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 811-09293 Davis Variable Account Fund, Inc. (Exact name of registrant as specified in charter) 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 (Address of principal executive offices) Thomas D. Tays Davis Selected Advisers, LP 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 (Name and address of agent for service) Registrant's telephone number, including area code: (520) 806-7600 Date of fiscal year end: December 31 Date of reporting period: December 31, 2004 ITEM 1. REPORTS TO STOCKHOLDERS ANNUAL REPORT DECEMBER 31, 2004 DAVIS VALUE PORTFOLIO DAVIS FINANCIAL PORTFOLIO DAVIS REAL ESTATE PORTFOLIO (PORTFOLIOS OF DAVIS VARIABLE ACCOUNT FUND, INC.) [DAVIS FUNDS LOGO] OVER 35 YEARS OF RELIABLE INVESTING(TM) TABLE OF CONTENTS Management's Discussion and Analysis: Davis Value Portfolio.............................................. 2 Davis Financial Portfolio.......................................... 3 Davis Real Estate Portfolio........................................ 4 Fund Performance and Supplementary Information: Davis Value Portfolio.............................................. 7 Davis Financial Portfolio.......................................... 10 Davis Real Estate Portfolio........................................ 13 Schedule of Investments: Davis Value Portfolio.............................................. 17 Davis Financial Portfolio.......................................... 21 Davis Real Estate Portfolio........................................ 23 Statements of Assets and Liabilities........................................ 26 Statements of Operations.................................................... 27 Statements of Changes in Net Assets......................................... 28 Notes to Financial Statements............................................... 30 Financial Highlights: Davis Value Portfolio.............................................. 35 Davis Financial Portfolio.......................................... 36 Davis Real Estate Portfolio........................................ 37 Report of Independent Registered Public Accounting Firm..................... 38 Fund Information............................................................ 39 Directors and Officers...................................................... 40 DAVIS VARIABLE ACCOUNT FUND, INC. 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ MANAGEMENT'S DISCUSSION AND ANALYSIS MARKET ENVIRONMENT During the year ended December 31, 2004, the stock market, as measured by the Standard & Poor's 500(R) Index(1), returned 10.88%. U.S. economic activity, as measured by the gross domestic product, rose sharply in the first two quarters before falling sharply in the third quarter of 2004. Interest rates, as measured by the 10-year Treasury bond, trended downward over the first three months, rose over the next three months then slowly declined over the last half of the year. After trending sideways during the first seven months of the year, the S&P 500(R) Index went on a sustained rally over the last five months of 2004. DAVIS VALUE PORTFOLIO PERFORMANCE OVERVIEW Davis Value Portfolio returned 12.33% for the year ended December 31, 2004(2), compared with a return of 10.88% for the Standard & Poor's 500(R) Index(1). The Portfolio had more invested in financial service companies than in any other single sector. The financial service companies that the Portfolio owned out-performed the S&P 500(R) Index. Contributors(3) to performance included American Express(4), Loews, and Moody's. Over the year ended December 31, 2004, American Express increased by 17.60%, Loews increased by 43.59%, and Moody's increased by 44.06%. Energy companies represented one of the Portfolio's largest sector weightings. The energy companies that the Portfolio owned significantly out-performed the S&P 500(R) Index. Over the year ended December 31, 2004, ConocoPhillips increased by 35.60%, Devon Energy increased by 36.78%, and EOG Resources increased by 55.21%. Property and casualty insurance companies also represented one of the Portfolio's largest sector weightings, and short-term performance was hurt when these companies under-performed the S&P 500(R) Index. Over the year ended December 31, 2004, Berkshire Hathaway, Class A increased by 4.33% and Progressive increased by 1.63%. The health care companies that the Portfolio owned under-performed the S&P 500(R) Index in 2004. The most important contributor in this sector was Cardinal Health, which increased by 15.95% since being purchased in July 2004. The most important detractors from performance were Eli Lilly, which decreased by 17.55% over the year ended December 31, 2004, and Pfizer, which decreased by 25.02% before being sold in December 2004. Davis Advisors investment strategy is driven by individual stock selection in which we attempt to construct a portfolio that is not optimized to a single set of economic conditions. We invest the Portfolio's assets one company at a time. The resulting investment portfolio does not resemble the S&P 500(R) Index. Other important contributors to performance included: Tyco International, a diversified manufacturing company, Altria Group, a consumer products company, and Costco, a discount retailing company. Over the year ended December 31, 2004, Tyco International increased by 35.41%, Altria Group increased by 18.38%, and Costco increased by 31.15%. All three companies were among the Portfolio's ten largest holdings at the end of the year. 2 DAVIS VARIABLE ACCOUNT FUND, INC. 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED PERFORMANCE OVERVIEW - CONTINUED Other important detractors from performance included: Fifth Third Bancorp, a banking and savings & loan company, H&R Block, a financial service company, and Marsh & McLennan, an insurance brokerage company. Over the year ended December 31, 2004, Fifth Third Bancorp decreased by 17.93% and H&R Block decreased by 9.99%. Marsh & McLennan decreased by 25.46% since being purchased in June 2004. DAVIS FINANCIAL PORTFOLIO PERFORMANCE OVERVIEW Davis Financial Portfolio returned 10.32% for the year ended December 31, 2004(2), compared with a return of 10.88% for the Standard & Poor's 500(R) Index(1). Financial companies are subdivided into several sectors. As a group, these sectors kept pace with the S&P 500(R) Index, neither out-performing, nor under-performing the Index by a significant margin. Financial companies making important contributions(3) to the Portfolio's relative performance included three companies in the financial services sector: American Express(4), Moody's, and Loews. Over the year ended December 31, 2004, American Express increased by 17.60%, Moody's increased by 44.06%, and Loews increased by 43.59%. Another financial service company, H&R Block, decreased by 9.99% over the year ended December 31, 2004 and was one of the more important detractors from relative performance. Markel, a property and casualty insurance company, increased by 43.58% over the year ended December 31, 2004. In 2004 the Portfolio also invested in non-financial companies. Tyco International, a diversified manufacturing company, increased by 35.41% over the year ended December 31, 2004 and was an important contributor to performance. Sealed Air, an industrial company, decreased by 1.61% over the same time period and was an important detractor from performance. The Portfolio's largest sector weightings were in financial services, banks and savings & loan associations, and property/casualty insurance. The Portfolio's financial service holdings and property/casualty insurance holdings out-performed the S&P 500(R) Index, but the Portfolio's banks and savings & loan holdings under-performed the Index. Among the companies detracting from the Portfolio's performance relative to the S&P 500(R) Index were: Julius Baer, an investment firm, Fifth Third Bancorp, a banking and savings & loan company, Transatlantic Holdings, a reinsurance company, and China Life, a life insurance company. Over the year ended December 31, 2004, Julius Baer decreased by 9.42%, Fifth Third Bancorp decreased by 17.93%, Transatlantic Holdings decreased by 3.77%, and China Life decreased by 19.81%. We continue to believe that long-term demographics favor financial services companies. The Portfolio's investment strategy is to perform extensive research to buy companies with expanding earnings at value prices and hold them for the long term. We believe that performance should be evaluated over long periods of time and are strong supporters of long-term buy-and-hold investing. 3 DAVIS VARIABLE ACCOUNT FUND, INC. 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED DAVIS REAL ESTATE PORTFOLIO PERFORMANCE OVERVIEW Davis Real Estate Portfolio returned 33.35% for the year ended December 31, 2004(2), compared with a return of 34.78% for the Dow Jones Wilshire Real Estate Securities Index(1). The Portfolio's largest real estate sector weightings were in office space REITs and shopping center REITs. The Portfolio's shopping center REITs out-performed the Dow Jones Wilshire Real Estate Securities Index, while the Portfolio's office space REITs under-performed the Index. Over the year ended December 31, 2004, SL Green Realty(4), an office space REIT, increased by 53.52% and Developers Diversified, a shopping center REIT, increased 38.86%. Other companies contributing(3) to performance relative to the Dow Jones Wilshire Real Estate Securities Index included: two industrial REITs, Centerpoint Properties and ProLogis, and Vornado Realty Trust, a diversified REIT. Over the year ended December 31, 2004, Centerpoint Properties increased by 32.93%, ProLogis increased by 41.03%, and Vornado Realty Trust increased by 46.53%. All three companies were among the Portfolio's ten largest holdings at the end of the year. Starwood Hotels & Resorts, a hotel & lodging company, also increased by 64.71% over the year ended December 31, 2004. The individual companies detracting the most from performance relative to the Dow Jones Wilshire Real Estate Securities Index were: Affordable Residential Communities, a manufactured home REIT, Equity Office Properties, an office space REIT, and Home Properties, an apartment REIT. Affordable Residential Communities decreased by 20.81% while it was held in the Portfolio. Equity Office Properties decreased by 8.89% prior to being sold in April 2004. Home Properties decreased by 4.68% prior to being sold in May 2004. In the strong bull market, cash holdings were also a drag on relative performance. The Portfolio's investment strategy is to seek out growing real estate companies (principally REITs) that can be purchased at value prices and held for the long-term. - ------------------------------ This Annual Report is authorized for use by existing shareholders. Prospective shareholders must receive a current Davis Variable Account Funds prospectus, which contains more information about investment strategies, risks, charges, and expenses. Please read the prospectus carefully before investing or sending money. Davis Value Portfolio's investment objective is long-term growth of capital. There can be no assurance that the Portfolio will achieve its objective. The primary risks of an investment in Davis Value Portfolio are: (1) market risk, (2) company risk, (3) headline risk, and (4) selection risk. See the prospectus for a full description of each risk. 4 DAVIS VARIABLE ACCOUNT FUND, INC. 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED Davis Financial Portfolio's investment objective is long-term growth of capital. There can be no assurance that the Portfolio will achieve its objective. The primary risks of an investment in Davis Financial Portfolio are: (1) market risk, (2) company risk, (3) headline risk, (4) selection risk, and (5) concentrated financial services portfolio risk. See the prospectus for a full description of each risk. Davis Financial Portfolio concentrates its investments in the financial sector, and it may be subject to greater risks than a portfolio that does not concentrate its investments in a particular sector. The Portfolio's investment performance, both good and bad, is expected to reflect the economic performance of the financial sector more than a portfolio that does not concentrate its portfolio. Davis Real Estate Portfolio's investment objective is total return through a combination of growth and income. There can be no assurance that the Portfolio will achieve its objective. The primary risks of an investment in Davis Real Estate Portfolio are: (1) market risk, (2) company risk, (3) small and medium capitalization risk, (4) headline risk, (5) selection risk, (6) focused portfolio risk, and (7) concentrated real estate portfolio risk. See the prospectus for a full description of each risk. Davis Real Estate Portfolio concentrates its investments in the real estate sector, and it may be subject to greater risks than a portfolio that does not concentrate its investments in a particular sector. The Portfolio's investment performance, both good and bad, is expected to reflect the economic performance of the real estate sector much more than a portfolio that does not concentrate its portfolio. Davis Real Estate Portfolio is allowed under its charter to focus its investments in fewer companies, and it may be subject to greater risks than a more diversified portfolio that is not allowed to focus its investments in a few companies. Should the portfolio manager determine that it is prudent to focus the Portfolio's portfolio in a few companies, the Portfolio's investment performance, both good and bad, is expected to reflect the economic performance of its more focused portfolio. (1) The definitions of indices quoted in this report appear below. Investments cannot be made directly in the indices. I. The S&P 500(R) Index is an unmanaged index of 500 selected common stocks, most of which are listed on the New York Stock Exchange. The Index is adjusted for dividends, weighted towards stocks with large market capitalizations, and represents approximately two-thirds of the total market value of all domestic common stocks. II. The Dow Jones Wilshire Real Estate Securities Index is a broad measure of the performance of publicly traded real estate securities, such as Real Estate Investment Trusts (REITs) and Real Estate Operating Companies (REOCs). The Index is capitalization-weighted. The beginning date was January 1, 1978, and the Index is rebalanced monthly and returns are calculated on a buy and hold basis. 5 DAVIS VARIABLE ACCOUNT FUND, INC. 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED (2) Total return assumes reinvestment of dividends and capital gain distributions. Past performance is not a guarantee of future results. Investment return and principal value will vary so that, when redeemed, an investor's shares may be worth more or less than when purchased. The following table lists the average annual total returns for the periods ended December 31, 2004. - -------------------------------------------------------------------------------- PORTFOLIO NAME 1-YEAR 5-YEAR INCEPTION (July 1, 1999) - -------------------------------------------------------------------------------- Davis Value Portfolio 12.33% 3.63% 3.78% - -------------------------------------------------------------------------------- Davis Financial Portfolio 10.32% 7.31% 5.18% - -------------------------------------------------------------------------------- Davis Real Estate Portfolio 33.35% 20.24% 15.78% - -------------------------------------------------------------------------------- Performance numbers are net of all portfolio operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total return would be lower. Portfolio performance changes over time and current performance may be higher or lower than stated. For more current information please call Davis Funds Shareholder Services at 1-800-279-0279. (3) A company's or sector's contribution to the Portfolio's performance is a product both of its appreciation or depreciation and it's weighting within the portfolio. For example, a 5% holding that rises 20% has twice as much impact as a 1% holding that rises 50%. (4) This Management Discussion & Analysis discusses a number of individual companies. The information provided in this report does not provide information reasonably sufficient upon which to base an investment decision and should not be considered a recommendation to purchase or sell any particular security. The schedule of investments lists each Portfolio's holdings of each company discussed. Shares of the Davis Variable Account Funds are not deposits or obligations of any bank, are not guaranteed by any bank, are not insured by the FDIC or any other agency, and involve investment risks, including possible loss of the principal amount invested. 6 DAVIS VARIABLE ACCOUNT FUND, INC. FUND OVERVIEW DAVIS VALUE PORTFOLIO At December 31, 2004 ================================================================================ PORTFOLIO MAKEUP (% OF FUND NET ASSETS) [GRAPHIC OMITTED] Short Term Investments, Other Assets & Liabilities 2.0% Common Stocks 98.0% SECTOR WEIGHTINGS (% OF STOCK HOLDINGS) [GRAPHIC OMITTED] Banks and Savings & Loan 12.7% Consumer Products 5.5% Diversified Manufacturing 4.2% Energy 9.1% Technology 2.7% Health Care 4.1% Financial Services 20.8% Food/Beverage & Restaurant 3.4% Industrial 3.0% Discount Retailer 3.5% Insurance 16.6% Cable Television 3.6% Other 10.8% TOP 10 HOLDINGS STOCK SECTOR % OF FUND NET ASSETS - ----------------------------------------------------------------------------------------------------------- American Express Co. Financial Services 6.97% Altria Group, Inc. Consumer Products 5.33% American International Group, Inc. Multi-Line Insurance 4.72% Berkshire Hathaway Inc., Class A Property/Casualty Insurance 4.69% Tyco International Ltd. Diversified Manufacturing 4.12% HSBC Holdings PLC Banks and Savings & Loan Associations 3.51% Comcast Corp., Special Class A Cable Television 3.50% Costco Wholesale Corp. Discount Retailer 3.40% Wells Fargo & Co. Banks and Savings & Loan Associations 3.35% JPMorgan Chase & Co. Financial Services 3.32% 7 DAVIS VARIABLE ACCOUNT FUND, INC. PORTFOLIO ACTIVITY DAVIS VALUE PORTFOLIO January 1, 2004 through December 31, 2004 ================================================================================ NEW POSITIONS ADDED (1/1/04-12/31/04) (Highlighted positions are those greater than 0.99% of 12/31/04 total net assets) DATE OF 1ST % OF 12/31/04 SECURITY SECTOR PURCHASE FUND NET ASSETS - ------------------------------------------------------------------------------------------------------------------ Cardinal Health, Inc. Health Care 07/14/04 1.29% Comcast Corp., Special Class A Cable Television 01/14/04 3.50% Hunter Douglas NV Manufacturing 10/18/04 0.02% IAC/InterActiveCorp E-Commerce/Services 08/04/04 0.56% Iron Mountain Inc. Business Services 09/21/04 0.94% Marsh & McLennan Cos, Inc. Insurance Brokers 06/28/04 1.05% Nokia Oyj, ADR Telecommunications 04/14/04 0.30% Rentokil Initial PLC Diversified Commercial Services 01/13/04 0.41% SK Telecom Co., Ltd., ADR Telecommunications 04/14/04 0.49% Transocean Inc. Energy 01/23/04 0.74% POSITIONS CLOSED (1/1/04-12/31/04) (Gains and losses greater than $550,000 are highlighted) DATE OF SECURITY SECTOR FINAL SALE GAIN/(LOSS) - -------------------------------------------------------------------------------------------------------------------- Agere Systems Inc., Class A Electronics 11/17/04 $ (1,720,194) Janus Capital Group Inc. Investment Firms 04/29/04 (537,837) Kraft Foods Inc., Class A Food/Beverage & Restaurant 08/10/04 (294,753) Marriott International, Inc., Class A Hotels & Motels 08/30/04 672,530 Merck & Co., Inc. Health Care 07/29/04 (346,408) Pfizer Inc. Health Care 12/22/04 (873,244) 8 DAVIS VARIABLE ACCOUNT FUND, INC. DAVIS VALUE PORTFOLIO FUND PERFORMANCE ================================================================================ - -------------------------------------------------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURN EXPENSE EXAMPLE FOR THE PERIODS ENDED DECEMBER 31, 2004 BEGINNING ENDING EXPENSES PAID ACCOUNT VALUE ACCOUNT VALUE DURING PERIOD* (07/01/04) (12/31/04) (07/01/04-12/31/04) ---------- ---------- ------------------- One Year................................ 12.33% Actual............... $1,000.00 $1,075.49 $4.23 Five Years.............................. 3.63% Hypothetical (5% Life of Fund (July 1, 1999 return before through December 31, 2004)......... 3.78% expenses).......... $1,000.00 $1,021.06 $4.12 - -------------------------------------------------------------------------------------------------------------------------- *Expenses are equal to the Fund's annualized expense ratio (0.81%), multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). See Notes to Performance on page 16 for a description of the "Expense Example". $10,000 INVESTED AT COMMENCEMENT OF OPERATIONS. Let's say you invested $10,000 in Davis Value Portfolio on July 1, 1999 (commencement of operations). As the chart below shows, by December 31, 2004 the value of your investment would have grown to $12,269 - a 22.69% increase on your initial investment. For comparison, look at how the Standard & Poor's 500(R) Stock Index did over the same period. With dividends reinvested, the same $10,000 investment would have been $9,532 - a 4.68% decrease. [GRAPHIC OMITTED] S&P 500 DVP ----------- ------------ 7/1/99 $ 10,000.00 $ 10,000.00 12/31/99 $ 10,706.00 $ 10,263.57 12/31/00 $ 9,732.00 $ 11,218.07 12/31/01 $ 8,576.00 $ 10,052.32 12/31/02 $ 6,681.00 $ 8,417.83 12/31/03 $ 8,597.00 $ 10,922.65 12/31/04 $ 9,532.00 $ 12,269.47 The Standard & Poor's 500(R) Stock Index is an unmanaged index of 500 selected common stocks, most of which are listed on the New York Stock Exchange. The Index is adjusted for dividends, weighted towards stocks with large market capitalization, and represents approximately two-thirds of the total market value of all domestic common stocks. The performance data for Davis Value Portfolio contained in this report represents past performance and assumes that all distributions were reinvested, and should not be considered as an indication of future performance from an investment in the Fund today. The investment return and principal value will fluctuate so that shares may be worth more or less than their original cost when redeemed. 9 DAVIS VARIABLE ACCOUNT FUND, INC. FUND OVERVIEW DAVIS FINANCIAL PORTFOLIO At December 31, 2004 ================================================================================ PORTFOLIO MAKEUP (% OF FUND NET ASSETS) [GRAPHIC OMITTED] Short Term Investments, Other Assets & Liabilities 7.6% Common Stocks 92.4% SECTOR WEIGHTINGS (% OF STOCK HOLDINGS) [GRAPHIC OMITTED] Banks and Savings & Loan 19.0% Diversified Manufacturing 4.6% Financial Services 36.3% Insurance 33.3% Other 6.8% TOP 10 HOLDINGS STOCK SECTOR % OF FUND NET ASSETS - ----------------------------------------------------------------------------------------------------------- American Express Co. Financial Services 9.93% Transatlantic Holdings, Inc. Reinsurance 6.57% Moody's Corp. Financial Services 4.93% Citigroup Inc. Financial Services 4.80% American International Group, Inc. Multi-Line Insurance 4.73% Golden West Financial Corp. Banks and Savings & Loan Associations 4.73% Fifth Third Bancorp Banks and Savings & Loan Associations 4.70% Berkshire Hathaway Inc., Class B Property/Casualty Insurance 4.39% Cincinnati Financial Corp. Property/Casualty Insurance 4.39% Tyco International Ltd. Diversified Manufacturing 4.27% 10 DAVIS VARIABLE ACCOUNT FUND, INC. PORTFOLIO ACTIVITY DAVIS FINANCIAL PORTFOLIO January 1, 2004 through December 31, 2004 ================================================================================ POSITIONS CLOSED (1/1/04-12/31/04) (Gains and losses greater than $100,000 are highlighted) DATE OF SECURITY SECTOR FINAL SALE GAIN/(LOSS) - -------------------------------------------------------------------------------------------------------------------- Aon Corp. Insurance Brokers 05/14/04 $ (263,058) Charles Schwab Corp. Financial Services 02/10/04 (59,013) Janus Capital Group Inc. Investment Firms 05/03/04 (569,682) 11 DAVIS VARIABLE ACCOUNT FUND, INC. DAVIS FINANCIAL PORTFOLIO FUND PERFORMANCE ================================================================================ - -------------------------------------------------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURN EXPENSE EXAMPLE FOR THE PERIODS ENDED DECEMBER 31, 2004 BEGINNING ENDING EXPENSES PAID ACCOUNT VALUE ACCOUNT VALUE DURING PERIOD* (07/01/04) (12/31/04) (07/01/04-12/31/04) ---------- ---------- ------------------- One Year................................ 10.32% Actual............... $1,000.00 $1,070.14 $4.42 Five Years.............................. 7.31% Hypothetical (5% Life of Fund (July 1, 1999 return before through December 31, 2004)......... 