUDITED)(CONCLUDED) 12. SUMMARY OF CAPITAL TRANSACTIONS The Fund has authorized 2.5 billion shares of $.001 par value capital stock designated as follows: 1.6 billion Class A shares, 300 million Class B shares, 300 million Class C shares, 200 million Class P shares and 100 million Class Y shares. <Table> <Caption> SIX MONTHS ENDED YEAR ENDED APRIL 30, 2004 (UNAUDITED) OCTOBER 31, 2003 - ---------------------------------------------------------------------------------------------------------- CLASS A SHARES SHARES AMOUNT SHARES AMOUNT - ---------------------------------------------------------------------------------------------------------- SHARES SOLD 116,158,877 $ 1,556,375,398 144,313,946 $ 1,632,410,156 REINVESTMENT OF DISTRIBUTIONS 5,794,338 76,120,042 37,706,619 411,354,108 SHARES REAQUIRED (49,291,455) (665,829,238) (98,730,342) (1,088,894,839) - ---------------------------------------------------------------------------------------------------------- INCREASE 72,661,760 $ 966,666,202 83,290,223 $ 954,869,425 - ---------------------------------------------------------------------------------------------------------- CLASS B SHARES - ---------------------------------------------------------------------------------------------------------- SHARES SOLD 9,502,545 $ 128,786,624 20,461,545 $ 230,700,867 REINVESTMENT OF DISTRIBUTIONS 351,694 4,621,750 3,431,912 37,502,812 SHARES REAQUIRED (5,670,957) (77,034,361) (12,491,500) (137,525,209) - ---------------------------------------------------------------------------------------------------------- INCREASE 4,183,282 $ 56,374,013 11,401,957 $ 130,678,470 - ---------------------------------------------------------------------------------------------------------- CLASS C SHARES - ---------------------------------------------------------------------------------------------------------- SHARES SOLD 20,508,021 $ 277,386,148 27,433,164 $ 311,216,548 REINVESTMENT OF DISTRIBUTIONS 216,610 2,843,665 1,896,726 20,699,243 SHARES REAQUIRED (5,793,058) (78,474,033) (11,792,406) (130,952,342) - ---------------------------------------------------------------------------------------------------------- INCREASE 14,931,573 $ 201,755,780 17,537,484 $ 200,963,449 - ---------------------------------------------------------------------------------------------------------- CLASS P SHARES - ---------------------------------------------------------------------------------------------------------- SHARES SOLD 6,356,732 $ 85,952,747 8,924,945 $ 101,342,808 REINVESTMENT OF DISTRIBUTIONS 59,801 785,906 201,112 2,204,293 SHARES REAQUIRED (1,549,218) (20,922,436) (2,607,134) (28,911,513) - ---------------------------------------------------------------------------------------------------------- INCREASE 4,867,315 $ 65,816,217 6,518,923 $ 74,635,588 - ---------------------------------------------------------------------------------------------------------- CLASS Y SHARES - ---------------------------------------------------------------------------------------------------------- SHARES SOLD 12,367,563 $ 164,977,673 19,580,241 $ 214,883,392 REINVESTMENT OF DISTRIBUTIONS 448,839 5,913,318 1,701,205 18,674,551 SHARES REAQUIRED (1,634,166) (22,010,698) (2,738,625) (29,996,715) - ---------------------------------------------------------------------------------------------------------- INCREASE 11,182,236 $ 148,880,293 18,542,821 $ 203,561,228 - ---------------------------------------------------------------------------------------------------------- </Table> 20 <Page> HOUSEHOLDING The Fund has adopted a policy that allows it to send only one copy of the Fund's Prospectus, proxy material, annual report and semi-annual report to certain shareholders residing at the same "household." This reduces Fund expenses, which benefits you and other shareholders. If you need additional copies or do not want your mailings to be "householded," please call Lord Abbett at 800-821-5129 or send a written request with your name, the name of your fund or funds and your account number or numbers to Lord Abbett Family of Funds, P.O. Box 219336, Kansas City, MO 64121. PROXY VOTING POLICIES AND PROCEDURES A description of the policies and procedures that Lord Abbett uses to vote proxies related to the Fund's portfolio securities is available without charge, upon request, (i) by calling 888-522-2388; (ii) on Lord Abbett's web site at www.LordAbbett.com, and (iii) on the Securities and Exchange Commission's ("SEC") website at www.sec.gov. SHAREHOLDER REPORTS AND QUARTERLY PORTFOLIO DISCLOSURE The Fund will be required to file its complete schedule of portfolio holdings with the SEC for its first and third fiscal quarters on Form N-Q for fiscal quarters ending on or after July 9, 2004. Once filed, the Fund's Forms N-Q will be available without charge, upon request on the SEC's website at www.sec.gov and may be available by calling Lord Abbett at 800-821-5129; or on Lord Abbett's website at www.LordAbbett.com. You can also obtain copies of Form N-Q by (i) visiting the SEC's Public Reference Room in Washington, DC (information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330); (ii) sending your request and a duplicating fee to the SEC's Public Reference Room, Washington, DC 20549-0102; or (iii) sending your request electronically to publicinfo@sec.gov. 21 <Page> LORD ABBETT [LORD ABBETT LOGO] This report when not used for the general information of shareholders of the Fund is to be distributed only if preceded or accompanied by a current Fund prospectus. LORD ABBETT AFFILIATED FUND, INC. Lord Abbett Mutual Fund shares are distributed by: LAA-3-4/04 LORD ABBETT DISTRIBUTOR LLC (6/04) 90 Hudson Street - Jersey City, New Jersey 07302-3973 <Page> ITEM 2: CODE OF ETHICS. Not applicable ITEM 3: AUDIT COMMITTEE FINANCIAL EXPERT. Not applicable. ITEM 4-8: [RESERVED] ITEM 9: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. Not Applicable. ITEM 10: CONTROLS AND PROCEDURES. (a) Based on their evaluation of the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) as of June 21, 2004, the Chief Executive Officer and Chief Financial Officer of the Registrant have concluded that such disclosure controls and procedures are reasonably designed and effective to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to them by others within those entities. (b) There were no significant changes in the Registrant's internal controls over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the Registrant's last fiscal half-year that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting. ITEM 11: EXHIBITS. ITEM 11(a): NOT APPLICABLE. ITEM 11(b): (i) Certification of each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2 under the Act (17 CFR 270.30a-2) is attached hereto as a part of EX-99.CERT. (ii) Certification of each principal executive officer and principal financial officer of the registrant as required by Section 906 of the Sarbanes-Oxley Act of 2002 is attached hereto as a part of EX-99.906CERT. <Page> SIGNATURES Pursuant to the requirements of the Securities and 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. Lord Abbett Affiliated Fund, Inc. /s/Robert S. Dow ---------------- Robert S. Dow Chief Executive Officer, Chairman and President /s/Joan A. Binstock ------------------- Joan A. Binstock Chief Financial Officer and Vice President Date: June 21, 2004 <Page> Pursuant to the requirements of the Securities and 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. Lord Abbett Affiliated Fund, Inc. /s/Robert S. Dow ---------------- Robert S. Dow Chief Executive Officer, Chairman and President /s/Joan A. Binstock ------------------- Joan A. Binstock Chief Financial Officer and Vice President Date: June 21, 2004