5.18% expenses).......... $1,000.00 $1,020.71 $4.32 - -------------------------------------------------------------------------------------------------------------------------- *Expenses are equal to the Fund's annualized expense ratio (0.85%), multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). See Notes to Performance on page 16 for a description of the "Expense Example". $10,000 INVESTED AT COMMENCEMENT OF OPERATIONS. Let's say you invested $10,000 in Davis Financial Portfolio on July 1, 1999 (commencement of operations). As the chart below shows, by December 31, 2004 the value of your investment would have grown to $13,210 - a 32.10% increase on your initial investment. For comparison, look at how the Standard & Poor's 500(R) Stock Index did over the same period. With dividends reinvested, the same $10,000 investment would have been $9,532 - a 4.68% decrease. [GRAPHIC OMITTED] S&P 500 DFP ------------ ------------ 7/1/99 $ 10,000.00 $ 10,000.00 12/31/99 $ 10,706.00 $ 9,282.62 12/31/00 $ 9,732.00 $ 12,157.43 12/31/01 $ 8,576.00 $ 10,896.24 12/31/02 $ 6,681.00 $ 9,061.29 12/31/03 $ 8,597.00 $ 11,974.80 12/31/04 $ 9,532.00 $ 13,210.28 The Standard & Poor's 500(R) Stock Index is an unmanaged index of 500 selected common stocks, most of which are listed on the New York Stock Exchange. The Index is adjusted for dividends, weighted towards stocks with large market capitalization, and represents approximately two-thirds of the total market value of all domestic common stocks. The performance data for Davis Financial Portfolio contained in this report represents past performance and assumes that all distributions were reinvested, and should not be considered as an indication of future performance from an investment in the Fund today. The investment return and principal value will fluctuate so that shares may be worth more or less than their original cost when redeemed. 12 DAVIS VARIABLE ACCOUNT FUND, INC. FUND OVERVIEW DAVIS REAL ESTATE PORTFOLIO At December 31, 2004 ================================================================================ PORTFOLIO MAKEUP (% OF FUND NET ASSETS) [GRAPHIC OMITTED] Short Term Investments, Preferred Stocks, Other Assets & Liabilities 10.3% Common Stocks 89.7% SECTOR WEIGHTINGS (% OF STOCK HOLDINGS) [GRAPHIC OMITTED] REITS 88.3% Shopping Centers 1.6% Diversified 4.2% Industrial 1.7% Residential/Commercial Building 2.6% Hotels & Lodging 1.6% TOP 10 HOLDINGS STOCK SECTOR % OF FUND NET ASSETS - ----------------------------------------------------------------------------------------------------------- Centerpoint Properties Trust Industrial (REITS) 6.62% SL Green Realty Corp. Office Space (REITS) 4.19% ProLogis Industrial (REITS) 4.12% Alexandria Real Estate Equities, Inc. Office Space (REITS) 3.66% Vornado Realty Trust Diversified (REITS) 3.64% Developers Diversified Realty Corp. Shopping Centers (REITS) 3.55% Catellus Development Corp. Industrial (REITS) 3.38% Forest City Enterprises, Inc., Class A Diversified 3.33% Essex Property Trust, Inc. Apartments (REITS) 3.29% General Growth Properties, Inc. Malls (REITS) 3.28% 13 DAVIS VARIABLE ACCOUNT FUND, INC. PORTFOLIO ACTIVITY DAVIS REAL ESTATE PORTFOLIO January 1, 2004 through December 31, 2004 ================================================================================ NEW POSITIONS ADDED (1/1/04-12/31/04) (Highlighted positions are those greater than 2.25% of 12/31/04 total net assets) DATE OF 1ST % OF 12/31/04 SECURITY SECTOR PURCHASE FUND NET ASSETS - ------------------------------------------------------------------------------------------------------------------ Affordable Residential Communities Inc. Manufactured Homes (REITS) 02/11/04 - Brandywine Realty Trust Office Space (REITS) 04/06/04 2.40% Brixton PLC Industrial 09/02/04 1.54% Camden Property Trust Apartments (REITS) 05/07/04 1.19% Capital Automotive REIT Specialty Retail (REITS) 06/09/04 2.97% Gramercy Capital Corp. Financial Services (REITS) 07/28/04 1.35% Kilroy Realty Corp. Office Space (REITS) 05/07/04 0.95% Liberty International PLC Shopping Centers 09/02/04 1.47% Mills Corp. Malls (REITS) 08/04/04 2.69% Pan Pacific Retail Properties, Inc. Shopping Centers (REITS) 06/29/04 2.87% St. Joe Co. Diversified 05/18/04 0.43% POSITIONS CLOSED (1/1/04-12/31/04) (Gains and losses greater than $150,000 are highlighted) DATE OF SECURITY SECTOR FINAL SALE GAIN/(LOSS) - ------------------------------------------------------------------------------------------------------------------- Affordable Residential Communities Inc. Manufactured Homes (REITS) 10/15/04 $ (142,930) Archstone-Smith Trust Apartments (REITS) 12/17/04 278,228 Avalonbay Communities, Inc. Apartments (REITS) 10/14/04 393,770 CBL & Associates Properties, Inc. Malls (REITS) 05/26/04 136,956 Chelsea Property Group, Inc. Outlet Centers (REITS) 08/20/04 984,305 Equity Office Properties Trust Office Space (REITS) 04/13/04 (84,283) Equity Residential Apartments (REITS) 04/13/04 187 Home Properties of New York, Inc. Apartments (REITS) 05/04/04 39,299 Liberty Property Trust Diversified (REITS) 05/10/04 187,280 Rayonier Inc. Forestry (REITS) 05/19/04 (7,159) Rouse Co. Malls (REITS) 11/15/04 573,284 14 DAVIS VARIABLE ACCOUNT FUND, INC. DAVIS REAL ESTATE PORTFOLIO FUND PERFORMANCE ================================================================================ - -------------------------------------------------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURN EXPENSE EXAMPLE FOR THE PERIODS ENDED DECEMBER 31, 2004 BEGINNING ENDING EXPENSES PAID ACCOUNT VALUE ACCOUNT VALUE DURING PERIOD* (07/01/04) (12/31/04) (07/01/04-12/31/04) ---------- ---------- ------------------- One Year................................ 33.35% Actual............... $1,000.00 $1,251.62 $4.98 Five Years.............................. 20.24% Hypothetical (5% Life of Fund (July 1, 1999 return before through December 31, 2004)......... 15.78% expenses).......... $1,000.00 $1,020.86 $4.47 - -------------------------------------------------------------------------------------------------------------------------- *Expenses are equal to the Fund's annualized expense ratio (0.88%), multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). See Notes to Performance on page 16 for a description of the "Expense Example". $10,000 INVESTED AT COMMENCEMENT OF OPERATIONS. Let's say you invested $10,000 in Davis Real Estate Portfolio on July 1, 1999 (commencement of operations). As the chart below shows, by December 31, 2004 the value of your investment would have grown to $22,419 - a 124.19% increase on your initial investment. For comparison, the Dow Jones Wilshire Real Estate Securities Index and the Standard & Poor's 500(R) Stock Index are also presented on the chart below. [GRAPHIC OMITTED] S&P 500 DJ Wilshire Real Estate Index DREP ----------- ----------------------------- ------------ 7/1/99 $ 10,000.00 $ 10,000.00 $ 10,000.00 12/31/99 $ 10,706.00 $ 9,075.00 $ 8,920.53 12/31/00 $ 9,732.00 $ 11,863.75 $ 11,001.85 12/31/01 $ 8,576.00 $ 13,103.51 $ 11,606.73 12/31/02 $ 6,681.00 $ 13,452.06 $ 12,290.85 12/31/03 $ 8,597.00 $ 18,440.09 $ 16,812.61 12/31/04 $ 9,532.00 $ 24,853.55 $ 22,419.13 The Dow Jones Wilshire Real Estate Securities Index is a broad measure of the performance of publicly traded real estate securities, such as Real Estate Investment Trusts (REITs) and Real Estate Operating Companies (REOCs). Investments cannot be made directly into the Index. The index used includes net dividends reinvested. The Standard & Poor's 500(R) Stock Index is an unmanaged index of 500 selected common stocks, most of which are listed on the New York Stock Exchange. The Index is adjusted for dividends, weighted towards stocks with large market capitalization, and represents approximately two-thirds of the total market value of all domestic common stocks. The performance data for Davis Real Estate Portfolio contained in this report represents past performance and assumes that all distributions were reinvested, and should not be considered as an indication of future performance from an investment in the Fund today. The investment return and principal value will fluctuate so that shares may be worth more or less than their original cost when redeemed. 15 DAVIS VARIABLE ACCOUNT FUND, INC. NOTES TO PERFORMANCE ================================================================================ THE FOLLOWING DISCLOSURE PROVIDES IMPORTANT INFORMATION REGARDING THE FUNDS' EXPENSE EXAMPLE, WHICH APPEARS IN EACH FUND'S PERFORMANCE SECTION IN THIS ANNUAL REPORT. PLEASE REFER TO THIS INFORMATION WHEN REVIEWING THE EXPENSE EXAMPLE FOR EACH FUND. EXAMPLE As a shareholder of the Fund, you incur ongoing costs only, including advisory and administrative fees and other Fund expenses. The Expense Example is intended to help you understand your ongoing costs (in dollars) of investing in each Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Expense Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period indicated, which for each Fund is from 07/01/04 to 12/31/04. Please note that the Expense Example is general and does not reflect charges imposed by your insurance company's separate account or account specific costs, which may increase your total costs of investing in the funds. If these charges or account specific costs were included in the Expense Example, the expenses would have been higher. ACTUAL EXPENSES The information represented in the row entitled "Actual" provides information about actual account values and actual expenses. You may use the information in this row, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading "Expenses Paid During Period" to estimate the expenses you paid for on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The information represented in the row entitled "Hypothetical (5% return before expenses)" provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only. Therefore, the information in the row entitled "Hypothetical (5% return before expenses)" is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. 16 DAVIS VARIABLE ACCOUNT FUND, INC. SCHEDULE OF INVESTMENTS DAVIS VALUE PORTFOLIO DECEMBER 31, 2004 VALUE SHARES SECURITY (NOTE 1) ============================================================================================================== COMMON STOCK - (97.98%) AUTOMOTIVE - (0.92%) 69,100 AutoZone, Inc.*.............................................................. $ 6,309,521 ------------- BANKS AND SAVINGS & LOAN ASSOCIATIONS - (12.47%) 186,000 Fifth Third Bancorp.......................................................... 8,805,240 359,000 Golden West Financial Corp. ................................................. 22,049,780 1,426,607 HSBC Holdings PLC............................................................ 24,024,499 162,000 Lloyds TSB Group PLC, ADR.................................................... 5,959,980 33,800 State Street Corp. .......................................................... 1,660,256 368,600 Wells Fargo & Co. ........................................................... 22,908,490 ------------- 85,408,245 ------------- BUILDING MATERIALS - (1.47%) 92,600 Martin Marietta Materials, Inc. ............................................. 4,968,916 93,800 Vulcan Materials Co. ........................................................ 5,122,418 ------------- 10,091,334 ------------- BUSINESS SERVICES - (1.76%) 94,400 D&B Corp.*................................................................... 5,630,960 211,200 Iron Mountain Inc.*.......................................................... 6,439,488 ------------- 12,070,448 ------------- CABLE TELEVISION - (3.50%) 729,200 Comcast Corp., Special Class A*.............................................. 23,983,388 ------------- CONSUMER PRODUCTS - (5.33%) 597,500 Altria Group, Inc. .......................................................... 36,507,250 ------------- DISCOUNT RETAILER - (3.40%) 480,700 Costco Wholesale Corp. ...................................................... 23,287,511 ------------- DIVERSIFIED COMMERCIAL SERVICES - (0.41%) 986,400 Rentokil Initial PLC......................................................... 2,792,169 ------------- DIVERSIFIED MANUFACTURING - (4.12%) 789,858 Tyco International Ltd. ..................................................... 28,229,525 ------------- E-COMMERCE/SERVICES - (0.56%) 138,200 IAC/InterActiveCorp*......................................................... 3,816,393 ------------- ENERGY - (8.96%) 185,371 ConocoPhillips............................................................... 16,095,764 376,000 Devon Energy Corp. .......................................................... 14,633,920 160,000 EOG Resources, Inc. ......................................................... 11,417,600 241,800 Occidental Petroleum Corp. .................................................. 14,111,448 119,500 Transocean Inc.*............................................................. 5,065,605 ------------- 61,324,337 ------------- FINANCIAL SERVICES - (19.56%) 846,700 American Express Co. ........................................................ 47,728,479 445,833 Citigroup Inc. .............................................................. 21,480,234 220,000 H&R Block, Inc. ............................................................. 10,780,000 17 DAVIS VARIABLE ACCOUNT FUND, INC. SCHEDULE OF INVESTMENTS DAVIS VALUE PORTFOLIO - (CONTINUED) DECEMBER 31, 2004 VALUE SHARES SECURITY (NOTE 1) ============================================================================================================== COMMON STOCK - (CONTINUED) FINANCIAL SERVICES - (CONTINUED) 582,648 JPMorgan Chase & Co. ........................................................ $ 22,729,098 196,800 Loews Corp. ................................................................. 13,835,040 107,300 Moody's Corp. ............................................................... 9,319,005 188,500 Providian Financial Corp.*................................................... 3,104,595 73,100 Takefuji Corp. .............................................................. 4,931,208 ------------- 133,907,659 ------------- FOOD/BEVERAGE & RESTAURANT - (3.34%) 176,000 Diageo PLC, ADR.............................................................. 10,186,880 209,140 Heineken Holding NV, Class A................................................. 6,299,261 115,400 Hershey Foods Corp. ......................................................... 6,409,316 ------------- 22,895,457 ------------- HEALTH CARE - (4.01%) 152,200 Cardinal Health, Inc. ....................................................... 8,850,430 116,600 Eli Lilly and Co. ........................................................... 6,617,050 218,300 HCA Inc. .................................................................... 8,723,268 65,000 Novartis AG, Registered...................................................... 3,264,242 ------------- 27,454,990 ------------- INDUSTRIAL - (2.94%) 378,500 Sealed Air Corp.*............................................................ 20,162,695 ------------- INSURANCE BROKERS - (1.78%) 211,200 Aon Corp. ................................................................... 5,039,232 217,500 Marsh & McLennan Cos, Inc. .................................................. 7,155,750 ------------- 12,194,982 ------------- INVESTMENT FIRMS - (0.78%) 96,600 Morgan Stanley............................................................... 5,363,232 ------------- LIFE INSURANCE - (0.61%) 65,800 Principal Financial Group, Inc. ............................................. 2,693,852 44,700 Sun Life Financial Inc. ..................................................... 1,499,238 ------------- 4,193,090 ------------- MANUFACTURING - (0.02%) 2,000 Hunter Douglas NV............................................................ 106,265 ------------- MEDIA - (1.67%) 124,700 Lagardere S.C.A. ............................................................ 8,963,621 44,600 WPP Group PLC, ADR........................................................... 2,440,735 ------------- 11,404,356 ------------- MULTI-LINE INSURANCE - (4.72%) 492,237 American International Group, Inc. .......................................... 32,325,204 ------------- PROPERTY/CASUALTY INSURANCE - (7.81%) 365 Berkshire Hathaway Inc., Class A*............................................ 32,083,500 42 Berkshire Hathaway Inc., Class B*............................................ 123,312 18 DAVIS VARIABLE ACCOUNT FUND, INC. SCHEDULE OF INVESTMENTS DAVIS VALUE PORTFOLIO - (CONTINUED) DECEMBER 31, 2004 VALUE SHARES SECURITY (NOTE 1) ============================================================================================================== COMMON STOCK - (CONTINUED) PROPERTY/CASUALTY INSURANCE - (CONTINUED) 28,700 Chubb Corp. ................................................................. $ 2,207,030 2,100 Markel Corp.*................................................................ 764,400 215,700 Progressive Corp. (Ohio)..................................................... 18,299,988 ------------- 53,478,230 ------------- PUBLISHING - (0.57%) 47,700 Gannett Co., Inc. ........................................................... 3,897,090 ------------- REAL ESTATE - (1.71%) 244,600 Centerpoint Properties Trust................................................. 11,713,894 ------------- REINSURANCE - (1.32%) 145,937 Transatlantic Holdings, Inc. ................................................ 9,023,285 ------------- TECHNOLOGY - (2.69%) 130,800 Lexmark International, Inc., Class A*........................................ 11,118,000 272,100 Microsoft Corp. ............................................................. 7,269,152 ------------- 18,387,152 ------------- TELECOMMUNICATIONS - (0.79%) 131,000 Nokia Oyj, ADR............................................................... 2,052,770 150,400 SK Telecom Co., Ltd., ADR.................................................... 3,346,400 ------------- 5,399,170 ------------- TRANSPORTATION - (0.76%) 60,600 United Parcel Service, Inc., Class B......................................... 5,178,876 ------------- Total Common Stock - (identified cost $539,097,865)...................... 670,905,748 ------------- 19 DAVIS VARIABLE ACCOUNT FUND, INC. SCHEDULE OF INVESTMENTS DAVIS VALUE PORTFOLIO - (CONTINUED) DECEMBER 31, 2004 VALUE PRINCIPAL SECURITY (NOTE 1) ============================================================================================================== SHORT TERM INVESTMENTS - (1.58%) $ 3,494,000 Goldman, Sachs & Co. Joint Repurchase Agreement, 2.25%, 01/03/05, dated 12/31/04, repurchase value of $3,494,655 (collateralized by: U.S. Government obligations in a pooled cash account, total market value $3,563,880)............................................ $ 3,494,000 3,882,000 Nomura Securities International, Inc. Joint Repurchase Agreement, 2.35%, 01/03/05, dated 12/31/04, repurchase value of $3,882,760 (collateralized by: U.S. Government obligations in a pooled cash account, total market value $3,959,640)............................................ 3,882,000 3,407,000 UBS Financial Services Inc. Joint Repurchase Agreement, 2.27%, 01/03/05, dated 12/31/04, repurchase value of $3,407,644 (collateralized by: U.S. Government obligations in a pooled cash account, total market value $3,475,140)............................................ 3,407,000 -------------- Total Short Term Investments - (identified cost $10,783,000)........ 10,783,000 -------------- Total Investments - (99.56%) - (identified cost $549,880,865) - (a).......... 681,688,748 Other Assets Less Liabilities - (0.44%)...................................... 3,034,189 -------------- Net Assets - (100%)...................................................... $ 684,722,937 ============== *Non-Income Producing Security. (a) Aggregate cost for Federal Income Tax purposes is $551,064,358. At December 31, 2004 unrealized appreciation (depreciation) of securities for Federal Income Tax purposes is as follows: Unrealized appreciation...................................................... $ 138,941,340 Unrealized depreciation...................................................... (8,316,950) -------------- Net unrealized appreciation.............................................. $ 130,624,390 ============== SEE NOTES TO FINANCIAL STATEMENTS 20 DAVIS VARIABLE ACCOUNT FUND, INC. SCHEDULE OF INVESTMENTS DAVIS FINANCIAL PORTFOLIO DECEMBER 31, 2004 VALUE SHARES SECURITY (NOTE 1) ============================================================================================================== COMMON STOCK - (92.35%) BANKS AND SAVINGS & LOAN ASSOCIATIONS - (17.56%) 68,200 Commerce Bancorp, Inc. ...................................................... $ 4,392,080 108,450 Fifth Third Bancorp.......................................................... 5,134,023 84,100 Golden West Financial Corp. ................................................. 5,165,422 72,400 Wells Fargo & Co. ........................................................... 4,499,660 ------------- 19,191,185 ------------- BUSINESS SERVICES - (2.40%) 44,000 D&B Corp.*................................................................... 2,624,600 ------------- CONSUMER PRODUCTS - (2.28%) 40,800 Altria Group, Inc. .......................................................... 2,492,880 ------------- DIVERSIFIED MANUFACTURING - (4.27%) 130,500 Tyco International Ltd. ..................................................... 4,664,070 ------------- FINANCIAL SERVICES - (31.42%) 192,500 American Express Co. ........................................................ 10,851,225 108,800 Citigroup Inc. .............................................................. 5,241,984 48,100 H&R Block, Inc. ............................................................. 2,356,900 92,948 JPMorgan Chase & Co. ........................................................ 3,625,902 61,800 Loews Corp. ................................................................. 4,344,540 62,000 Moody's Corp. .............................................................. 5,384,700 153,200 Providian Financial Corp.*................................................... 2,523,204 ------------- 34,328,455 ------------- INDUSTRIAL - (1.63%) 33,500 Sealed Air Corp.*............................................................ 1,784,545 ------------- INVESTMENT FIRMS - (2.09%) 7,600 Julius Baer Holding, Ltd. AG................................................. 2,279,667 ------------- LIFE INSURANCE - (0.55%) 22,600 China Life Insurance Co., Ltd., ADR*......................................... 597,544 ------------- MULTI-LINE INSURANCE - (4.73%) 78,787 American International Group, Inc. .......................................... 5,173,942 ------------- PROPERTY/CASUALTY INSURANCE - (16.76%) 7 Berkshire Hathaway Inc., Class A*............................................ 615,300 1,635 Berkshire Hathaway Inc., Class B*............................................ 4,800,360 108,290 Cincinnati Financial Corp. .................................................. 4,797,788 38,600 FPIC Insurance Group, Inc.*.................................................. 1,363,931 9,400 Markel Corp.*................................................................ 3,421,600 39,100 Progressive Corp. (Ohio)..................................................... 3,317,244 ------------- 18,316,223 ------------- 21 DAVIS VARIABLE ACCOUNT FUND, INC. SCHEDULE OF INVESTMENTS DAVIS FINANCIAL PORTFOLIO - (CONTINUED) DECEMBER 31, 2004 VALUE SHARES/PRINCIPAL SECURITY (NOTE 1) ============================================================================================================== COMMON STOCK - (CONTINUED) REINSURANCE - (8.66%) 25,500 Everest Re Group, Ltd. ...................................................... $ 2,283,780 116,037 Transatlantic Holdings, Inc. ................................................ 7,174,568 -------------- 9,458,348 ------------- Total Common Stock - (identified cost $80,845,455)....................... 100,911,459 -------------- SHORT TERM INVESTMENTS - (7.53%) $ 2,666,000 Goldman, Sachs & Co. Joint Repurchase Agreement, 2.25%, 01/03/05, dated 12/31/04, repurchase value of $2,666,500 (collateralized by: U.S. Government obligations in a pooled cash account, total market value $2,719,320)............................................ 2,666,000 2,962,000 Nomura Securities International, Inc. Joint Repurchase Agreement, 2.35%, 01/03/05, dated 12/31/04, repurchase value of $2,962,580 (collateralized by: U.S. Government obligations in a pooled cash account, total market value $3,021,240)............................................ 2,962,000 2,599,000 UBS Financial Services Inc. Joint Repurchase Agreement, 2.27%, 01/03/05, dated 12/31/04, repurchase value of $2,599,492 (collateralized by: U.S. Government obligations in a pooled cash account, total market value $2,650,980)............................................ 2,599,000 -------------- Total Short Term Investments - (identified cost $8,227,000)......... 8,227,000 -------------- Total Investments - (99.88%) - (identified cost $89,072,455) - (a)........... 109,138,459 Other Assets Less Liabilities - (0.12%)...................................... 135,290 -------------- Net Assets - (100%)...................................................... $ 109,273,749 ============== *Non-Income Producing Security. (a) Aggregate cost for Federal Income Tax purposes is $89,403,696. At December 31, 2004 unrealized appreciation (depreciation) of securities for Federal Income Tax purposes is as follows: Unrealized appreciation...................................................... $ 20,916,908 Unrealized depreciation...................................................... (1,182,145) -------------- Net unrealized appreciation.............................................. $ 19,734,763 ============== SEE NOTES TO FINANCIAL STATEMENTS 22 DAVIS VARIABLE ACCOUNT FUND, INC. SCHEDULE OF INVESTMENTS DAVIS REAL ESTATE PORTFOLIO DECEMBER 31, 2004 VALUE SHARES SECURITY (NOTE 1) ============================================================================================================== COMMON STOCK - (89.65%) APARTMENTS (REITS) - (7.73%) 13,600 Camden Property Trust........................................................ $ 693,600 22,900 Essex Property Trust, Inc. .................................................. 1,919,020 76,400 United Dominion Realty Trust, Inc. .......................................... 1,894,720 ------------- 4,507,340 ------------- DIVERSIFIED - (3.76%) 33,700 Forest City Enterprises, Inc., Class A....................................... 1,939,435 3,900 St. Joe Co. ................................................................. 250,380 ------------- 2,189,815 ------------- DIVERSIFIED (REITS) - (6.67%) 51,800 Duke Realty Corp. ........................................................... 1,768,452 27,831 Vornado Realty Trust......................................................... 2,118,774 ------------- 3,887,226 ------------- FINANCIAL SERVICES (REITS) - (3.45%) 38,100 Gramercy Capital Corp. ...................................................... 784,860 27,100 iStar Financial Inc. ........................................................ 1,226,546 ------------- 2,011,406 ------------- FORESTRY (REITS) - (2.61%) 39,600 Plum Creek Timber Co., Inc. ................................................. 1,522,224 ------------- HOTELS & LODGING - (1.47%) 14,700 Starwood Hotels & Resorts Worldwide, Inc. ................................... 858,480 ------------- INDUSTRIAL - (1.54%) 133,500 Brixton PLC.................................................................. 897,023 ------------- INDUSTRIAL (REITS) - (14.12%) 64,466 Catellus Development Corp. .................................................. 1,972,660 80,500 Centerpoint Properties Trust................................................. 3,855,145 55,400 ProLogis..................................................................... 2,400,482 ------------- 8,228,287 ------------- MALLS (REITS) - (8.03%) 52,942 General Growth Properties, Inc. ............................................. 1,914,383 24,600 Mills Corp. ................................................................. 1,568,496 18,500 Simon Property Group, Inc. .................................................. 1,196,395 ------------- 4,679,274 ------------- OFFICE SPACE (REITS) - (21.63%) 28,700 Alexandria Real Estate Equities, Inc. ....................................... 2,135,854 41,100 Arden Realty, Inc. .......................................................... 1,550,292 8,900 Boston Properties, Inc. ..................................................... 575,563 47,500 Brandywine Realty Trust...................................................... 1,396,025 45,500 CarrAmerica Realty Corp. .................................................... 1,501,500 60,900 Corporate Office Properties Trust............................................ 1,787,415 13,000 Kilroy Realty Corp. ......................................................... 555,750 23 DAVIS VARIABLE ACCOUNT FUND, INC. SCHEDULE OF INVESTMENTS DAVIS REAL ESTATE PORTFOLIO - (CONTINUED) DECEMBER 31, 2004 VALUE SHARES SECURITY (NOTE 1) ============================================================================================================== COMMON STOCK - (CONTINUED) OFFICE SPACE (REITS) - (CONTINUED) 13,000 Parkway Properties, Inc. .................................................... $ 659,750 40,370 SL Green Realty Corp. ....................................................... 2,444,403 ------------- 12,606,552 ------------- RESIDENTIAL/COMMERCIAL BUILDING - (2.30%) 45,500 WCI Communities, Inc.*....................................................... 1,337,700 ------------- SHOPPING CENTERS - (1.47%) 46,000 Liberty International PLC.................................................... 855,292 ------------- SHOPPING CENTERS (REITS) - (11.90%) 46,625 Developers Diversified Realty Corp. ......................................... 2,068,751 23,800 Kimco Realty Corp. .......................................................... 1,380,162 26,700 Pan Pacific Retail Properties, Inc. ......................................... 1,674,090 32,700 Regency Centers Corp. ....................................................... 1,811,580 ------------- 6,934,583 ------------- SPECIALTY RETAIL (REITS) - (2.97%) 48,800 Capital Automotive REIT...................................................... 1,733,620 ------------- Total Common Stock - (identified cost $36,540,854).................. 52,248,822 ------------- PREFERRED STOCK - (0.23%) APARTMENTS (REITS) - (0.23%) 2,000 Equity Residential, 7.00%, Series E, Cum. Conv. Pfd. ........................ 81,000 1,600 Equity Residential, 8.60%, Series D, Cum. Pfd. .............................. 43,864 400 Equity Residential, 9.125%, Series C, Cum. Pfd. ............................. 10,724 ------------- Total Preferred Stock - (identified cost $113,921)......................... 135,588 ------------- 24 DAVIS VARIABLE ACCOUNT FUND, INC. SCHEDULE OF INVESTMENTS DAVIS REAL ESTATE PORTFOLIO - (CONTINUED) DECEMBER 31, 2004 VALUE PRINCIPAL SECURITY (NOTE 1) ============================================================================================================== SHORT TERM INVESTMENTS - (9.67%) $ 1,825,000 Goldman, Sachs & Co. Joint Repurchase Agreement, 2.25%, 01/03/05, dated 12/31/04, repurchase value of $1,825,342 (collateralized by: U.S. Government obligations in a pooled cash account, total market value $1,861,500)........................................... $ 1,825,000 2,028,000 Nomura Securities International, Inc. Joint Repurchase Agreement, 2.35%, 01/03/05, dated 12/31/04, repurchase value of $2,028,397 (collateralized by: U.S. Government obligations in a pooled cash account, total market value $2,068,560)............................................ 2,028,000 1,780,000 UBS Financial Services Inc. Joint Repurchase Agreement, 2.27%, 01/03/05, dated 12/31/04, repurchase value of $1,780,337 (collateralized by: U.S. Government obligations in a pooled cash account, total market value $1,815,600)............................................ 1,780,000 ------------- Total Short Term Investments - (identified cost $5,633,000)......... 5,633,000 ------------- Total Investments - (99.55%) - (identified cost $42,287,775) - (a)........... 58,017,410 Other Assets Less Liabilities - (0.45%)...................................... 261,208 ------------- Net Assets - (100%)...................................................... $ 58,278,618 ============= *Non-Income Producing Security. (a) Aggregate cost for Federal Income Tax purposes is $42,291,610. At December 31, 2004 unrealized appreciation (depreciation) of securities for Federal Income Tax purposes is as follows: Unrealized appreciation...................................................... $ 15,726,120 Unrealized depreciation...................................................... (320) ------------- Net unrealized appreciation.............................................. $ 15,725,800 ============= SEE NOTES TO FINANCIAL STATEMENTS 25 DAVIS VARIABLE ACCOUNT FUND, INC. STATEMENTS OF ASSETS AND LIABILITIES At December 31, 2004 ================================================================================ DAVIS DAVIS DAVIS REAL VALUE FINANCIAL ESTATE PORTFOLIO PORTFOLIO PORTFOLIO --------- --------- --------- ASSETS: Investments in securities, at value * (see accompanying Schedules of Investments).............................. $ 681,688,748 $ 109,138,459 $ 58,017,410 Cash........................................... 45,190 2,600 126,563 Receivables: Dividends and interest....................... 1,016,162 134,641 258,713 Capital stock sold........................... 2,480,423 81,846 21,994 Investment securities sold................... - - 29,005 --------------- -------------- -------------- Total assets......... 685,230,523 109,357,546 58,453,685 --------------- -------------- -------------- LIABILITIES: Payables: Capital stock reacquired..................... 33,115 302 124,047 Accrued expenses............................... 30,852 13,423 13,712 Accrued management fees........................ 443,619 70,072 37,308 --------------- -------------- -------------- Total liabilities.... 507,586 83,797 175,067 --------------- -------------- -------------- NET ASSETS ....................................... $ 684,722,937 $ 109,273,749 $ 58,278,618 =============== ============== ============== SHARES OUTSTANDING (NOTE 4)....................... 58,104,130 8,522,573 3,468,251 =============== ============== ============== NET ASSET VALUE, offering and redemption price per share (Net Assets [divided by] Shares Outstanding)...... $ 11.78 $ 12.82 $ 16.80 =========== ========== ========== NET ASSETS CONSIST OF: Par value of shares of capital stock........... $ 58,104 $ 8,523 $ 3,468 Additional paid-in capital..................... 589,926,942 91,583,027 41,698,075 Undistributed net investment loss.............. - (2,146) - Accumulated net realized gains (losses) from investments and foreign currency transactions (37,070,842) (2,383,246) 847,440 Net unrealized appreciation on investments and foreign currency transactions................ 131,808,733 20,067,591 15,729,635 --------------- -------------- -------------- $ 684,722,937 $ 109,273,749 $ 58,278,618 =============== ============== ============== * Including cost of $549,880,865, $89,072,455, and $42,287,775 for Davis Value Portfolio, Davis Financial Portfolio, and Davis Real Estate Portfolio, respectively. SEE NOTES TO FINANCIAL STATEMENTS 26 DAVIS VARIABLE ACCOUNT FUND, INC. STATEMENTS OF OPERATIONS For the year ended December 31, 2004 ================================================================================ DAVIS DAVIS DAVIS REAL VALUE FINANCIAL ESTATE PORTFOLIO PORTFOLIO PORTFOLIO --------- --------- --------- INVESTMENT INCOME: Income: Dividends*..................................... $ 9,933,091 $ 1,032,742 $ 1,365,447 Interest....................................... 332,791 94,876 45,013 --------------- --------------- -------------- Total income............................... 10,265,882 1,127,618 1,410,460 --------------- --------------- -------------- Expenses: Management fees (Note 2)....................... 4,578,270 676,192 331,425 Custodian fees................................. 179,906 37,538 24,583 Transfer agent fees............................ 14,149 9,037 8,470 Audit fees..................................... 12,000 8,400 8,400 Accounting fees (Note 2)....................... 6,000 6,000 6,000 Legal fees..................................... 10,635 1,596 948 Reports to shareholders........................ 41,828 11,406 898 Directors' fees and expenses................... 89,462 13,566 6,752 Registration and filing fees................... 15,636 2,491 1,475 Miscellaneous.................................. 11,866 2,486 5,252 --------------- --------------- --------------- Total expenses............................. 4,959,752 768,712 394,203 Expenses paid indirectly (Note 5).......... (56) (29) (66) --------------- --------------- --------------- Net expenses............................... 4,959,696 768,683 394,137 --------------- --------------- --------------- Net investment income.................... 5,306,186 358,935 1,016,323 --------------- --------------- --------------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain (loss) from: Investment transactions...................... (3,085,739) (1,006,272) 3,278,373 Foreign currency transactions................ (27,254) (3,128) (868) Net increase in unrealized appreciation of investments and foreign currency transactions 69,125,469 9,637,834 9,199,069 --------------- --------------- --------------- Net realized and unrealized gain on investments and foreign currency............. 66,012,476 8,628,434 12,476,574 --------------- --------------- --------------- Net increase in net assets resulting from operations.......................... $ 71,318,662 $ 8,987,369 $ 13,492,897 =============== =============== =============== *Net of foreign taxes withheld as follows......... $ 246,146 $ 9,853 $ 1,159 SEE NOTES TO FINANCIAL STATEMENTS 27 DAVIS VARIABLE ACCOUNT FUND, INC. STATEMENTS OF CHANGES IN NET ASSETS For the year ended December 31, 2004 ================================================================================ DAVIS DAVIS DAVIS REAL VALUE FINANCIAL ESTATE PORTFOLIO PORTFOLIO PORTFOLIO --------- --------- --------- OPERATIONS: Net investment income........................ $ 5,306,186 $ 358,935 $ 1,016,323 -------------- ------------- -------------- Net realized gain (loss) from investment and foreign currency transactions.......... (3,112,993) (1,009,400) 3,277,505 Net increase in unrealized appreciation of investments and foreign currency transactions............................... 69,125,469 9,637,834 9,199,069 -------------- ------------- -------------- Net increase in net assets resulting from operations............................ 71,318,662 8,987,369 13,492,897 DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income........................ (5,273,618) (364,973) (1,497,449) Return of capital............................ (115,109) - - Realized gains from investment transactions.. - - (1,939,529) CAPITAL SHARE TRANSACTIONS (NOTE 4)..................................... 133,790,608 29,472,122 12,559,434 -------------- ------------- -------------- Total increase in net assets..................... 199,720,543 38,094,518 22,615,353 NET ASSETS: Beginning of year............................ 485,002,394 71,179,231 35,663,265 -------------- ------------- -------------- End of year*................................. $ 684,722,937 $ 109,273,749 $ 58,278,618 ============== ============= ============== *Including undistributed net investment loss of................... - $ (2,146) - SEE NOTES TO FINANCIAL STATEMENTS 28 DAVIS VARIABLE ACCOUNT FUND, INC. STATEMENTS OF CHANGES IN NET ASSETS For the year ended December 31, 2003 ================================================================================ DAVIS DAVIS DAVIS REAL VALUE FINANCIAL ESTATE PORTFOLIO PORTFOLIO PORTFOLIO --------- --------- --------- OPERATIONS: Net investment income....................... $ 3,215,304 $ 222,162 $ 941,827 Net realized gain (loss) from investment and foreign currency transactions......... (7,034,431) (380,603) 966,089 Net change in unrealized appreciation (depreciation) of investments and foreign currency transactions..................... 104,044,100 14,533,880 6,265,053 -------------- ------------- ------------- Net increase in net assets resulting from operations........................... 100,224,973 14,375,439 8,172,969 DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income....................... (3,188,878) (215,570) (1,245,232) Realized gains from investment transactions. - - (596,951) CAPITAL SHARE TRANSACTIONS (NOTE 4).................................... 104,927,119 25,310,603 10,526,271 -------------- ------------- ------------- Total increase in net assets.................... 201,963,214 39,470,472 16,857,057 NET ASSETS: Beginning of year........................... 283,039,180 31,708,759 18,806,208 -------------- ------------- ------------- End of year*................................ $ 485,002,394 $ 71,179,231 $ 35,663,265 ============== ============= ============= *Including undistributed net investment income (loss) of........................ $ (5,314) $ 6,114 - SEE NOTES TO FINANCIAL STATEMENTS 29 DAVIS VARIABLE ACCOUNT FUND, INC. NOTES TO FINANCIAL STATEMENTS December 31, 2004 ================================================================================ NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Davis Variable Account Fund, Inc. consists of three series of Funds, Davis Value Portfolio, Davis Financial Portfolio, and Davis Real Estate Portfolio (collectively "the Funds"). Davis Value Portfolio and Davis Financial Portfolio are registered under the Investment Company Act of 1940, as amended, as diversified, open-end management investment companies. Davis Real Estate Portfolio is registered under the Investment Company Act of 1940, as amended, as a non-diversified, open-end management investment company. Shares of the Funds may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. The Funds account separately for the assets, liabilities and operations of each series. The following is a summary of significant accounting policies followed by the Funds in the preparation of financial statements. A. VALUATION OF SECURITIES - Portfolio securities listed on national securities exchanges are valued at the last reported sales price on the day of valuation. Securities traded in the over the counter market and listed securities for which no sale was reported on that date are stated at the average of closing bid and asked prices. Securities for which market quotations are not readily available, or whose values have been affected by a significant event occurring after the close of their primary markets, are valued at fair value as determined in good faith by the Board of Directors. Short-term obligations are valued at amortized cost, which approximates fair value. These valuation procedures are reviewed and subject to approval by the Board of Directors. B. MASTER REPURCHASE AGREEMENTS - The Funds, along with other affiliated funds, may transfer uninvested cash balances into one or more master repurchase agreement accounts. These balances are invested in one or more repurchase agreements, secured by U.S. government securities. Securities pledged as collateral for repurchase agreements are held by a custodian bank until the agreements mature. Each agreement requires that the market value of the collateral be sufficient to cover payments of interest and principal; however, in the event of default by the other party to the agreement, retention of the collateral may be subject to legal proceedings. C. CURRENCY TRANSLATION - The market values of all assets and liabilities denominated in foreign currencies are recorded in the financial statements after translation to the U.S. dollar based upon the mean between the bid and offered quotations of the currencies against U.S. dollars on the date of valuation. The cost basis of such assets and liabilities is determined based upon historical exchange rates. Income and expenses are translated at average exchange rates in effect as accrued or incurred. D. FOREIGN CURRENCY - The Funds may enter into forward purchases or sales of foreign currencies to hedge certain foreign currency denominated assets and liabilities against declines in market value relative to the U.S. dollar. Forward currency contracts are marked-to-market daily and the change in market value is recorded by the Funds as an unrealized gain or loss. When the forward currency contract is closed, the Funds record a realized gain or loss equal to the difference between the value of the forward currency contract at the time it was opened and value at the time it was closed. Investments in forward currency contracts may expose the Funds to risks resulting from unanticipated movements in foreign currency exchange rates or failure of the counter-party to the agreement to perform in accordance with the terms of the contract. 30 DAVIS VARIABLE ACCOUNT FUND, INC. NOTES TO FINANCIAL STATEMENTS - (Continued) December 31, 2004 ================================================================================ NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED) Reported net realized foreign exchange gains or losses arise from the sales and maturities of investments, sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Funds' books, and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments in securities at fiscal year end, resulting from changes in the exchange rate. The Funds include foreign currency gains and losses realized on the sale of investments together with market gains and losses on such investments in the statement of operations. E. FEDERAL INCOME TAXES - It is each Fund's policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income, including any net realized gains on investments not offset by loss carryovers, to shareholders. Therefore, no provision for federal income or excise tax is required. At December 31, 2004, Davis Value Portfolio and Davis Financial Portfolio had approximately $1,625,000 and $148,000, respectively, of post October 2004 losses available to offset future capital gains if any, which expire in 2013. Additionally, Davis Financial Portfolio had $2,000 of post October 2004 foreign currency losses which were deferred. At December 31, 2004, the Funds had available for federal income tax purposes unused capital loss carryforwards as follows: DAVIS DAVIS VALUE FINANCIAL PORTFOLIO PORTFOLIO --------- --------- EXPIRING 12/31/2009 $ 6,568,000 $ 650,000 12/31/2010 19,386,000 - 12/31/2011 4,776,000 328,000 12/31/2012 3,532,000 926,000 ------------- ------------ TOTAL $ 34,262,000 $ 1,904,000 F. USE OF ESTIMATES IN FINANCIAL STATEMENTS - In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management makes 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, as well as the reported amounts of income and expenses during the reporting period. Actual results may differ from these estimates. G. SECURITIES TRANSACTIONS AND RELATED INVESTMENT INCOME - Securities transactions are accounted for on the trade date (date the order to buy or sell is executed) with realized gain or loss on the sale of securities being determined based upon identified cost. Dividend income is recorded on the ex-dividend date. Interest income, which includes accretion of discount and amortization of premium, is accrued as earned. 31 DAVIS VARIABLE ACCOUNT FUND, INC. NOTES TO FINANCIAL STATEMENTS - (Continued) December 31, 2004 ================================================================================ NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED) H. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS - Dividends and distributions to shareholders are recorded on the ex-dividend date. Net investment income (loss), net realized gains (losses), and net unrealized appreciation (depreciation) of investments may differ for financial statement and tax purposes primarily because of the recognition of certain foreign currency gains (losses) as ordinary income (loss) for tax purposes and the tax deferral of losses on "wash sale" transactions. The character of dividends and distributions made during the fiscal year from net investment income and net realized securities gains may differ from their ultimate characterization for federal income tax purposes. Also, due to the timing of dividends and distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which income or realized gain was recorded by the Funds. The Funds adjust the classification of distributions to shareholders to reflect the differences between financial statement amounts and distributions determined in accordance with income tax regulations. Accordingly, during the year ended December 31, 2004, for Davis Value Portfolio, amounts have been reclassified to reflect a decrease in undistributed net investment loss of $87,855, a decrease in accumulated net realized loss of $27,254, and a decrease to paid in capital of $115,109; for Davis Financial Portfolio, amounts have been reclassified to reflect a decrease in undistributed net investment income of $2,222, a decrease in accumulated net realized loss of $3,128, and a decrease to paid in capital of $906; for Davis Real Estate Portfolio, amounts have been reclassified to reflect a decrease in undistributed net investment loss of $481,126 and a corresponding decrease in accumulated net realized gain. The tax character of distributions paid during the years ended December 31, 2004 and 2003, was as follows: Ordinary Long-Term Return of Income Capital Gain Capital Total ------ ------------ ------- ----- Davis Value Portfolio 2004..................... $ 5,273,618 $ - $ 115,109 $ 5,388,727 2003..................... 3,188,878 - - 3,188,878 Davis Financial Portfolio 2004..................... 364,973 - - 364,973 2003..................... 215,570 - - 215,570 Davis Real Estate Portfolio 2004..................... 1,178,988 2,257,990 - 3,436,978 2003..................... 1,027,407 814,776 - 1,842,183 As of December 31, 2004 the components of distributable earnings (accumulated losses) on a tax basis were as follows: DAVIS DAVIS DAVIS REAL VALUE FINANCIAL ESTATE PORTFOLIO PORTFOLIO PORTFOLIO --------- --------- --------- Undistributed net investment income............ $ - $ - $ - Accumulated net realized loss from investments and foreign currency transactions............ (35,887,350) (2,054,151) - Undistributed long term capital gain........... - - 851,273 Net unrealized appreciation on investments..... 130,625,241 19,736,350 15,725,802 ------------- ------------- ------------- Total...................................... $ 94,737,891 $ 17,682,199 $ 16,577,075 ============= ============= ============= 32 DAVIS VARIABLE ACCOUNT FUND, INC. NOTES TO FINANCIAL STATEMENTS - (Continued) December 31, 2004 ================================================================================ NOTE 2 - INVESTMENT ADVISORY FEES Advisory fees are paid monthly to Davis Advisors, the Funds' investment adviser (the "Adviser"). The fee for each of the Davis Value Portfolio, Davis Financial Portfolio, and Davis Real Estate Portfolio is 0.75% of the respective Fund's average annual net assets. State Street Bank and Trust Company ("State Street Bank") is the Funds' primary transfer agent. The Adviser is also paid for certain transfer agent services. The fee paid to the Adviser for the year ended December 31, 2004 was $57 for Davis Value Portfolio, $35 for Davis Financial Portfolio, and $32 for Davis Real Estate Portfolio. State Street Bank is the Funds' primary accounting provider. Fees for such services are included in the custodian fee as State Street Bank also serves as the Funds' custodian. The Adviser is also paid for certain accounting services. The fee for the year ended December 31, 2004 for Davis Value Portfolio, Davis Financial Portfolio, and Davis Real Estate Portfolio amounted to $6,000 for each portfolio. Certain directors and officers of the Funds are also directors and officers of the general partner of the Adviser. Davis Selected Advisers - NY, Inc. ("DSA-NY"), a wholly-owned subsidiary of the Adviser, acts as sub-adviser to the Funds. The Funds pay no fees directly to DSA-NY. NOTE 3 - PURCHASES AND SALES OF SECURITIES Purchases and sales of investment securities (excluding short-term securities) during the year ended December 31, 2004 were as follows: DAVIS DAVIS DAVIS VALUE FINANCIAL REAL ESTATE PORTFOLIO PORTFOLIO PORTFOLIO --------- --------- --------- Cost of purchases......... $ 183,794,645 $ 30,856,392 $ 20,115,212 Proceeds of sales......... $ 21,591,031 $ 4,840,238 $ 13,136,560 NOTE 4 - CAPITAL STOCK At December 31, 2004, there were 5 billion shares of capital stock ($0.001 par value per share) authorized. Transactions in capital stock were as follows: YEAR ENDED DECEMBER 31, 2004 ---------------------------------------- DAVIS DAVIS DAVIS VALUE FINANCIAL REAL ESTATE PORTFOLIO PORTFOLIO PORTFOLIO --------- --------- --------- Shares sold........................... 16,736,008 3,238,473 1,356,048 Shares issued in reinvestment of distributions.................... 456,672 28,469 215,308 ------------ ----------- ------------ 17,192,680 3,266,942 1,571,356 Shares redeemed....................... (4,984,466) (848,124) (751,119) ------------ ----------- ------------ Net increase........................ 12,208,214 2,418,818 820,237 ============ =========== ============ Proceeds from shares sold............. $182,733,878 $39,191,938 $ 19,825,910 Proceeds from shares issued in reinvestment of distributions....... 5,388,727 364,973 3,436,978 ------------ ----------- ------------ 188,122,605 39,556,911 23,262,888 Cost of shares redeemed............... (54,331,997) (10,084,789) (10,703,454) ------------ ----------- ------------ Net increase........................ $133,790,608 $29,472,122 $ 12,559,434 ============ =========== ============ 33 DAVIS VARIABLE ACCOUNT FUND, INC. NOTES TO FINANCIAL STATEMENTS - (Continued) December 31, 2004 ================================================================================ NOTE 4 - CAPITAL STOCK - (CONTINUED) YEAR ENDED DECEMBER 31, 2003 ----------------------------------------- DAVIS DAVIS DAVIS VALUE FINANCIAL REAL ESTATE PORTFOLIO PORTFOLIO PORTFOLIO ------------ ----------- ----------- Shares sold.......................... 13,746,849 2,921,413 1,477,124 Shares issued in reinvestment of distributions................... 301,691 18,520 144,561 ------------ ----------- ----------- 14,048,540 2,939,933 1,621,685 Shares redeemed...................... (2,661,937) (420,309) (766,305) ------------ ----------- ----------- Net increase....................... 11,386,603 2,519,624 855,380 ============ =========== =========== Proceeds from shares sold............ $124,904,118 $29,024,533 $17,872,635 Proceeds from shares issued in reinvestment of distributions...... 3,188,877 215,570 1,842,181 ------------ ----------- ----------- 128,092,995 29,240,103 19,714,816 Cost of shares redeemed.............. (23,165,876) (3,929,500) (9,188,545) ------------ ----------- ----------- Net increase....................... $104,927,119 $25,310,603 $10,526,271 ============ =========== =========== NOTE 5 - EXPENSES PAID INDIRECTLY Under an agreement with the custodian bank, each Fund's custodian fee is reduced for earnings on cash balances maintained at the custodian by the Funds. Such reductions amounted to $56, $29, and $66 for Davis Value Portfolio, Davis Financial Portfolio, and Davis Real Estate Portfolio, respectively, during the year ended December 31, 2004. 34 DAVIS VARIABLE ACCOUNT FUND, INC. FINANCIAL HIGHLIGHTS DAVIS VALUE PORTFOLIO ================================================================================ The following financial information represents data for each share of capital stock outstanding throughout each period: YEAR ENDED DECEMBER 31, ------------------------------------------------------------------------ 2004 2003 2002 2001 2000 ---- ---- ---- ---- ---- Net Asset Value, Beginning of Period...... $ 10.57 $ 8.20 $ 9.87 $ 11.06 $ 10.25 ---------- ---------- ---------- ---------- ---------- Income (Loss) From Investment Operations Net Investment Income.................... 0.09 0.07 0.06 0.04 0.03 Net Realized and Unrealized Gains (Losses)........................ 1.21 2.37 (1.66) (1.19) 0.92 ---------- ---------- ---------- ---------- ---------- Total From Investment Operations...... 1.30 2.44 (1.60) (1.15) 0.95 Dividends and Distributions Dividends from Net Investment Income..... (0.09) (0.07) (0.06) (0.04) (0.03) Return of Capital........................ -(3) - (0.01) -(3) -(3) Distributions from Realized Gains........ - - - - (0.11) ---------- ---------- ---------- ---------- ---------- Total Dividends and Distributions..... (0.09) (0.07) (0.07) (0.04) (0.14) ---------- ---------- ---------- ---------- ---------- Net Asset Value, End of Period............ $ 11.78 $ 10.57 $ 8.20 $ 9.87 $ 11.06 ========== ========== ========== ========== ========== Total Return(1)........................... 12.33% 29.76% (16.26)% (10.39)% 9.30% Ratios/Supplemental Data Net Assets, End of Period (000 omitted)... $ 684,723 $ 485,002 $ 283,039 $ 278,958 $ 120,209 Ratio of Expenses to Average Net Assets... 0.81% 0.82% 0.83% 0.87% 1.00%(4) Ratio of Net Investment Income to Average Net Assets...................... 0.87% 0.90% 0.70% 0.55% 0.73% Portfolio Turnover Rate(2)................ 4% 7% 24% 18% 10% (1) Assumes hypothetical initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. (2) The lesser of purchases or sales of portfolio securities for a period, divided by the monthly average of the market value of portfolio securities owned during the period. Securities with a maturity or expiration date at the time of acquisition of one year or less are excluded from the calculation. (3) Less than $0.005 per share. (4) Had the Adviser not absorbed certain expenses the ratio of expenses to average net assets would have been 1.01% for 2000. SEE NOTES TO FINANCIAL STATEMENTS 35 DAVIS VARIABLE ACCOUNT FUND, INC. FINANCIAL HIGHLIGHTS DAVIS FINANCIAL PORTFOLIO ================================================================================ The following financial information represents data for each share of capital stock outstanding throughout each period: YEAR ENDED DECEMBER 31, ---------------------------------------------------------------------- 2004 2003 2002 2001 2000 ---- ---- ---- ---- ---- Net Asset Value, Beginning of Period...... $ 11.66 $ 8.85 $ 10.67 $ 11.91 $ 9.26 ---------- ---------- ---------- ---------- ---------- Income (Loss) From Investment Operations Net Investment Income................... 0.04 0.04 0.02 - 0.01 Net Realized and Unrealized Gains (Losses)........................ 1.16 2.81 (1.82) (1.24) 2.84 ---------- ---------- ---------- ---------- ---------- Total From Investment Operations...... 1.20 2.85 (1.80) (1.24) 2.85 Dividends and Distributions Dividends from Net Investment Income..... (0.04) (0.04) (0.02) -(3) (0.01) Return of Capital........................ - - - -(3) -(3) Distributions from Realized Gains........ - - - - (0.19) ---------- ---------- ---------- ---------- ---------- Total Dividends and Distributions..... (0.04) (0.04) (0.02) - (0.20) ---------- ---------- ---------- ---------- ---------- Net Asset Value, End of Period............ $ 12.82 $ 11.66 $ 8.85 $ 10.67 $ 11.91 ========== ========== ========== ========== ========== Total Return(1)........................... 10.32% 32.15% (16.84)% (10.37)% 30.97% Ratios/Supplemental Data Net Assets, End of Period (000 omitted) $ 109,274 $ 71,179 $ 31,709 $ 24,587 $ 14,770 Ratio of Expenses to Average Net Assets 0.85% 0.90% 0.99% 1.00%(4) 1.00%(4) Ratio of Net Investment Income to Average Net Assets.................... 0.40% 0.48% 0.32% 0.04% 0.18% Portfolio Turnover Rate(2).............. 6% 10% 23% 24% 26% (1) Assumes hypothetical initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. (2) The lesser of purchases or sales of portfolio securities for a period, divided by the monthly average of the market value of portfolio securities owned during the period. Securities with a maturity or expiration date at the time of acquisition of one year or less are excluded from the calculation. (3) Less than $0.005 per share. (4) Had the Adviser not absorbed certain expenses the ratio of expenses to average net assets would have been 1.04% and 1.55% for 2001 and 2000, respectively. SEE NOTES TO FINANCIAL STATEMENTS 36 DAVIS VARIABLE ACCOUNT FUND, INC. FINANCIAL HIGHLIGHTS DAVIS REAL ESTATE PORTFOLIO ================================================================================ The following financial information represents data for each share of capital stock outstanding throughout each period: YEAR ENDED DECEMBER 31, ---------------------------------------------------------------------- 2004 2003 2002 2001 2000 ---- ---- ---- ---- ---- Net Asset Value, Beginning of Period...... $ 13.47 $ 10.49 $ 10.35 $ 10.38 $ 8.71 ---------- ---------- ---------- ---------- ---------- Income From Investment Operations Net Investment Income................... 0.34 0.44 0.36 0.36 0.33 Net Realized and Unrealized Gains....... 4.07 3.34 0.25 0.19 1.67 ---------- ---------- ---------- ---------- ---------- Total From Investment Operations..... 4.41 3.78 0.61 0.55 2.00 .. Dividends and Distributions Dividends from Net Investment Income.... (0.48) (0.55) (0.36) (0.36) (0.33) Return of Capital....................... - - (0.11) (0.07) - Distributions from Realized Gains....... (0.60) (0.25) - (0.11) - Distributions in Excess of Net Investment Income..................... - - - (0.04) - ---------- ---------- ---------- ---------- ---------- Total Dividends and Distributions..... (1.08) (0.80) (0.47) (0.58) (0.33) ---------- ---------- ---------- ---------- ---------- Net Asset Value, End of Period............ $ 16.80 $ 13.47 $ 10.49 $ 10.35 $ 10.38 ========== ========== ========== ========== ========== Total Return(1)........................... 33.35% 36.79% 5.89% 5.50% 23.33% Ratios/Supplemental Data Net Assets, End of Period (000 omitted)......................... $ 58,279 $ 35,663 $ 18,806 $ 10,029 $ 4,853 Ratio of Expenses to Average Net Assets............................ 0.89% 0.98% 1.00%(3) 1.00%(3) 1.07%(3,4) Ratio of Net Investment Income to Average Net Assets.................... 2.30% 3.74% 3.54% 3.70% 4.31% Portfolio Turnover Rate(2).............. 32% 22% 52% 45% 16% (1) Assumes hypothetical initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. (2) The lesser of purchases or sales of portfolio securities for a period, divided by the monthly average of the market value of portfolio securities owned during the period. Securities with a maturity or expiration date at the time of acquisition of one year or less are excluded from the calculation. (3) Had the Adviser not absorbed certain expenses the ratio of expenses to average net assets would have been 1.10%, 1.39%, and 3.15%, for 2002, 2001, and 2000, respectively. (4) Ratio of expenses to average net assets after the reduction of expenses paid indirectly was 1.00% for 2000. SEE NOTES TO FINANCIAL STATEMENTS 37 DAVIS VARIABLE ACCOUNT FUND, INC. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ================================================================================ To the Shareholders and Board of Directors of Davis Variable Account Fund, Inc.: We have audited the accompanying statements of assets and liabilities of Davis Value Portfolio, Davis Financial Portfolio, and Davis Real Estate Portfolio (comprising the Davis Variable Account Fund, Inc.), including the schedules of investments as of December 31, 2004 and the related statements of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2004, by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Davis Value Portfolio, Davis Financial Portfolio, and Davis Real Estate Portfolio as of December 31, 2004, and the results of their operations for the year then ended, the changes in their net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles. /s/ KPMG LLP Denver, Colorado February 4, 2005 38 DAVIS VARIABLE ACCOUNT FUND, INC. For the Year Ended December 31, 2004 (Unaudited) ================================================================================ FEDERAL INCOME TAX INFORMATION The information and distributions reported herein may differ from the information reported as distributions taxable to certain shareholders for the calendar year ended 2004 with their 2004 Form 1099-DIV. DAVIS VALUE PORTFOLIO Income dividends paid by the Fund during the calendar year ended 2004 should be multiplied by 100% to arrive at the net amount eligible for the corporate dividend-received deduction. For the calendar year ended 2004 certain dividends paid by the Fund constitute qualified dividend income for Federal Income Tax purposes. The Fund designates $5,273,618 as qualified dividend income. DAVIS FINANCIAL PORTFOLIO Income dividends paid by the Fund during the calendar year ended 2004 should be multiplied by 100% to arrive at the net amount eligible for the corporate dividend-received deduction. For the calendar year ended 2004 certain dividends paid by the Fund constitute qualified dividend income for Federal Income Tax purposes. The Fund designates $364,973 as qualified dividend income. DAVIS REAL ESTATE PORTFOLIO During the calendar year ended 2004 the Fund declared and paid long-term capital gain distributions in the amount of $2,257,990. Dividends paid by the Fund during the calendar year ended 2004, which are not designated as capital gain distributions, should be multiplied by 2% to arrive at the net amount eligible for the corporate dividend-received deduction. For the calendar year ended 2004 certain dividends paid by the Fund constitute qualified dividend income for Federal Income Tax purposes. The Fund designates $38,314 as qualified dividend income. PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES The Funds have adopted Portfolio Proxy Voting Policies and Procedures under which the Funds vote proxies relating to securities held by the Funds. A description of the Funds' Portfolio Proxy Voting Policies and Procedures is available (i) without charge, upon request, by calling the Funds toll-free at 1-800-279-2279, (ii) on the Funds' website at www.davisfunds.com, and (iii) on the SEC's website at www.sec.gov. In addition, the Funds are required to file Form N-PX, with their complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. The Funds' Form N-PX filing is available (i) without charge, upon request, by calling the Funds toll-free at 1-800-279-2279, (ii) on the Funds' website at www.davisfunds.com, and (iii) on the SEC's website at www.sec.gov. FORM N-Q The Funds file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds' Form N-Q is available without charge upon request by calling 1-800-279-2279 or on the Funds' website at www.davisfunds.com or on the SEC's website at www.sec.gov. The Funds' Form N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC, and that information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. 39 DAVIS VARIABLE ACCOUNT FUND, INC. 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ DIRECTORS For the purposes of their service as directors to the Davis Funds, the business address for each of the directors is 2949 E. Elvira Road, Suite 101, Tucson, AZ 85706. Each Director serves until their retirement, resignation, death or removal. Directors must retire at the close of business on the last day of the calendar year in which the Director attains age seventy-two (72), except that any person who was a Director on July 1, 1994, and at that date was seventy-three (73) years of age or less shall retire from the Board of Directors and cease being a Director at the close of business on the last day of the year in which the Director attains age seventy-four (74). NUMBER OF TERM OF PORTFOLIOS IN OFFICE AND PRINCIPAL FUND COMPLEX POSITION(S) LENGTH OF OCCUPATION(S) DURING OVERSEEN BY OTHER DIRECTORSHIPS NAME AND AGE HELD WITH FUND TIME SERVED PAST FIVE YEARS DIRECTOR HELD BY DIRECTOR - ------------------------------------------------------------------------------------------------------------------------------- INDEPENDENT DIRECTORS WESLEY E. Director director President, Bass & 12 none BASS, JR. since 1990 Associates (financial (born 8/21/31) consulting); formerly First Deputy City Treasurer, City of Chicago; and Executive Vice President, Chicago Title and Trust Company (bank and trust). MARC P. BLUM Director director Chief Executive 12 Director, Legg Mason Trust (born 9/9/42) since 1986 Officer, World Total (asset management company) Return Fund, LLLP; Of and Rodney Trust Company Counsel to Gordon, (Delaware); Former Director, Feinblatt, Rothman, Mid-Atlantic Realty Trust Hoffberger and (real estate investment Hollander, LLC (law trust); Trustee, College of firm). Notre Dame of Maryland, McDonogh School and other public charities, private foundations, and businesses. THOMAS S. GAYNER Director director Chief Investment 12 Markel Corporation. (born 12/16/61) since 2004 Officer, Markel Corporation (insurance company). JERRY D. GEIST Director director Chairman, Santa Fe 12 Director, CH2M-Hill, Inc. (born 5/23/34) since 1986 Center Enterprises (engineering);Chairman, Santa (energy project Fe Center Enterprises; development); Retired Investment Committee for Chairman and Microgeneration Technology President, Public Fund, UTECH Funds. Service Company of New Mexico. 40 DAVIS VARIABLE ACCOUNT FUND, INC. 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ DIRECTORS - CONTINUED NUMBER OF TERM OF PORTFOLIOS IN OFFICE AND PRINCIPAL FUND COMPLEX POSITION(S) LENGTH OF OCCUPATION(S) DURING OVERSEEN BY OTHER DIRECTORSHIPS NAME AND AGE HELD WITH FUND TIME SERVED PAST FIVE YEARS DIRECTOR HELD BY DIRECTOR - ---------------------------------------------------------------------------------------------------------------------------- INDEPENDENT DIRECTORS - CONTINUED D. JAMES GUZY Director director Chairman, PLX 12 Director, Intel Corp. (born 3/7/36) since 1982 Technology, Inc. (semi-conductor (semi-conductor manufacturer), Cirrus Logic manufacturer). Corp. (semi-conductor manufacturer), Alliance Technology Fund (a mutual fund), Micro Component Technology, Inc. (micro-circuit handling and testing equipment manufacturer), LogicVision, Inc. (semi-conductor software company), and Tessera Technologies, Inc. (semi-conductor packaging company); Former Director, Novellus Systems, Inc. (semi-conductor manufacturer). G. BERNARD Director director Managing General 12 none HAMILTON since 1978 Partner, Avanti (born 3/18/37) Partners, L.P. (investment partnership). ROBERT P. Director director Chairman, Northroad 12 none MORGENTHAU since 2002 Capital Management, (born 3/22/57) LLC (an investment management firm) since June 2002; President of Private Advisory Services, Bank of America (an investment management firm) from 2001 until 2002; prior to that a managing director and global head of marketing and distribution for Lazard Asset Management (an investment management firm) for ten years. THEODORE B. Director director Chairman, John 12 Mayor, Incorporated Village SMITH, JR. since 1994 Hassall, Inc. of Mill Neck. (born 12/23/32) (fastener manufacturing); Chairman, Cantrock Realty. 41 DAVIS VARIABLE ACCOUNT FUND, INC. 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ DIRECTORS - CONTINUED NUMBER OF TERM OF PORTFOLIOS IN OFFICE AND PRINCIPAL FUND COMPLEX POSITION(S) LENGTH OF OCCUPATION(S) DURING OVERSEEN BY OTHER DIRECTORSHIPS NAME AND AGE HELD WITH FUND TIME SERVED PAST FIVE YEARS DIRECTOR HELD BY DIRECTOR - ---------------------------------------------------------------------------------------------------------------------------- INDEPENDENT DIRECTORS - CONTINUED CHRISTIAN R. Director director General Partner, 12 none SONNE since 1990 Tuxedo Park Associates (born 5/6/36) (land holding and development firm); President and Chief Executive Officer, Mulford Securities Corporation (private investment fund) until 1990; Former Vice President, Goldman Sachs & Co. (investment banking). MARSHA WILLIAMS Director director Executive Vice 15 Director of the Selected (born 3/28/51) since 1999 President and Chief Funds (consisting of three Financial Officer, portfolios) since 1996; Equity Office Director, Modine Properties Trust (a Manufacturing, Inc. (heat real estate investment transfer technology); trust); Former Chief Director, Chicago Bridge & Administrative Iron Company, N.V. Officer, Crate & (industrial construction and Barrel (home engineering). furnishings retailer); former Vice President and Treasurer, Amoco Corporation (oil & gas company). INSIDE DIRECTORS* JEREMY H. BIGGS Director/ director Vice Chairman, Head of 12 none (born 8/16/35) Chairman since 1994 Equity Research, Vice Chairman of U.S. Investment Policy Committee and Member of the International Investment Committee, all for Fiduciary Trust Company International (money management firm) Consultant to Davis Selected Advisers, L.P. 42 DAVIS VARIABLE ACCOUNT FUND, INC. 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ DIRECTORS - CONTINUED NUMBER OF TERM OF PORTFOLIOS IN OFFICE AND PRINCIPAL FUND COMPLEX POSITION(S) LENGTH OF OCCUPATION(S) DURING OVERSEEN BY OTHER DIRECTORSHIPS NAME AND AGE HELD WITH FUND TIME SERVED PAST FIVE YEARS DIRECTOR HELD BY DIRECTOR - ---------------------------------------------------------------------------------------------------------------------------- INSIDE DIRECTORS* - CONTINUED ANDREW A. DAVIS Director director President or Vice 15 Director of the Selected (born 6/25/63) since 1997 President of each Funds (consisting of three Davis Fund and portfolios) since 1998. Selected Fund; President, Davis Selected Advisers, L.P., and also serves as an executive officer in certain companies affiliated with the Adviser. CHRISTOPHER C. Director director Chief Executive 15 Director of the Selected DAVIS since 1997 Officer, President or Funds (consisting of three (born 7/13/65) Vice President of each portfolios) since 1998. Davis Fund and Selected Fund; Chairman and Chief Executive Officer, Davis Selected Advisers, L.P., and also serves as an executive officer in certain companies affiliated with the Adviser, including sole member of the Adviser's general partner, Davis Investments, LLC; Employee of Shelby Cullom Davis & Co. (registered broker/dealer). * Jeremy H. Biggs, Andrew A. Davis and Christopher C. Davis own partnership units (directly, indirectly or both) of the Adviser and are considered to be "interested persons" of the Funds as defined in the Investment Company Act of 1940. Andrew A. Davis and Christopher C. Davis are brothers. 43 (This page has been left blank intentionally.) (This page has been left blank intentionally.) DAVIS VARIABLE ACCOUNT FUND, INC. 2949 East Elvira Road, Suite 101, Tucson, Arizona 85706 ================================================================================ DIRECTORS OFFICERS Wesley E. Bass, Jr. Jeremy H. Biggs Jeremy H. Biggs Chairman Marc P. Blum Christopher C. Davis Andrew A. Davis President - Davis Value Portfolio, Davis Christopher C. Davis Financial Portfolio, & Vice President - Thomas S. Gayner Davis Real Estate Portfolio Jerry D. Geist Andrew A. Davis D. James Guzy President - Davis Real Estate Portfolio, G. Bernard Hamilton Vice President - Davis Value Portfolio & Robert P. Morgenthau Davis Financial Portfolio Theodore B. Smith, Jr. Kenneth C. Eich Christian R. Sonne Executive Vice President & Marsha Williams Principal Executive Officer Sharra L. Reed Vice President & Chief Compliance Officer Douglas A. Haines Vice President & Principal Accounting Officer Thomas D. Tays Vice President & Secretary INVESTMENT ADVISER Davis Selected Advisers, L.P. (Doing business as "Davis Advisors") 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 (800) 279-0279 DISTRIBUTOR Davis Distributors, LLC 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 TRANSFER AGENT & CUSTODIAN State Street Bank and Trust Company c/o The Davis Funds P.O. Box 8406 Boston, Massachusetts 02266-8406 COUNSEL Seyfarth Shaw LLP 55 East Monroe Street, Suite 4200 Chicago, Illinois 60603-5803 AUDITORS KPMG LLP 707 Seventeenth Street Suite 2700 Denver, Colorado 80202 ================================================================================ FOR MORE INFORMATION ABOUT THE DAVIS VARIABLE ACCOUNT FUND, INC., INCLUDING MANAGEMENT FEE, CHARGES AND EXPENSES, SEE THE CURRENT PROSPECTUS WHICH MUST PRECEDE OR ACCOMPANY THIS REPORT. THE FUNDS' STATEMENT OF ADDITIONAL INFORMATION CONTAINS ADDITIONAL INFORMATION ABOUT THE FUNDS' DIRECTORS AND IS AVAILABLE WITHOUT CHARGE UPON REQUEST BY CALLING 1-800-279-0279. QUARTERLY FACT SHEETS ARE AVAILABLE ON THE FUNDS' WEBSITE AT WWW.DAVISFUNDS.COM. ================================================================================ DAVIS ADVISORS 2949 EAST ELVIRA ROAD SUITE 101 TUSCON, AZ 85706 1-800-279-0279 DAVISFUNDS.COM [DAVIS FUNDS LOGO] OVER 35 YEARS OF RELIABLE INVESTING(TM) ANNUAL REPORT DECEMBER 31, 2004 DAVIS VALUE PORTFOLIO (PORTFOLIO OF DAVIS VARIABLE ACCOUNT FUND, INC.) [DAVIS FUNDS LOGO] OVER 35 YEARS OF RELIABLE INVESTING(TM) TABLE OF CONTENTS Management's Discussion and Analysis........................................2 Fund Performance and Supplementary Information..............................5 Schedule of Investments.....................................................9 Statement of Assets and Liabilities........................................13 Statement of Operations....................................................14 Statements of Changes in Net Assets........................................15 Notes to Financial Statements..............................................16 Financial Highlights.......................................................20 Report of Independent Registered Public Accounting Firm....................21 Fund Information...........................................................22 Directors and Officers.....................................................23 DAVIS VALUE PORTFOLIO 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ MANAGEMENT'S DISCUSSION AND ANALYSIS MARKET ENVIRONMENT During the year ended December 31, 2004, the stock market, as measured by the Standard & Poor's 500(R) Index(1), returned 10.88%. U.S. economic activity, as measured by the gross domestic product, rose sharply in the first two quarters before falling sharply in the third quarter of 2004. Interest rates, as measured by the 10-year Treasury bond, trended downward over the first three months, rose over the next three months then slowly declined over the last half of the year. After trending sideways during the first seven months of the year, the S&P 500(R) Index went on a sustained rally over the last five months of 2004. DAVIS VALUE PORTFOLIO PERFORMANCE OVERVIEW Davis Value Portfolio returned 12.33% for the year ended December 31, 2004(2), compared with a return of 10.88% for the Standard & Poor's 500(R) Index(1). The Portfolio had more invested in financial service companies than in any other single sector. The financial service companies that the Portfolio owned out-performed the S&P 500(R) Index. Contributors(3) to performance included American Express(4), Loews, and Moody's. Over the year ended December 31, 2004, American Express increased by 17.60%, Loews increased by 43.59%, and Moody's increased by 44.06%. Energy companies represented one of the Portfolio's largest sector weightings. The energy companies that the Portfolio owned significantly out-performed the S&P 500(R) Index. Over the year ended December 31, 2004, ConocoPhillips increased by 35.60%, Devon Energy increased by 36.78%, and EOG Resources increased by 55.21%. Property and casualty insurance companies also represented one of the Portfolio's largest sector weightings, and short-term performance was hurt when these companies under-performed the S&P 500(R) Index. Over the year ended December 31, 2004, Berkshire Hathaway, Class A increased by 4.33% and Progressive increased by 1.63%. The health care companies that the Portfolio owned under-performed the S&P 500(R) Index in 2004. The most important contributor in this sector was Cardinal Health, which increased by 15.95% since being purchased in July 2004. The most important detractors from performance were Eli Lilly, which decreased by 17.55% over the year ended December 31, 2004, and Pfizer, which decreased by 25.02% before being sold in December 2004. Davis Advisors investment strategy is driven by individual stock selection in which we attempt to construct a portfolio that is not optimized to a single set of economic conditions. We invest the Portfolio's assets one company at a time. The resulting investment portfolio does not resemble the S&P 500(R) Index. Other important contributors to performance included: Tyco International, a diversified manufacturing company, Altria Group, a consumer products company, and Costco, a discount retailing company. Over the year ended December 31, 2004, Tyco International increased by 35.41%, Altria Group increased by 18.38%, and Costco increased by 31.15%. All three companies were among the Portfolio's ten largest holdings at the end of the year. 2 DAVIS VALUE PORTFOLIO 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED PERFORMANCE OVERVIEW - CONTINUED Other important detractors from performance included: Fifth Third Bancorp, a banking and savings & loan company, H&R Block, a financial service company, and Marsh & McLennan, an insurance brokerage company. Over the year ended December 31, 2004, Fifth Third Bancorp decreased by 17.93% and H&R Block decreased by 9.99%. Marsh & McLennan decreased by 25.46% since being purchased in June 2004. - ------------------------------ This Annual Report is authorized for use by existing shareholders. Prospective shareholders must receive a current Davis Value Portfolio prospectus, which contains more information about investment strategies, risks, charges, and expenses. Please read the prospectus carefully before investing or sending money. Davis Value Portfolio's investment objective is long-term growth of capital. There can be no assurance that the Portfolio will achieve its objective. The primary risks of an investment in Davis Value Portfolio are: (1) market risk, (2) company risk, (3) headline risk, and (4) selection risk. See the prospectus for a full description of each risk. (1) The S&P 500(R) Index is an unmanaged index of 500 selected common stocks, most of which are listed on the New York Stock Exchange. The Index is adjusted for dividends, weighted towards stocks with large market capitalizations, and represents approximately two-thirds of the total market value of all domestic common stocks. Investments cannot be made directly in the Index. (2) Total return assumes reinvestment of dividends and capital gain distributions. Past performance is not a guarantee of future results. Investment return and principal value will vary so that, when redeemed, an investor's shares may be worth more or less than when purchased. The following table lists the average annual total returns for the periods ended December 31, 2004. - -------------------------- -------------- ------------ ---------------- INCEPTION PORTFOLIO NAME 1-YEAR 5-YEAR (July 1, 1999) - -------------------------- -------------- ------------ ---------------- Davis Value Portfolio 12.33% 3.63% 3.78% - -------------------------- -------------- ------------ ---------------- Performance numbers are net of all portfolio operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total return would be lower. Portfolio performance changes over time and current performance may be higher or lower than stated. For more current information please call Davis Funds Shareholder Services at 1-800-279-0279. (3) A company's or sector's contribution to the Portfolio's performance is a product both of its appreciation or depreciation and it's weighting within the portfolio. For example, a 5% holding that rises 20% has twice as much impact as a 1% holding that rises 50%. 3 DAVIS VALUE PORTFOLIO 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED (4) This Management Discussion & Analysis discusses a number of individual companies. The information provided in this report does not provide information reasonably sufficient upon which to base an investment decision and should not be considered a recommendation to purchase or sell any particular security. The schedule of investments lists the Portfolio's holdings of each company discussed. Shares of the Davis Value Portfolio are not deposits or obligations of any bank, are not guaranteed by any bank, are not insured by the FDIC or any other agency, and involve investment risks, including possible loss of the principal amount invested. 4 DAVIS VALUE PORTFOLIO FUND OVERVIEW At December 31, 2004 ================================================================================ PORTFOLIO MAKEUP (% OF FUND NET ASSETS) SECTOR WEIGHTINGS (% OF STOCK HOLDINGS) - --------------------------------------- --------------------------------------- [GRAPHIC OMITTED] Short Term Investments, [GRAPHIC OMITTED] Other Assets & Liabilities 2.0% Financial Services 20.8% Insurance 16.6% Bank and Savings & Loan 12.7% Other 10.8% Energy 9.1% Common Stocks 98.0% Consumer Products 5.5% Diversified Manufacturing 4.2% Health Care 4.1% Cable Television 3.6% Discount Retailer 3.5% Food/Beverage & Restaurant 3.4% Industrial 3.0% Technology 2.7% TOP 10 HOLDINGS STOCK SECTOR % OF FUND NET ASSETS - ------------------------------------------------------------------------------------------------- American Express Co. Financial Services 6.97% Altria Group, Inc. Consumer Products 5.33% American International Group, Inc. Multi-Line Insurance 4.72% Berkshire Hathaway Inc., Class A Property/Casualty Insurance 4.69% Tyco International Ltd. Diversified Manufacturing 4.12% HSBC Holdings PLC Banks and Savings & Loan Associations 3.51% Comcast Corp., Special Class A Cable Television 3.50% Costco Wholesale Corp. Discount Retailer 3.40% Wells Fargo & Co. Banks and Savings & Loan Associations 3.35% JPMorgan Chase & Co. Financial Services 3.32% 5 DAVIS VALUE PORTFOLIO Portfolio Activity January 1, 2004 through December 31, 2004 ================================================================================ NEW POSITIONS ADDED (1/1/04-12/31/04) (Highlighted positions are those greater than 0.99% of 12/31/04 total net assets) DATE OF 1ST % OF 12/31/04 SECURITY SECTOR PURCHASE FUND NET ASSETS - ------------------------------------------------------------------------------------------------------------------ Cardinal Health, Inc. Health Care 07/14/04 1.29% Comcast Corp., Special Class A Cable Television 01/14/04 3.50% Hunter Douglas NV Manufacturing 10/18/04 0.02% IAC/InterActiveCorp E-Commerce/Services 08/04/04 0.56% Iron Mountain Inc. Business Services 09/21/04 0.94% Marsh & McLennan Cos, Inc. Insurance Brokers 06/28/04 1.05% Nokia Oyj, ADR Telecommunications 04/14/04 0.30% Rentokil Initial PLC Diversified Commercial Services 01/13/04 0.41% SK Telecom Co., Ltd., ADR Telecommunications 04/14/04 0.49% Transocean Inc. Energy 01/23/04 0.74% POSITIONS CLOSED (1/1/04-12/31/04) (Gains and losses greater than $550,000 are highlighted) DATE OF SECURITY SECTOR FINAL SALE GAIN/(LOSS) - -------------------------------------------------------------------------------------------------------------------- Agere Systems Inc., Class A Electronics 11/17/04 $ (1,720,194) Janus Capital Group Inc. Investment Firms 04/29/04 (537,837) Kraft Foods Inc., Class A Food/Beverage & Restaurant 08/10/04 (294,753) Marriott International, Inc., Class A Hotels & Motels 08/30/04 672,530 Merck & Co., Inc. Health Care 07/29/04 (346,408) Pfizer Inc. Health Care 12/22/04 (873,244) 6 DAVIS VALUE PORTFOLIO FUND PERFORMANCE ================================================================================ - ------------------------------------------ -------- ----------------------- ------------- ------------- ------------------ AVERAGE ANNUAL TOTAL RETURN EXPENSE EXAMPLE FOR THE PERIODS ENDED DECEMBER 31, 2004 BEGINNING ENDING EXPENSES PAID ACCOUNT VALUE ACCOUNT VALUE DURING PERIOD* (07/01/04) (12/31/04) (07/01/04-12/31/04) ---------- ---------- ------------------- One Year............................... 12.33% Actual................. $1,000.00 $1,075.49 $4.23 Five Years............................. 3.63% Hypothetical (5% return Life of Fund (July 1, 1999 before expenses)..... $1,000.00 $1,021.06 $4.12 through December 31, 2004)........ 3.78% - ------------------------------------------ -------- ----------------------- ------------- ------------- ------------------ *Expenses are equal to the Fund's annualized expense ratio (0.81%), multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). See Notes to Performance on page 8 for a description of the "Expense Example". $10,000 INVESTED AT COMMENCEMENT OF OPERATIONS. Let's say you invested $10,000 in Davis Value Portfolio on July 1, 1999 (commencement of operations). As the chart below shows, by December 31, 2004 the value of your investment would have grown to $12,269 - a 22.69% increase on your initial investment. For comparison, look at how the Standard & Poor's 500(R) Stock Index did over the same period. With dividends reinvested, the same $10,000 investment would have been $9,532 - a 4.68% decrease. [GRAPHIC OMITTED] S & P 500 DVP --------- ------- 7/1/99 $10,000.00 $10,000.00 12/31/99 $10,706.00 $10,263.57 12/31/00 $ 9,732.00 $11,218.07 12/31/01 $ 8,576.00 $10,052.32 12/31/02 $ 6,681.00 $ 8,417.83 12/31/03 $ 8,597.00 $10,922.65 12/31/04 $ 9,532.00 $12,269.47 The Standard & Poor's 500(R) Stock Index is an unmanaged index of 500 selected common stocks, most of which are listed on the New York Stock Exchange. The Index is adjusted for dividends, weighted towards stocks with large market capitalization, and represents approximately two-thirds of the total market value of all domestic common stocks. The performance data for Davis Value Portfolio contained in this report represents past performance and assumes that all distributions were reinvested, and should not be considered as an indication of future performance from an investment in the Fund today. The investment return and principal value will fluctuate so that shares may be worth more or less than their original cost when redeemed. 7 DAVIS VALUE PORTFOLIO NOTES TO PERFORMANCE ================================================================================ THE FOLLOWING DISCLOSURE PROVIDES IMPORTANT INFORMATION REGARDING THE FUND'S EXPENSE EXAMPLE, WHICH APPEARS IN THE FUND'S PERFORMANCE SECTION IN THIS ANNUAL REPORT. PLEASE REFER TO THIS INFORMATION WHEN REVIEWING THE EXPENSE EXAMPLE FOR THE FUND. EXAMPLE As a shareholder of the Fund, you incur ongoing costs only, including advisory and administrative fees and other Fund expenses. The Expense Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Expense Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period indicated, which for the Fund is from 07/01/04 to 12/31/04. Please note that the Expense Example is general and does not reflect charges imposed by your insurance company's separate account or account specific costs, which may increase your total costs of investing in the fund. If these charges or account specific costs were included in the Expense Example, the expenses would have been higher. ACTUAL EXPENSES The information represented in the row entitled "Actual" provides information about actual account values and actual expenses. You may use the information in this row, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading "Expenses Paid During Period" to estimate the expenses you paid for on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The information represented in the row entitled "Hypothetical (5% return before expenses)" provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only. Therefore, the information in the row entitled "Hypothetical (5% return before expenses)" is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. 8 DAVIS VALUE PORTFOLIO SCHEDULE OF INVESTMENTS DECEMBER 31, 2004 VALUE SHARES SECURITY (NOTE 1) ============================================================================================================== COMMON STOCK - (97.98%) AUTOMOTIVE - (0.92%) 69,100 AutoZone, Inc.*.............................................................. $ 6,309,521 ------------- BANKS AND SAVINGS & LOAN ASSOCIATIONS - (12.47%) 186,000 Fifth Third Bancorp.......................................................... 8,805,240 ------------- 359,000 Golden West Financial Corp. ................................................. 22,049,780 1,426,607 HSBC Holdings PLC............................................................ 24,024,499 162,000 Lloyds TSB Group PLC, ADR.................................................... 5,959,980 33,800 State Street Corp. .......................................................... 1,660,256 368,600 Wells Fargo & Co. ........................................................... 22,908,490 ------------- 85,408,245 ------------- BUILDING MATERIALS - (1.47%) 92,600 Martin Marietta Materials, Inc. ............................................. 4,968,916 93,800 Vulcan Materials Co. ........................................................ 5,122,418 ------------- 10,091,334 ------------- BUSINESS SERVICES - (1.76%) 94,400 D&B Corp.*................................................................... 5,630,960 211,200 Iron Mountain Inc.*.......................................................... 6,439,488 ------------- 12,070,448 ------------- CABLE TELEVISION - (3.50%) 729,200 Comcast Corp., Special Class A*.............................................. 23,983,388 ------------- CONSUMER PRODUCTS - (5.33%) 597,500 Altria Group, Inc. .......................................................... 36,507,250 ------------- DISCOUNT RETAILER - (3.40%) 480,700 Costco Wholesale Corp. ...................................................... 23,287,511 ------------- DIVERSIFIED COMMERCIAL SERVICES - (0.41%) 986,400 Rentokil Initial PLC......................................................... 2,792,169 ------------- DIVERSIFIED MANUFACTURING - (4.12%) 789,858 Tyco International Ltd. ..................................................... 28,229,525 ------------- E-COMMERCE/SERVICES - (0.56%) 138,200 IAC/InterActiveCorp*......................................................... 3,816,393 ------------- ENERGY - (8.96%) 185,371 ConocoPhillips............................................................... 16,095,764 376,000 Devon Energy Corp. .......................................................... 14,633,920 160,000 EOG Resources, Inc. ......................................................... 11,417,600 241,800 Occidental Petroleum Corp. .................................................. 14,111,448 119,500 Transocean Inc.*............................................................. 5,065,605 ------------- 61,324,337 ------------- FINANCIAL SERVICES - (19.56%) 846,700 American Express Co. ........................................................ 47,728,479 445,833 Citigroup Inc. .............................................................. 21,480,234 220,000 H&R Block, Inc. ............................................................. 10,780,000 9 DAVIS VALUE PORTFOLIO SCHEDULE OF INVESTMENTS - (Continued) DECEMBER 31, 2004 VALUE SHARES SECURITY (NOTE 1) ============================================================================================================== COMMON STOCK - (CONTINUED) FINANCIAL SERVICES - (CONTINUED) 582,648 JPMorgan Chase & Co. ........................................................ $ 22,729,098 196,800 Loews Corp. ................................................................. 13,835,040 107,300 Moody's Corp. ............................................................... 9,319,005 188,500 Providian Financial Corp.*................................................... 3,104,595 73,100 Takefuji Corp. .............................................................. 4,931,208 ------------- 133,907,659 ------------- FOOD/BEVERAGE & RESTAURANT - (3.34%) 176,000 Diageo PLC, ADR.............................................................. 10,186,880 209,140 Heineken Holding NV, Class A................................................. 6,299,261 115,400 Hershey Foods Corp. ......................................................... 6,409,316 ------------- 22,895,457 ------------- HEALTH CARE - (4.01%) 152,200 Cardinal Health, Inc......................................................... 8,850,430 116,600 Eli Lilly and Co. ........................................................... 6,617,050 218,300 HCA Inc. .................................................................... 8,723,268 65,000 Novartis AG, Registered...................................................... 3,264,242 ------------- 27,454,990 ------------- INDUSTRIAL - (2.94%) 378,500 Sealed Air Corp.*............................................................ 20,162,695 ------------- INSURANCE BROKERS - (1.78%) 211,200 Aon Corp. ................................................................... 5,039,232 217,500 Marsh & McLennan Cos, Inc. .................................................. 7,155,750 ------------- 12,194,982 ------------- INVESTMENT FIRMS - (0.78%) 96,600 Morgan Stanley............................................................... 5,363,232 ------------- LIFE INSURANCE - (0.61%) 65,800 Principal Financial Group, Inc. ............................................. 2,693,852 44,700 Sun Life Financial Inc. ..................................................... 1,499,238 ------------- 4,193,090 ------------- MANUFACTURING - (0.02%) 2,000 Hunter Douglas NV............................................................ 106,265 ------------- MEDIA - (1.67%) 124,700 Lagardere S.C.A. ............................................................ 8,963,621 44,600 WPP Group PLC, ADR........................................................... 2,440,735 ------------- 11,404,356 ------------- MULTI-LINE INSURANCE - (4.72%) 492,237 American International Group, Inc. .......................................... 32,325,204 ------------- PROPERTY/CASUALTY INSURANCE - (7.81%) 365 Berkshire Hathaway Inc., Class A*............................................ 32,083,500 42 Berkshire Hathaway Inc., Class B*............................................ 123,312 10 DAVIS VALUE PORTFOLIO SCHEDULE OF INVESTMENTS - (Continued) DECEMBER 31, 2004 VALUE SHARES SECURITY (NOTE 1) ============================================================================================================== COMMON STOCK - (CONTINUED) PROPERTY/CASUALTY INSURANCE - (CONTINUED) 28,700 Chubb Corp. ................................................................. $ 2,207,030 2,100 Markel Corp.*................................................................ 764,400 215,700 Progressive Corp. (Ohio)..................................................... 18,299,988 ------------- 53,478,230 ------------- PUBLISHING - (0.57%) 47,700 Gannett Co., Inc. ........................................................... 3,897,090 ------------- REAL ESTATE - (1.71%) 244,600 Centerpoint Properties Trust................................................. 11,713,894 ------------- REINSURANCE - (1.32%) 145,937 Transatlantic Holdings, Inc. ................................................ 9,023,285 ------------- TECHNOLOGY - (2.69%) 130,800 Lexmark International, Inc., Class A*........................................ 11,118,000 272,100 Microsoft Corp. ............................................................. 7,269,152 ------------- 18,387,152 ------------- TELECOMMUNICATIONS - (0.79%) 131,000 Nokia Oyj, ADR............................................................... 2,052,770 150,400 SK Telecom Co., Ltd., ADR.................................................... 3,346,400 ------------- 5,399,170 ------------- TRANSPORTATION - (0.76%) 60,600 United Parcel Service, Inc., Class B......................................... 5,178,876 ------------- Total Common Stock - (identified cost $539,097,865)...................... 670,905,748 ------------- 11 DAVIS VALUE PORTFOLIO SCHEDULE OF INVESTMENTS - (Continued) DECEMBER 31, 2004 VALUE PRINCIPAL SECURITY (NOTE 1) ============================================================================================================== SHORT TERM INVESTMENTS - (1.58%) $ 3,494,000 Goldman, Sachs & Co. Joint Repurchase Agreement, 2.25%, 01/03/05, dated 12/31/04, repurchase value of $3,494,655 (collateralized by: U.S. Government obligations in a pooled cash account, total market value $3,563,880)............................................ $ 3,494,000 3,882,000 Nomura Securities International, Inc. Joint Repurchase Agreement, 2.35%, 01/03/05, dated 12/31/04, repurchase value of $3,882,760 (collateralized by: U.S. Government obligations in a pooled cash account, total market value $3,959,640)............................................ 3,882,000 3,407,000 UBS Financial Services Inc. Joint Repurchase Agreement, 2.27%, 01/03/05, dated 12/31/04, repurchase value of $3,407,644 (collateralized by: U.S. Government obligations in a pooled cash account, total market value $3,475,140)............................................ 3,407,000 -------------- Total Short Term Investments - (identified cost $10,783,000)........ 10,783,000 -------------- Total Investments - (99.56%) - (identified cost $549,880,865) - (a).......... 681,688,748 Other Assets Less Liabilities - (0.44%)...................................... 3,034,189 -------------- Net Assets - (100%)...................................................... $ 684,722,937 ============== *Non-Income Producing Security. (a) Aggregate cost for Federal Income Tax purposes is $551,064,358. At December 31, 2004 unrealized appreciation (depreciation) of securities for Federal Income Tax purposes is as follows: Unrealized appreciation...................................................... $ 138,941,340 Unrealized depreciation...................................................... (8,316,950) -------------- Net unrealized appreciation.............................................. $ 130,624,390 ============== SEE NOTES TO FINANCIAL STATEMENTS 12 DAVIS VALUE PORTFOLIO STATEMENT OF ASSETS AND LIABILITIES At December 31, 2004 ================================================================================ ASSETS: Investments in securities, at value (see accompanying Schedule of Investments)(cost of $549,880,865)................... $ 681,688,748 Cash................................................................................. 45,190 Receivables: Dividends and interest............................................................. 1,016,162 Capital stock sold................................................................. 2,480,423 --------------- Total assets.................................................................. 685,230,523 --------------- LIABILITIES: Payables: Capital stock reacquired........................................................... 33,115 Accrued expenses..................................................................... 30,852 Accrued management fee............................................................... 443,619 --------------- Total liabilities............................................................. 507,586 --------------- NET ASSETS ............................................................................. $ 684,722,937 =============== SHARES OUTSTANDING (NOTE 4)............................................................. 58,104,130 =============== NET ASSET VALUE, offering and redemption price per share (Net Assets [Divided By] Shares Outstanding)............ $ 11.78 =========== NET ASSETS CONSIST OF: Par value of shares of capital stock................................................. $ 58,104 Additional paid-in capital........................................................... 589,926,942 Accumulated net realized loss from investments and foreign currency transactions..... (37,070,842) Net unrealized appreciation on investments and foreign currency transactions......... 131,808,733 --------------- $ 684,722,937 =============== SEE NOTES TO FINANCIAL STATEMENTS 13 DAVIS VALUE PORTFOLIO STATEMENT OF OPERATIONS For the year ended December 31, 2004 ================================================================================ INVESTMENT INCOME: Income: Dividends (Net of foreign withholding taxes of $246,146)...................... $ 9,933,091 Interest...................................................................... 332,791 --------------- Total income.............................................................. 10,265,882 --------------- Expenses: Management fees (Note 2)...................................................... 4,578,270 Custodian fees................................................................ 179,906 Transfer agent fees........................................................... 14,149 Audit fees.................................................................... 12,000 Accounting fees (Note 2)...................................................... 6,000 Legal fees.................................................................... 10,635 Reports to shareholders....................................................... 41,828 Directors' fees and expenses.................................................. 89,462 Registration and filing fees.................................................. 15,636 Miscellaneous................................................................. 11,866 --------------- Total expenses............................................................ 4,959,752 Expenses paid indirectly (Note 5)......................................... (56) --------------- Net expenses.............................................................. 4,959,696 --------------- Net investment income.................................................. 5,306,186 --------------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized loss from: Investment transactions................................................... (3,085,739) Foreign currency transactions............................................. (27,254) Net increase in unrealized appreciation of investments and foreign currency transactions..................................................... 69,125,469 --------------- Net realized and unrealized gain on investments and foreign currency...... 66,012,476 --------------- Net increase in net assets resulting from operations................... $ 71,318,662 =============== SEE NOTES TO FINANCIAL STATEMENTS 14 DAVIS VALUE PORTFOLIO STATEMENTS OF CHANGES IN NET ASSETS ================================================================================ YEAR ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, 2004 2003 ---- ---- OPERATIONS: Net investment income.............................................. $ 5,306,186 $ 3,215,304 Net realized loss from investment and foreign currency transactions..................................................... (3,112,993) (7,034,431) Net change in unrealized appreciation (depreciation) of investments and foreign currency transactions.................... 69,125,469 104,044,100 ---------------- ---------------- Net increase in net assets resulting from operations............... 71,318,662 100,224,973 DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income.............................................. (5,273,618) (3,188,878) Return of capital.................................................. (115,109) - CAPITAL SHARE TRANSACTIONS (NOTE 4).................................... 133,790,608 104,927,119 ---------------- ---------------- Total increase in net assets........................................... 199,720,543 201,963,214 NET ASSETS: Beginning of year.................................................. 485,002,394 283,039,180 ---------------- ---------------- End of year* ...................................................... $ 684,722,937 $ 485,002,394 ================ ================ *Including undistributed net investment loss of................ - $ (5,314) SEE NOTES TO FINANCIAL STATEMENTS 15 DAVIS VALUE PORTFOLIO NOTES TO FINANCIAL STATEMENTS December 31, 2004 ================================================================================ NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Fund is a separate series of Davis Variable Account Fund, Inc., which is registered under the Investment Company Act of 1940, as amended, as a diversified, open-end management investment company. Shares of the Fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. The following is a summary of significant accounting policies followed by the Fund in the preparation of financial statements. A. VALUATION OF SECURITIES - Portfolio securities listed on national securities exchanges are valued at the last reported sales price on the day of valuation. Securities traded in the over the counter market and listed securities for which no sale was reported on that date are stated at the average of closing bid and asked prices. Securities for which market quotations are not readily available, or whose values have been affected by a significant event occurring after the close of their primary markets, are valued at fair value as determined in good faith by the Board of Directors. Short-term obligations are valued at amortized cost, which approximates fair value. These valuation procedures are reviewed and subject to approval by the Board of Directors. B. MASTER REPURCHASE AGREEMENTS - The Fund, along with other affiliated funds, may transfer uninvested cash balances into one or more master repurchase agreement accounts. These balances are invested in one or more repurchase agreements, secured by U.S. government securities. Securities pledged as collateral for repurchase agreements are held by a custodian bank until the agreements mature. Each agreement requires that the market value of the collateral be sufficient to cover payments of interest and principal; however, in the event of default by the other party to the agreement, retention of the collateral may be subject to legal proceedings. C. CURRENCY TRANSLATION - The market values of all assets and liabilities denominated in foreign currencies are recorded in the financial statements after translation to the U.S. dollar based upon the mean between the bid and offered quotations of the currencies against U.S. dollars on the date of valuation. The cost basis of such assets and liabilities is determined based upon historical exchange rates. Income and expenses are translated at average exchange rates in effect as accrued or incurred. D. FOREIGN CURRENCY - The Fund may enter into forward purchases or sales of foreign currencies to hedge certain foreign currency denominated assets and liabilities against declines in market value relative to the U.S. dollar. Forward currency contracts are marked-to-market daily and the change in market value is recorded by the Fund as an unrealized gain or loss. When the forward currency contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the forward currency contract at the time it was opened and value at the time it was closed. Investments in forward currency contracts may expose the Fund to risks resulting from unanticipated movements in foreign currency exchange rates or failure of the counter-party to the agreement to perform in accordance with the terms of the contract. Reported net realized foreign exchange gains or losses arise from the sales and maturities of investments, sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund's books, and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments in securities at fiscal year end, resulting from changes in the exchange rate. The Fund includes foreign currency gains and losses realized on the sale of investments together with market gains and losses on such investments in the statement of operations. 16 DAVIS VALUE PORTFOLIO NOTES TO FINANCIAL STATEMENTS - (Continued) December 31, 2004 ================================================================================ NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED) E. FEDERAL INCOME TAXES - It is the Fund's policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income, including any net realized gains on investments not offset by loss carryovers, to shareholders. Therefore, no provision for federal income or excise tax is required. At December 31, 2004 the Fund had approximately $1,625,000 of post October 2004 losses available to offset future capital gains if any, which expire in 2013. At December 31, 2004 the Fund had available for federal income tax purposes unused capital loss carryforwards of $6,568,000, $19,386,000, $4,776,000, and $3,532,000, which expire in 2009, 2010, 2011, and 2012, respectively. F. USE OF ESTIMATES IN FINANCIAL STATEMENTS - In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management makes 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, as well as the reported amounts of income and expenses during the reporting period. Actual results may differ from these estimates. G. SECURITIES TRANSACTIONS AND RELATED INVESTMENT INCOME - Securities transactions are accounted for on the trade date (date the order to buy or sell is executed) with realized gain or loss on the sale of securities being determined based upon identified cost. Dividend income is recorded on the ex-dividend date. Interest income, which includes accretion of discount and amortization of premium, is accrued as earned. H. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS - Dividends and distributions to shareholders are recorded on the ex-dividend date. Net investment income (loss), net realized gains (losses), and net unrealized appreciation (depreciation) of investments may differ for financial statement and tax purposes primarily because of the recognition of certain foreign currency gains (losses) as ordinary income (loss) for tax purposes and the tax deferral of losses on "wash sale" transactions. The character of dividends and distributions made during the fiscal year from net investment income and net realized securities gains may differ from their ultimate characterization for federal income tax purposes. Also, due to the timing of dividends and distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which income or realized gain was recorded by the Fund. The Fund adjusts the classification of distributions to shareholders to reflect the differences between financial statement amounts and distributions determined in accordance with income tax regulations. Accordingly, during the year ended December 31, 2004 amounts have been reclassified to reflect a decrease in undistributed net investment loss of $87,855, a decrease in accumulated net realized loss of $27,254, and a decrease to paid in capital of $115,109. The tax character of distributions paid during the years ended December 31, 2004 and 2003, was as follows: 2004 2003 ------------ ------------- Ordinary income $ 5,273,618 $ 3,188,878 Return of capital 115,109 - ------------ ------------- Total $ 5,388,727 $ 3,188,878 ============ ============= 17 DAVIS VALUE PORTFOLIO NOTES TO FINANCIAL STATEMENTS - (Continued) December 31, 2004 ================================================================================ NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED) As of December 31, 2004 the components of distributable earnings (accumulated losses) on a tax basis were as follows: Undistributed net investment income............ $ - Accumulated net realized loss from investments and foreign currency transactions............ (35,887,350) Net unrealized appreciation on investments..... 130,625,241 ------------- Total...................................... $ 94,737,891 ============= NOTE 2 - INVESTMENT ADVISORY FEES Advisory fees are paid to Davis Advisors, the Fund's investment adviser (the "Adviser") at an annual rate of 0.75% of the average annual net assets. State Street Bank and Trust Company ("State Street Bank") is the Fund's primary transfer agent. The Adviser is also paid for certain transfer agent services. The fee paid to the Adviser for the year ended December 31, 2004 was $57. State Street Bank is the Fund's primary accounting provider. Fees for such services are included in the custodian fee as State Street Bank also serves as the Fund's custodian. The Adviser is also paid for certain accounting services. The fee for the year ended December 31, 2004 amounted to $6,000. Certain directors and officers of the Fund are also directors and officers of the general partner of the Adviser. Davis Selected Advisers - NY, Inc. ("DSA-NY"), a wholly-owned subsidiary of the Adviser, acts as sub-adviser to the Fund. The Fund pays no fees directly to DSA-NY. NOTE 3 - PURCHASES AND SALES OF SECURITIES Purchases and sales of investment securities (excluding short-term securities) during the year ended December 31, 2004 were $183,794,645 and $21,591,031, respectively. 18 DAVIS VALUE PORTFOLIO NOTES TO FINANCIAL STATEMENTS - (Continued) December 31, 2004 ================================================================================ NOTE 4 - CAPITAL STOCK At December 31, 2004, there were 500 million shares of capital stock ($0.001 par value per share) authorized. Transactions in capital stock were as follows: YEAR ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, 2004 2003 ---- ---- Shares sold............................................... 16,736,008 13,746,849 Shares issued in reinvestment of distributions............ 456,672 301,691 ---------------- ---------------- 17,192,680 14,048,540 Shares redeemed........................................... (4,984,466) (2,661,937) ---------------- ---------------- Net increase........................................ 12,208,214 11,386,603 ================ ================ Proceeds from shares sold................................. $ 182,733,878 $ 124,904,118 Proceeds from shares issued in reinvestment of distributions......................... 5,388,727 3,188,877 ---------------- ---------------- 188,122,605 128,092,995 Cost of shares redeemed................................... (54,331,997) (23,165,876) ---------------- ---------------- Net increase........................................ $ 133,790,608 $ 104,927,119 ================ ================ NOTE 5 - EXPENSES PAID INDIRECTLY Under an agreement with the custodian bank, custodian fees are reduced for earnings on cash balances maintained at the custodian by the Fund. Such reductions amounted to $56 for the year ended December 31, 2004. 19 DAVIS VALUE PORTFOLIO FINANCIAL HIGHLIGHTS ================================================================================ The following financial information represents data for each share of capital stock outstanding throughout each period: YEAR ENDED DECEMBER 31, ---------------------------------------------------------------------- 2004 2003 2002 2001 2000 ---------- ---------- ---------- ---------- ---------- Net Asset Value, Beginning of Period. $ 10.57 $ 8.20 $ 9.87 $ 11.06 $ 10.25 ---------- ---------- ---------- ---------- ---------- Income (Loss) From Investment Operations - ---------------------------------------- Net Investment Income.................. 0.09 0.07 0.06 0.04 0.03 Net Realized and Unrealized Gains (Losses)...................... 1.21 2.37 (1.66) (1.19) 0.92 ---------- ---------- ---------- ---------- ---------- Total From Investment Operations.... 1.30 2.44 (1.60) (1.15) 0.95 Dividends and Distributions - --------------------------- Dividends from Net Investment Income... (0.09) (0.07) (0.06) (0.04) (0.03) Return of Capital...................... -(3) - (0.01) -(3) -(3) Distributions from Realized Gains...... - - - - (0.11) ---------- ---------- ---------- ---------- ---------- Total Dividends and Distributions... (0.09) (0.07) (0.07) (0.04) (0.14) ---------- ---------- ---------- ---------- ---------- Net Asset Value, End of Period.......... $ 11.78 $ 10.57 $ 8.20 $ 9.87 $ 11.06 ========== ========== ========== ========== ========== Total Return(1)......................... 12.33% 29.76% (16.26)% (10.39)% 9.30% - ------------ Ratios/Supplemental Data - ------------------------ Net Assets, End of Period (000 omitted). $684,723 $485,002 $283,039 $278,958 $120,209 Ratio of Expenses to Average Net Assets. 0.81% 0.82% 0.83% 0.87% 1.00%(4) Ratio of Net Investment Income to Average Net Assets.................. 0.87% 0.90% 0.70% 0.55% 0.73% Portfolio Turnover Rate(2).............. 4% 7% 24% 18% 10% (1) Assumes hypothetical initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. (2) The lesser of purchases or sales of portfolio securities for a period, divided by the monthly average of the market value of portfolio securities owned during the period. Securities with a maturity or expiration date at the time of acquisition of one year or less are excluded from the calculation. (3) Less than $0.005 per share. (4) Had the Adviser not absorbed certain expenses the ratio of expenses to average net assets would have been 1.01% for 2000. SEE NOTES TO FINANCIAL STATEMENTS 20 DAVIS VALUE PORTFOLIO REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ================================================================================ To the Shareholders and Board of Directors of Davis Variable Account Fund Inc.: We have audited the accompanying statements of assets and liabilities of Davis Value Portfolio (a separate series of Davis Variable Account Fund, Inc.), including the schedules of investments as of December 31, 2004 and the related statements of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2004, by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Davis Value Portfolio, as of December 31, 2004, and the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles. /s/ KPMG LLP Denver, Colorado February 4, 2005 21 DAVIS VALUE PORTFOLIO For the Year Ended December 31, 2004 (Unaudited) ================================================================================ FEDERAL INCOME TAX INFORMATION The information and distributions reported herein may differ from the information reported as distributions taxable to certain shareholders for the calendar year ended 2004 with their 2004 Form 1099-DIV. Income dividends paid by the Fund during the calendar year ended 2004 should be multiplied by 100% to arrive at the net amount eligible for the corporate dividend-received deduction. For the calendar year ended 2004 certain dividends paid by the Fund constitute qualified dividend income for Federal Income Tax purposes. The Fund designates $5,273,618 as qualified dividend income. PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES The Fund has adopted Portfolio Proxy Voting Policies and Procedures under which the Fund votes proxies relating to securities held by the Fund. A description of the Fund's Portfolio Proxy Voting Policies and Procedures is available (i) without charge, upon request, by calling the Fund toll-free at 1-800-279-2279, (ii) on the Fund's website at www.davisfunds.com, and (iii) on the SEC's website at www.sec.gov. In addition, the Fund is required to file Form N-PX, with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. The Fund's Form N-PX filing is available (i) without charge, upon request, by calling the Fund toll-free at 1-800-279-2279, (ii) on the Fund's website at www.davisfunds.com, and (iii) on the SEC's website at www.sec.gov. FORM N-Q The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund's Form N-Q is available without charge upon request by calling 1-800-279-2279 or on the Fund's website at www.davisfunds.com or on the SEC's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC, and that information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. 22 DAVIS VALUE PORTFOLIO 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ DIRECTORS For the purposes of their service as directors to the Davis Funds, the business address for each of the directors is 2949 E. Elvira Road, Suite 101, Tucson, AZ 85706. Each Director serves until their retirement, resignation, death or removal. Directors must retire at the close of business on the last day of the calendar year in which the Director attains age seventy-two (72), except that any person who was a Director on July 1, 1994, and at that date was seventy-three (73) years of age or less shall retire from the Board of Directors and cease being a Director at the close of business on the last day of the year in which the Director attains age seventy-four (74). NUMBER OF TERM OF PORTFOLIOS IN OFFICE AND PRINCIPAL FUND COMPLEX POSITION(S) HELD LENGTH OF OCCUPATION(S) DURING OVERSEEN BY OTHER DIRECTORSHIPS HELD BY NAME AND AGE WITH FUND TIME SERVED PAST FIVE YEARS DIRECTOR DIRECTOR - ------------------ ---------------- -------------- ------------------------ ---------------- ------------------------------- INDEPENDENT DIRECTORS WESLEY E. Director director President, Bass & 12 none BASS, JR. since 1990 Associates (financial (born 8/21/31) consulting); formerly First Deputy City Treasurer, City of Chicago; and Executive Vice President, Chicago Title and Trust Company (bank and trust). MARC P. BLUM Director director Chief Executive 12 Director, Legg Mason Trust (born 9/9/42) since 1986 Officer, World Total (asset management company) Return Fund, LLLP; Of and Rodney Trust Company Counsel to Gordon, (Delaware); Former Director, Feinblatt, Rothman, Mid-Atlantic Realty Trust Hoffberger and (real estate investment Hollander, LLC (law trust); Trustee, College of firm). Notre Dame of Maryland, McDonogh School and other public charities, private foundations, and businesses. THOMAS S. GAYNER Director director Chief Investment 12 Markel Corporation. (born 12/16/61) since 2004 Officer, Markel Corporation (insurance company). JERRY D. GEIST Director director Chairman, Santa Fe 12 Director, CH2M-Hill, Inc. (born 5/23/34) since 1986 Center Enterprises (engineering);Chairman, Santa (energy project Fe Center Enterprises; development); Retired Investment Committee for Chairman and Microgeneration Technology President, Public Fund, UTECH Funds. Service Company of New Mexico. 23 DAVIS VALUE PORTFOLIO 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ DIRECTORS - CONTINUED NUMBER OF TERM OF PORTFOLIOS IN OFFICE AND PRINCIPAL FUND COMPLEX POSITION(S) LENGTH OF OCCUPATION(S) DURING OVERSEEN BY OTHER DIRECTORSHIPS HELD BY NAME AND AGE HELD WITH FUND TIME SERVED PAST FIVE YEARS DIRECTOR DIRECTOR - ------------------ ---------------- -------------- ------------------------ ---------------- ------------------------------- INDEPENDENT DIRECTORS - CONTINUED D. JAMES GUZY Director director Chairman, PLX 12 Director, Intel Corp. (born 3/7/36) since 1982 Technology, Inc. (semi-conductor (semi-conductor manufacturer), Cirrus Logic manufacturer). Corp. (semi-conductor manufacturer), Alliance Technology Fund (a mutual fund), Micro Component Technology, Inc. (micro-circuit handling and testing equipment manufacturer), LogicVision, Inc. (semi-conductor software company), and Tessera Technologies, Inc. (semi-conductor packaging company); Former Director, Novellus Systems, Inc. (semi-conductor manufacturer). G. BERNARD Director director Managing General 12 none HAMILTON since 1978 Partner, Avanti (born 3/18/37) Partners, L.P. (investment partnership). ROBERT P. Director director Chairman, Northroad 12 none MORGENTHAU since 2002 Capital Management, (born 3/22/57) LLC (an investment management firm) since June 2002; President of Private Advisory Services, Bank of America (an investment management firm) from 2001 until 2002; prior to that a managing director and global head of marketing and distribution for Lazard Asset Management (an investment management firm) for ten years. THEODORE B. Director director Chairman, John 12 Mayor, Incorporated Village SMITH, JR. since 1994 Hassall, Inc. of Mill Neck. (born 12/23/32) (fastener manufacturing); Chairman, Cantrock Realty. 24 DAVIS VALUE PORTFOLIO 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ DIRECTORS - CONTINUED NUMBER OF TERM OF PORTFOLIOS IN OFFICE AND PRINCIPAL FUND COMPLEX POSITION(S) LENGTH OF OCCUPATION(S) DURING OVERSEEN BY OTHER DIRECTORSHIPS HELD BY NAME AND AGE HELD WITH FUND TIME SERVED PAST FIVE YEARS DIRECTOR DIRECTOR - ------------------ ---------------- -------------- ------------------------ ---------------- ------------------------------- INDEPENDENT DIRECTORS - CONTINUED CHRISTIAN R. Director director General Partner, 12 none SONNE since 1990 Tuxedo Park Associates (born 5/6/36) (land holding and development firm); President and Chief Executive Officer, Mulford Securities Corporation (private investment fund) until 1990; Former Vice President, Goldman Sachs & Co. (investment banking). MARSHA WILLIAMS Director director Executive Vice 15 Director of the Selected (born 3/28/51) since 1999 President and Chief Funds (consisting of three Financial Officer of portfolios) since 1996; Equity Office Director, Modine Properties Trust (a Manufacturing, Inc. (heat real estate investment transfer technology); trust); Former Chief Director, Chicago Bridge & Administrative Iron Company, N.V. Officer, Crate & (industrial construction and Barrel (home engineering). furnishings retailer); former Vice President and Treasurer, Amoco Corporation (oil & gas company). INSIDE DIRECTORS* JEREMY H. BIGGS Director/ director Vice Chairman, Head of 12 none (born 8/16/35) Chairman since 1994 Equity Research, Vice Chairman of U.S. Investment Policy Committee, and Member of the International Investment Committee, all for Fiduciary Trust Company International (money management firm) Consultant to Davis Selected Advisers, L.P. 25 DAVIS VALUE PORTFOLIO 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ DIRECTORS - CONTINUED NUMBER OF TERM OF PORTFOLIOS IN OFFICE AND PRINCIPAL FUND COMPLEX POSITION(S) LENGTH OF OCCUPATION(S) DURING OVERSEEN BY OTHER DIRECTORSHIPS HELD BY NAME AND AGE HELD WITH FUND TIME SERVED PAST FIVE YEARS DIRECTOR DIRECTOR - ------------------ ---------------- -------------- ------------------------ ---------------- ------------------------------- INSIDE DIRECTORS* - CONTINUED ANDREW A. DAVIS Director director President or Vice 15 Director of the Selected (born 6/25/63) since 1997 President, of each Funds (consisting of three Davis Fund and portfolios) since 1998. Selected Fund; President, Davis Selected Advisers, L.P., and also serves as an executive officer in certain companies affiliated with the Adviser. CHRISTOPHER C. Director director Chief Executive 15 Director of the Selected DAVIS since 1997 Officer, President or Funds (consisting of three (born 7/13/65) Vice President, of portfolios) since 1998. each Davis Fund and Selected Fund; Chairman and Chief Executive Officer, Davis Selected Advisers, L.P., and also serves as an executive officer in certain companies affiliated with the Adviser, including sole member of the Adviser's general partner, Davis Investments, LLC; Employee of Shelby Cullom Davis & Co. (registered broker/dealer). * Jeremy H. Biggs, Andrew A. Davis and Christopher C. Davis own partnership units (directly, indirectly or both) of the Adviser and are considered to be "interested persons" of the Funds as defined in the Investment Company Act of 1940. Andrew A. Davis and Christopher C. Davis are brothers. 26 (This page has been left blank intentionally.) (This page has been left blank intentionally.) (This page has been left blank intentionally.) DAVIS VALUE PORTFOLIO 2949 East Elvira Road, Suite 101, Tucson, Arizona 85706 ================================================================================ DIRECTORS OFFICERS Wesley E. Bass, Jr. Jeremy H. Biggs Jeremy H. Biggs Chairman Marc P. Blum Christopher C. Davis Andrew A. Davis President Christopher C. Davis Andrew A. Davis Thomas S. Gayner Vice President Jerry D. Geist Kenneth C. Eich D. James Guzy Executive Vice President G. Bernard Hamilton & Principal Executive Officer Robert P. Morgenthau Sharra L. Reed Theodore B. Smith, Jr. Vice President & Chief Compliance Officer Christian R. Sonne Douglas A. Haines Marsha Williams Vice President & Principal Accounting Officer Thomas D. Tays Vice President & Secretary INVESTMENT ADVISER Davis Selected Advisers, L.P. (Doing business as "Davis Advisors") 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 (800) 279-0279 DISTRIBUTOR Davis Distributors, LLC 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 TRANSFER AGENT & CUSTODIAN State Street Bank and Trust Company c/o The Davis Funds P.O. Box 8406 Boston, Massachusetts 02266-8406 COUNSEL Seyfarth Shaw LLP 55 East Monroe Street, Suite 4200 Chicago, Illinois 60603-5803 AUDITORS KPMG LLP 707 Seventeenth Street Suite 2700 Denver, Colorado 80202 ================================================================================ FOR MORE INFORMATION ABOUT THE DAVIS VALUE PORTFOLIO, INCLUDING MANAGEMENT FEE, CHARGES AND EXPENSES, SEE THE CURRENT PROSPECTUS WHICH MUST PRECEDE OR ACCOMPANY THIS REPORT. THE FUND'S STATEMENT OF ADDITIONAL INFORMATION CONTAINS ADDITIONAL INFORMATION ABOUT THE FUND'S DIRECTORS AND IS AVAILABLE WITHOUT CHARGE UPON REQUEST BY CALLING 1-800-279-0279. QUARTERLY FACT SHEETS ARE AVAILABLE ON THE FUND'S WEBSITE AT WWW.DAVISFUNDS.COM. ================================================================================ DAVIS ADVISORS 2949 EAST ELVIRA ROAD SUITE 101 TUCSON, AZ 85706 1-800-279-0279 davisfunds.com [DAVIS FUNDS LOGO] OVER 35 YEARS OF RELIABLE INVESTING(TM) ANNUAL REPORT [DAVIS FUNDS GRAPHIC OMITTED] DECEMBER 31, 2004 DAVIS FINANCIAL PORTFOLIO (PORTFOLIO OF DAVIS VARIABLE ACCOUNT FUND, INC.) TABLE OF CONTENTS Management's Discussion and Analysis.........................................2 Fund Performance and Supplementary Information...............................4 Schedule of Investments......................................................8 Statement of Assets and Liabilities.........................................10 Statement of Operations.....................................................11 Statements of Changes in Net Assets.........................................12 Notes to Financial Statements...............................................13 Financial Highlights........................................................17 Report of Independent Registered Public Accounting Firm.....................18 Fund Information............................................................19 Directors and Officers......................................................20 DAVIS FINANCIAL PORTFOLIO 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ MANAGEMENT'S DISCUSSION AND ANALYSIS MARKET ENVIRONMENT During the year ended December 31, 2004, the stock market, as measured by the Standard & Poor's 500(R) Index(1), returned 10.88%. U.S. economic activity, as measured by the gross domestic product rose sharply in the first two quarters before falling sharply in the third quarter of 2004. Interest rates, as measured by the 10-year Treasury bond, trended downward over the first three months, rose over the next three months then slowly declined over the last half of the year. After trending sideways during the first seven months of the year, the S&P 500(R) Index went on a sustained rally over the last five months of 2004. DAVIS FINANCIAL PORTFOLIO PERFORMANCE OVERVIEW Davis Financial Portfolio returned 10.32% for the year ended December 31, 2004(2), compared with a return of 10.88% for the Standard & Poor's 500(R) Index(1). Financial companies are subdivided into several sectors. As a group, these sectors kept pace with the S&P 500(R) Index, neither out-performing, nor under-performing the Index by a significant margin. Financial companies making important contributions(3) to the Portfolio's relative performance included three companies in the financial services sector: American Express(4), Moody's, and Loews. Over the year ended December 31, 2004, American Express increased by 17.60%, Moody's increased by 44.06%, and Loews increased by 43.59%. Another financial service company, H&R Block, decreased by 9.99% over the year ended December 31, 2004 and was one of the more important detractors from relative performance. Markel, a property and casualty insurance company, increased by 43.58% over the year ended December 31, 2004. In 2004 the Portfolio also invested in non-financial companies. Tyco International, a diversified manufacturing company, increased by 35.41% over the year ended December 31, 2004 and was an important contributor to performance. Sealed Air, an industrial company, decreased by 1.61% over the same time period and was an important detractor from performance. The Portfolio's largest sector weightings were in financial services, banks and savings & loan associations, and property and casualty insurance. The Portfolio's financial service holdings and property and casualty insurance holdings out-performed the S&P 500(R) Index, but the Portfolio's banks and savings & loan holdings under-performed the Index. Among the companies detracting from the Portfolio's performance relative to the S&P 500(R) Index were: Julius Baer, an investment firm, Fifth Third Bancorp, a banking and savings & loan company, Transatlantic Holdings, a reinsurance company, and China Life, a life insurance company. Over the year ended December 31, 2004, Julius Baer decreased by 9.42%, Fifth Third Bancorp decreased by 17.93%, Transatlantic Holdings decreased by 3.77%, and China Life decreased by 19.81%. We continue to believe that long-term demographics favor financial services companies. The Portfolio's investment strategy is to perform extensive research to buy companies with expanding earnings at value prices and hold them for the long term. We believe that performance should be evaluated over long periods of time and are strong supporters of long-term buy-and-hold investing. 2 DAVIS FINANCIAL PORTFOLIO 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED This Annual Report is authorized for use by existing shareholders. Prospective shareholders must receive a current Davis Variable Account Funds (including Davis Financial Portfolio) prospectus, which contains more information about investment strategies, risks, charges, and expenses. Please read the prospectus carefully before investing or sending money. Davis Financial Portfolio's investment objective is long-term growth of capital. There can be no assurance that the Portfolio will achieve its objective. The primary risks of an investment in Davis Financial Portfolio are: (1) market risk, (2) company risk, (3) headline risk, (4) selection risk, and (5) concentrated financial services portfolio risk. See the prospectus for a full description of each risk. Davis Financial Portfolio concentrates its investments in the financial sector, and it may be subject to greater risks than a portfolio that does not concentrate its investments in a particular sector. The Portfolio's investment performance, both good and bad, is expected to reflect the economic performance of the financial sector more than a portfolio that does not concentrate its portfolio. (1) The S&P 500(R) Index is an unmanaged index of 500 selected common stocks, most of which are listed on the New York Stock Exchange. The Index is adjusted for dividends, weighted towards stocks with large market capitalizations, and represents approximately two-thirds of the total market value of all domestic common stocks. Investments cannot be made directly in the index. (2) Total return assumes reinvestment of dividends and capital gain distributions. Past performance is not a guarantee of future results. Investment return and principal value will vary so that, when redeemed, an investor's shares may be worth more or less than when purchased. The following table lists the average annual total return for the periods ended December 31, 2004. - ----------------------------- ------------ ------------ ------------------- INCEPTION PORTFOLIO NAME 1-YEAR 5-YEAR (July 1, 1999) - ----------------------------- ------------ ------------ ------------------- Davis Financial Portfolio 10.32% 7.31% 5.18% - ----------------------------- ------------ ------------ ------------------- Performance numbers are net of all portfolio operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total return would be lower. Portfolio performance changes over time and current performance may be higher or lower than stated. For more current information please call Davis Funds Shareholder Services at 1-800-279-0279. (3) A company's or sector's contribution to the Portfolio's performance is a product both of its appreciation or depreciation and it's weighting within the portfolio. For example, a 5% holding that rises 20% has twice as much impact as a 1% holding that rises 50%. (4) This Management Discussion & Analysis discusses a number of individual companies. The information provided in this report does not provide information reasonably sufficient upon which to base an investment decision and should not be considered a recommendation to purchase or sell any particular security. The schedule of investments lists each Portfolio's holdings of each company discussed. Shares of the Davis Financial Portfolio are not deposits or obligations of any bank, are not guaranteed by any bank, are not insured by the FDIC or any other agency, and involve investment risks, including possible loss of the principal amount invested. 3 DAVIS FINANCIAL PORTFOLIO FUND OVERVIEW At December 31, 2004 ================================================================================ [GRAPHIC OMITTED] PORTFOLIO MAKEUP (% OF FUND NET ASSETS) - --------------------------------------- Short Term Investments, Other Assets & Liabilities 7.6% Common Stocks 92.4% [GRAPHIC OMITTED] SECTOR WEIGHTINGS (% OF STOCK HOLDINGS) - --------------------------------------- Banks and Savings & Loan 19.0% Diversified Manufacturing 4.6% Financial Services 36.3% Insurance 33.3% Other 6.8% TOP 10 HOLDINGS STOCK SECTOR % OF FUND NET ASSETS - ------------------------------------------------------------------------------------------------------ American Express Co. Financial Services 9.93% Transatlantic Holdings, Inc. Reinsurance 6.57% Moody's Corp. Financial Services 4.93% Citigroup Inc. Financial Services 4.80% American International Group, Inc. Multi-Line Insurance 4.73% Golden West Financial Corp. Banks and Savings & Loan Associations 4.73% Fifth Third Bancorp Banks and Savings & Loan Associations 4.70% Berkshire Hathaway Inc., Class B Property/Casualty Insurance 4.39% Cincinnati Financial Corp. Property/Casualty Insurance 4.39% Tyco International Ltd. Diversified Manufacturing 4.27% 4 DAVIS FINANCIAL PORTFOLIO PORTFOLIO ACTIVITY January 1, 2004 through December 31, 2004 ================================================================================ POSITIONS CLOSED (1/1/04-12/31/04) (Gains and losses greater than $100,000 are highlighted) DATE OF SECURITY SECTOR FINAL SALE GAIN/(LOSS) - ------------------------------------------------------------------------------ Aon Corp. Insurance Brokers 05/14/04 $ (263,058) Charles Schwab Corp. Financial Services 02/10/04 (59,013) Janus Capital Group Inc. Investment Firms 05/03/04 (569,682) 5 DAVIS FINANCIAL PORTFOLIO FUND PERFORMANCE ================================================================================ - ------------------------------------------------------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURN EXPENSE EXAMPLE FOR THE PERIODS ENDED DECEMBER 31, 2004 BEGINNING ENDING EXPENSES PAID ACCOUNT VALUE ACCOUNT VALUE DURING PERIOD* (07/01/04) (12/31/04) (07/01/04-12/31/04) ---------- ---------- ------------------- One Year.............................. 10.32% Actual............... $1,000.00 $1,070.14 $4.42 Five Years............................ 7.31% Hypothetical (5% return Life of Fund (July 1, 1999 before expenses)... $1,000.00 $1,020.71 $4.32 through December 31, 2004)....... 5.18% - ------------------------------------------------------------------------------------------------------------------------------- *Expenses are equal to the Fund's annualized expense ratio (0.85%), multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). See Notes to Performance on page 7 for a description of the "Expense Example". $10,000 INVESTED AT COMMENCEMENT OF OPERATIONS. Let's say you invested $10,000 in Davis Financial Portfolio on July 1, 1999 (commencement of operations). As the chart below shows, by December 31, 2004 the value of your investment would have grown to $13,210 - a 32.10% increase on your initial investment. For comparison, look at how the Standard & Poor's 500(R) Stock Index did over the same period. With dividends reinvested, the same $10,000 investment would have been $9,532 - a 4.68% decrease. [GRAPHIC OMITTED] S&P 500 DFP ----------- ----------- 7/1/99 $ 10,000.00 $ 10,000.00 12/31/99 $ 10,706.00 $ 9,282.62 12/31/00 $ 9,732.00 $ 12,157.43 12/31/01 $ 8,576.00 $ 10,896.24 12/31/02 $ 6,681.00 $ 9,061.29 12/31/03 $ 8,597.00 $ 11,974.80 12/31/04 $ 9,532.00 $ 13,210.28 The Standard & Poor's 500(R) Stock Index is an unmanaged index of 500 selected common stocks, most of which are listed on the New York Stock Exchange. The Index is adjusted for dividends, weighted towards stocks with large market capitalization, and represents approximately two-thirds of the total market value of all domestic common stocks. The performance data for Davis Financial Portfolio contained in this report represents past performance and assumes that all distributions were reinvested, and should not be considered as an indication of future performance from an investment in the Fund today. The investment return and principal value will fluctuate so that shares may be worth more or less than their original cost when redeemed. 6 DAVIS FINANCIAL PORTFOLIO NOTES TO PERFORMANCE ================================================================================ THE FOLLOWING DISCLOSURE PROVIDES IMPORTANT INFORMATION REGARDING THE FUND'S EXPENSE EXAMPLE, WHICH APPEARS IN THE FUND'S PERFORMANCE SECTION IN THIS ANNUAL REPORT. PLEASE REFER TO THIS INFORMATION WHEN REVIEWING THE EXPENSE EXAMPLE FOR THE FUND. EXAMPLE As a shareholder of the Fund, you incur ongoing costs only, including advisory and administrative fees and other Fund expenses. The Expense Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Expense Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period indicated, which for the Fund is from 07/01/04 to 12/31/04. Please note that the Expense Example is general and does not reflect charges imposed by your insurance company's separate account or account specific costs, which may increase your total costs of investing in the fund. If these charges or account specific costs were included in the Expense Example, the expenses would have been higher. ACTUAL EXPENSES The information represented in the row entitled "Actual" provides information about actual account values and actual expenses. You may use the information in this row, together with the amount you invested, to estimate the expenses that you paid over the period. Simply, divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading "Expenses Paid During Period" to estimate the expenses you paid for on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The information represented in the row entitled "Hypothetical (5% return before expenses)" provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only. Therefore, the information in the row entitled "Hypothetical (5% return before expenses)" is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. 7 DAVIS FINANCIAL PORTFOLIO SCHEDULE OF INVESTMENTS DECEMBER 31, 2004 VALUE SHARES SECURITY (NOTE 1) ============================================================================================= COMMON STOCK - (92.35%) BANKS AND SAVINGS & LOAN ASSOCIATIONS - (17.56%) 68,200 Commerce Bancorp, Inc. ..................................... $ 4,392,080 108,450 Fifth Third Bancorp......................................... 5,134,023 84,100 Golden West Financial Corp. ................................ 5,165,422 72,400 Wells Fargo & Co. .......................................... 4,499,660 ------------- 19,191,185 BUSINESS SERVICES - (2.40%) 44,000 D&B Corp.*.................................................. 2,624,600 ------------- CONSUMER PRODUCTS - (2.28%) 40,800 Altria Group, Inc. ......................................... 2,492,880 ------------- DIVERSIFIED MANUFACTURING - (4.27%) 130,500 Tyco International Ltd. .................................... 4,664,070 ------------- FINANCIAL SERVICES - (31.42%) 192,500 American Express Co. ....................................... 10,851,225 108,800 Citigroup Inc. ............................................. 5,241,984 48,100 H&R Block, Inc. ............................................ 2,356,900 92,948 JPMorgan Chase & Co. ....................................... 3,625,902 61,800 Loews Corp. ................................................ 4,344,540 62,000 Moody's Corp. ............................................. 5,384,700 153,200 Providian Financial Corp.*.................................. 2,523,204 ------------- 34,328,455 ------------- INDUSTRIAL - (1.63%) 33,500 Sealed Air Corp.*........................................... 1,784,545 ------------- INVESTMENT FIRMS - (2.09%) 7,600 Julius Baer Holding, Ltd. AG................................ 2,279,667 ------------- LIFE INSURANCE - (0.55%) 22,600 China Life Insurance Co., Ltd., ADR*........................ 597,544 ------------- MULTI-LINE INSURANCE - (4.73%) 78,787 American International Group, Inc. ......................... 5,173,942 ------------- PROPERTY/CASUALTY INSURANCE - (16.76%) 7 Berkshire Hathaway Inc., Class A*........................... 615,300 1,635 Berkshire Hathaway Inc., Class B*........................... 4,800,360 108,290 Cincinnati Financial Corp. ................................. 4,797,788 38,600 FPIC Insurance Group, Inc.*................................. 1,363,931 9,400 Markel Corp.*............................................... 3,421,600 39,100 Progressive Corp. (Ohio).................................... 3,317,244 ------------- 18,316,223 ------------- 8 DAVIS FINANCIAL PORTFOLIO SCHEDULE OF INVESTMENTS - (Continued) DECEMBER 31, 2004 VALUE SHARES/PRINCIPAL SECURITY (NOTE 1) ============================================================================================================== COMMON STOCK - (CONTINUED) REINSURANCE - (8.66%) 25,500 Everest Re Group, Ltd. ...................................................... $ 2,283,780 116,037 Transatlantic Holdings, Inc. ................................................ 7,174,568 -------------- 9,458,348 -------------- Total Common Stock - (identified cost $80,845,455)....................... 100,911,459 -------------- SHORT TERM INVESTMENTS - (7.53%) $ 2,666,000 Goldman, Sachs & Co. Joint Repurchase Agreement, 2.25%, 01/03/05, dated 12/31/04, repurchase value of $2,666,500 (collateralized by: U.S. Government obligations in a pooled cash account, total market value $2,719,320)............................................ 2,666,000 2,962,000 Nomura Securities International, Inc. Joint Repurchase Agreement, 2.35%, 01/03/05, dated 12/31/04, repurchase value of $2,962,580 (collateralized by: U.S. Government obligations in a pooled cash account, total market value $3,021,240)............................................ 2,962,000 2,599,000 UBS Financial Services Inc. Joint Repurchase Agreement, 2.27%, 01/03/05, dated 12/31/04, repurchase value of $2,599,492 (collateralized by: U.S. Government obligations in a pooled cash account, total market value $2,650,980)............................................ 2,599,000 -------------- Total Short Term Investments - (identified cost $8,227,000)......... 8,227,000 -------------- Total Investments - (99.88%) - (identified cost $89,072,455) - (a)........... 109,138,459 Other Assets Less Liabilities - (0.12%)...................................... 135,290 -------------- Net Assets - (100%).................................................. $ 109,273,749 ============== *Non-Income Producing Security. (a) Aggregate cost for Federal Income Tax purposes is $89,403,696. At December 31, 2004 unrealized appreciation (depreciation) of securities for Federal Income Tax purposes is as follows: Unrealized appreciation...................................................... $ 20,916,908 Unrealized depreciation...................................................... (1,182,145) -------------- Net unrealized appreciation.............................................. $ 19,734,763 ============== SEE NOTES TO FINANCIAL STATEMENTS 9 DAVIS FINANCIAL PORTFOLIO STATEMENT OF ASSETS AND LIABILITIES At December 31, 2004 ================================================================================ ASSETS: Investments in securities, at value (see accompanying Schedule of Investments)(cost of $89,072,455)............................... $ 109,138,459 Cash............................................................................................ 2,600 Receivables: Dividends and interest........................................................................ 134,641 Capital stock sold............................................................................ 81,846 --------------- Total assets............................................................................. 109,357,546 --------------- LIABILITIES: Payables: Capital stock reacquired...................................................................... 302 Accrued expenses................................................................................ 13,423 Accrued management fee.......................................................................... 70,072 --------------- Total liabilities........................................................................ 83,797 --------------- NET ASSETS......................................................................................... $ 109,273,749 =============== SHARES OUTSTANDING (NOTE 4)........................................................................ 8,522,573 =============== NET ASSET VALUE, offering and redemption price per share (Net Assets / Shares Outstanding).................................. $ 12.82 =========== NET ASSETS CONSIST OF: Par value of shares of capital stock............................................................ $ 8,523 Additional paid-in capital...................................................................... 91,583,027 Undistributed net investment loss............................................................... (2,146) Accumulated net realized loss from investments and foreign currency transactions................ (2,383,246) Net unrealized appreciation on investments and foreign currency transactions.................... 20,067,591 --------------- $ 109,273,749 =============== SEE NOTES TO FINANCIAL STATEMENTS 10 DAVIS FINANCIAL PORTFOLIO STATEMENT OF OPERATIONS For the year ended December 31, 2004 ================================================================================ INVESTMENT INCOME: Income: Dividends (Net of foreign withholding taxes of $9,853)........................................ $ 1,032,742 Interest...................................................................................... 94,876 -------------- Total income.............................................................................. 1,127,618 -------------- Expenses: Management fees (Note 2)...................................................................... 676,192 Custodian fees................................................................................ 37,538 Transfer agent fees........................................................................... 9,037 Audit fees.................................................................................... 8,400 Accounting fees (Note 2)...................................................................... 6,000 Legal fees.................................................................................... 1,596 Reports to shareholders....................................................................... 11,406 Directors' fees and expenses.................................................................. 13,566 Registration and filing fees.................................................................. 2,491 Miscellaneous................................................................................. 2,486 -------------- Total expenses............................................................................ 768,712 Expenses paid indirectly (Note 5)......................................................... (29) -------------- Net expenses.............................................................................. 768,683 -------------- Net investment income.................................................................. 358,935 -------------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized loss from: Investment transactions................................................................... (1,006,272) Foreign currency transactions............................................................. (3,128) Net increase in unrealized appreciation of investments and foreign currency transactions............................................................ 9,637,834 -------------- Net realized and unrealized gain on investments and foreign currency...................... 8,628,434 -------------- Net increase in net assets resulting from operations................................... $ 8,987,369 ============== SEE NOTES TO FINANCIAL STATEMENTS 11 DAVIS FINANCIAL PORTFOLIO STATEMENTS OF CHANGES IN NET ASSETS YEAR ENDED DECEMBER 31, ----------------------------------------- 2004 2003 ---- ---- OPERATIONS: Net investment income.............................................. $ 358,935 $ 222,162 Net realized loss from investment and foreign currency transactions..................................................... (1,009,400) (380,603) Net change in unrealized appreciation (depreciation) of investments and foreign currency transactions.................... 9,637,834 14,533,880 ---------------- ---------------- Net increase in net assets resulting from operations............... 8,987,369 14,375,439 DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income.............................................. (364,973) (215,570) CAPITAL SHARE TRANSACTIONS (NOTE 4).................................... 29,472,122 25,310,603 ---------------- ---------------- Total increase in net assets........................................... 38,094,518 39,470,472 NET ASSETS: Beginning of year.................................................. 71,179,231 31,708,759 ---------------- ---------------- End of year*....................................................... $ 109,273,749 $ 71,179,231 ================ ================ *Including undistributed net investment income (loss) of...... $ (2,146) $ 6,114 SEE NOTES TO FINANCIAL STATEMENTS 12 DAVIS FINANCIAL PORTFOLIO NOTES TO FINANCIAL STATEMENTS December 31, 2004 ================================================================================ NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Fund is a separate series of Davis Variable Account Fund, Inc., which is registered under the Investment Company Act of 1940, as amended, as a diversified, open-end management investment company. Shares of the Fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. The following is a summary of significant accounting policies followed by the Fund in the preparation of financial statements. A. VALUATION OF SECURITIES - Portfolio securities listed on national securities exchanges are valued at the last reported sales price on the day of valuation. Securities traded in the over the counter market and listed securities for which no sale was reported on that date are stated at the average of closing bid and asked prices. Securities for which market quotations are not readily available, or whose values have been affected by a significant event occurring after the close of their primary markets, are valued at fair value as determined in good faith by the Board of Directors. Short-term obligations are valued at amortized cost, which approximates fair value. These valuation procedures are reviewed and subject to approval by the Board of Directors. B. MASTER REPURCHASE AGREEMENTS - The Fund, along with other affiliated funds, may transfer uninvested cash balances into one or more master repurchase agreement accounts. These balances are invested in one or more repurchase agreements, secured by U.S. government securities. Securities pledged as collateral for repurchase agreements are held by a custodian bank until the agreements mature. Each agreement requires that the market value of the collateral be sufficient to cover payments of interest and principal; however, in the event of default by the other party to the agreement, retention of the collateral may be subject to legal proceedings. C. CURRENCY TRANSLATION - The market values of all assets and liabilities denominated in foreign currencies are recorded in the financial statements after translation to the U.S. dollar based upon the mean between the bid and offered quotations of the currencies against U.S. dollars on the date of valuation. The cost basis of such assets and liabilities is determined based upon historical exchange rates. Income and expenses are translated at average exchange rates in effect as accrued or incurred. D. FOREIGN CURRENCY - The Fund may enter into forward purchases or sales of foreign currencies to hedge certain foreign currency denominated assets and liabilities against declines in market value relative to the U.S. dollar. Forward currency contracts are marked-to-market daily and the change in market value is recorded by the Fund as an unrealized gain or loss. When the forward currency contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the forward currency contract at the time it was opened and value at the time it was closed. Investments in forward currency contracts may expose the Fund to risks resulting from unanticipated movements in foreign currency exchange rates or failure of the counter-party to the agreement to perform in accordance with the terms of the contract. Reported net realized foreign exchange gains or losses arise from the sales and maturities of investments, sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund's books, and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments in securities at fiscal year end, resulting from changes in the exchange rate. The Fund includes foreign currency gains and losses realized on the sale of investments together with market gains and losses on such investments in the statement of operations. 13 DAVIS FINANCIAL PORTFOLIO NOTES TO FINANCIAL STATEMENTS - (CONTINUED) December 31, 2004 ================================================================================ NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED) E. FEDERAL INCOME TAXES - It is the Fund's policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income, including any net realized gains on investments not offset by loss carryovers, to shareholders. Therefore, no provision for federal income or excise tax is required. At December 31, 2004, the Fund had approximately $148,000 of post October 2004 losses available to offset future capital gains if any, which expire in 2013. Additionally, the Fund had $2,000 of post October 2004 foreign currency losses which were deferred. At December 31, 2004, the Fund had available for federal income tax purposes unused capital loss carryforwards of $650,000, $328,000 and $926,000, which expire in 2009, 2011 and 2012, respectively. F. USE OF ESTIMATES IN FINANCIAL STATEMENTS - In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management makes 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, as well as the reported amounts of income and expenses during the reporting period. Actual results may differ from these estimates. G. SECURITIES TRANSACTIONS AND RELATED INVESTMENT INCOME - Securities transactions are accounted for on the trade date (date the order to buy or sell is executed) with realized gain or loss on the sale of securities being determined based upon identified cost. Dividend income is recorded on the ex-dividend date. Interest income, which includes accretion of discount and amortization of premium, is accrued as earned. H. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS - Dividends and distributions to shareholders are recorded on the ex-dividend date. Net investment income (loss), net realized gains (losses) and net unrealized appreciation (depreciation) of investments may differ for financial statement and tax purposes primarily because of the recognition of certain foreign currency gains (losses) as ordinary income (loss) for tax purposes and the tax deferral of losses on "wash sale" transactions. The character of dividends and distributions made during the fiscal year from net investment income and net realized securities gains may differ from their ultimate characterization for federal income tax purposes. Also, due to the timing of dividends and distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which income or realized gain was recorded by the Fund. The Fund adjusts the classification of distributions to shareholders to reflect the differences between financial statement amounts and distributions determined in accordance with income tax regulations. Accordingly, during the year ended December 31, 2004, amounts have been reclassified to reflect a decrease in undistributed net investment income of $2,222, a decrease in accumulated net realized loss of $3,128, and a decrease to paid in capital of $906. The tax character of distributions paid during the years ended December 31, 2004 and 2003, was as follows: 2004 2003 ----------------- ----------------- Ordinary income $ 364,973 $ 215,570 14 DAVIS FINANCIAL PORTFOLIO NOTES TO FINANCIAL STATEMENTS - (CONTINUED) December 31, 2004 ================================================================================ NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED) As of December 31, 2004 the components of distributable earnings (accumulated losses) on a tax basis were as follows: Undistributed net investment income.......................... $ - Accumulated net realized losses from investments and foreign currency transactions....................................... (2,054,151) Net unrealized appreciation on investments................... 19,736,350 ------------- Total..................................................... $ 17,682,199 ============= NOTE 2 - INVESTMENT ADVISORY FEES Advisory fees are paid to Davis Advisors (the "Adviser") at an annual rate of 0.75% of the average annual net assets. State Street Bank and Trust Company ("State Street Bank") is the Fund's primary transfer agent. The Adviser is also paid for certain transfer agent services. The fee paid to the Adviser for the year ended December 31, 2004 was $35. State Street Bank is the Fund's primary accounting provider. Fees for such services are included in the custodian fee as State Street Bank also serves as the Fund's custodian. The Adviser is also paid for certain accounting services. The fee for the year ended December 31, 2004 amounted to $6,000. Certain directors and officers of the Fund are also directors and officers of the general partner of the Adviser. Davis Selected Advisers - NY, Inc. ("DSA-NY"), a wholly-owned subsidiary of the Adviser, acts as sub-adviser to the Fund. The Fund pays no fees directly to DSA-NY. NOTE 3 - PURCHASES AND SALES OF SECURITIES Purchases and sales of investment securities (excluding short-term securities) during the year ended December 31, 2004 were $30,856,392 and $4,840,238, respectively. 15 DAVIS FINANCIAL PORTFOLIO NOTES TO FINANCIAL STATEMENTS - (CONTINUED) December 31, 2004 ================================================================================ NOTE 4 - CAPITAL STOCK At December 31, 2004, there were 500 million shares of capital stock ($0.001 par value per share) authorized. Transactions in capital stock were as follows: YEAR ENDED DECEMBER 31, --------------------------------------------- 2004 2003 ---- ---- Shares sold............................................... 3,238,473 2,921,413 Shares issued in reinvestment of distributions............ 28,469 18,520 ---------------- ---------------- 3,266,942 2,939,933 Shares redeemed........................................... (848,124) (420,309) ---------------- ---------------- Net increase........................................ 2,418,818 2,519,624 ================ ================ Proceeds from shares sold................................. $ 39,191,938 $ 29,024,533 Proceeds from shares issued in reinvestment of distributions......................... 364,973 215,570 ---------------- ---------------- 39,556,911 29,240,103 Cost of shares redeemed................................... (10,084,789) (3,929,500) ---------------- ---------------- Net increase........................................ $ 29,472,122 $ 25,310,603 ================ ================ NOTE 5 - EXPENSES PAID INDIRECTLY Under an agreement with the custodian bank, custodian fees are reduced for earnings on cash balances maintained at the custodian by the Fund. Such reductions amounted to $29 for the year ended December 31, 2004. 16 DAVIS FINANCIAL PORTFOLIO FINANCIAL HIGHLIGHTS ================================================================================ The following financial information represents data for each share of capital stock outstanding throughout each period: YEAR ENDED DECEMBER 31, ------------------------------------------------------------------ 2004 2003 2002 2001 2000 ---- ---- ---- ---- ---- Net Asset Value, Beginning of Period.... $ 11.66 $ 8.85 $ 10.67 $ 11.91 $ 9.26 ---------- ---------- ---------- ---------- ---------- Income (Loss) From Investment Operations Net Investment Income.................. 0.04 0.04 0.02 - 0.01 Net Realized and Unrealized Gains (Losses)...................... 1.16 2.81 (1.82) (1.24) 2.84 ---------- ---------- ---------- ---------- ---------- Total From Investment Operations.... 1.20 2.85 (1.80) (1.24) 2.85 Dividends and Distributions Dividends from Net Investment Income... (0.04) (0.04) (0.02) -(3) (0.01) Return of Capital...................... - - - -(3) -(3) Distributions from Realized Gains...... - - - - (0.19) ---------- ---------- ---------- ---------- ---------- Total Dividends and Distributions... (0.04) (0.04) (0.02) - (0.20) ---------- ---------- ---------- ---------- ---------- Net Asset Value, End of Period.......... $ 12.82 $ 11.66 $ 8.85 $ 10.67 $ 11.91 ========== ========== ========== ========== ========== Total Return(1)......................... 10.32% 32.15% (16.84)% (10.37)% 30.97% - ------------ Ratios/Supplemental Data Net Assets, End of Period (000 omitted) $109,274 $71,179 $31,709 $24,587 $14,770 Ratio of Expenses to Average Net Assets 0.85% 0.90% 0.99% 1.00%(4) 1.00%(4) Ratio of Net Investment Income to Average Net Assets.................. 0.40% 0.48% 0.32% 0.04% 0.18% Portfolio Turnover Rate(2)............. 6% 10% 23% 24% 26% (1) Assumes hypothetical initial investment on the business day before the first day of the fiscal period with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. (2) The lesser of purchases or sales of portfolio securities for a period, divided by the monthly average of the market value of portfolio securities owned during the period. Securities with a maturity or expiration date at the time of acquisition of one year or less are excluded from the calculation. (3) Less than $0.005 per share. (4) Had the Adviser not absorbed certain expenses the ratio of expenses to average net assets would have been 1.04% and 1.55% for 2001 and 2000, respectively. SEE NOTES TO FINANCIAL STATEMENTS 17 DAVIS FINANCIAL PORTFOLIO REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ================================================================================ To the Shareholders and Board of Directors of Davis Variable Account Fund, Inc.: We have audited the accompanying statement of assets and liabilities of Davis Financial Portfolio (a separate series of Davis Variable Account Fund, Inc.), including the schedule of investments as of December 31, 2004 and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2004, by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Davis Financial Portfolio as of December 31, 2004, and the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles. /s/ KPMG LLP Denver, Colorado February 4, 2005 18 DAVIS FINANCIAL PORTFOLIO DECEMBER 31, 2004 (UNAUDITED) ================================================================================ FEDERAL INCOME TAX INFORMATION The information and distributions reported herein may differ from the information reported as distributions taxable to certain shareholders for the calendar year ended 2004 with their 2004 Form 1099-DIV. Income dividends paid by the Fund during the calendar year ended 2004 should be multiplied by 100% to arrive at the net amount eligible for the corporate dividend-received deduction. For the calendar year ended 2004 certain dividends paid by the Fund constitute qualified dividend income for Federal Income Tax purposes. The Fund designates $364,973 as qualified dividend income. PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES The Fund has adopted Portfolio Proxy Voting Policies and Procedures under which the Fund votes proxies relating to securities held by the Fund. A description of the Fund's Portfolio Proxy Voting Policies and Procedures is available (i) without charge, upon request, by calling the Fund toll-free at 1-800-279-2279, (ii) on the Fund's website at www.davisfunds.com, and (iii) on the SEC's website at www.sec.gov. In addition, the Fund is required to file Form N-PX, with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. The Fund's Form N-PX filing is available (i) without charge, upon request, by calling the Funds toll-free at 1-800-279-2279, (ii) on the Fund's website at www.davisfunds.com, and (iii) on the SEC's website at www.sec.gov. FORM N-Q The Fund files the complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund's Form N-Q is available without charge upon request by calling 1-800-279-2279 or on the Fund's website at www.davisfunds.com or on the SEC's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC, and that information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. 19 DAVIS FINANCIAL PORTFOLIO 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ DIRECTORS For the purposes of their service as directors to the Davis Funds, the business address for each of the directors is 2949 E. Elvira Road, Suite 101, Tucson, AZ 85706. Each Director serves until their retirement, resignation, death or removal. Directors must retire at the close of business on the last day of the calendar year in which the Director attains age seventy-two (72), except that any person who was a Director on July 1, 1994, and at that date was seventy-three (73) years of age or less shall retire from the Board of Directors and cease being a Director at the close of business on the last day of the year in which the Director attains age seventy-four (74). NUMBER OF TERM OF PORTFOLIOS IN OFFICE AND PRINCIPAL FUND COMPLEX POSITION(S) LENGTH OF OCCUPATION(S) DURING OVERSEEN BY OTHER DIRECTORSHIPS HELD BY NAME AND AGE HELD WITH FUND TIME SERVED PAST FIVE YEARS DIRECTOR DIRECTOR - ------------------ ---------------- -------------- ------------------------ ---------------- ------------------------------- INDEPENDENT DIRECTORS WESLEY E. Director director President, Bass & 12 none BASS, JR. since 1990 Associates (financial (born 8/21/31) consulting); formerly First Deputy City Treasurer, City of Chicago; and Executive Vice President, Chicago Title and Trust Company (bank and trust). MARC P. BLUM Director director Chief Executive 12 Director, Legg Mason Trust (born 9/9/42) since 1986 Officer, World Total (asset management company) Return Fund, LLLP; Of and Rodney Trust Company Counsel to Gordon, (Delaware); Former Director, Feinblatt, Rothman, Mid-Atlantic Realty Trust Hoffberger and (real estate investment Hollander, LLC (law trust); Trustee, College of firm). Notre Dame of Maryland, McDonogh School and other public charities, private foundations, and businesses. THOMAS S. GAYNER Director director Chief Investment 12 Markel Corporation. (born 12/16/61) since 2004 Officer, Markel Corporation (insurance company). JERRY D. GEIST Director director Chairman, Santa Fe 12 Director, CH2M-Hill, Inc. (born 5/23/34) since 1986 Center Enterprises (engineering);Chairman, Santa (energy project Fe Center Enterprises; development); Retired Investment Committee for Chairman and Microgeneration Technology President, Public Fund, UTECH Funds. Service Company of New Mexico. 20 DAVIS FINANCIAL PORTFOLIO 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ DIRECTORS - CONTINUED NUMBER OF TERM OF PORTFOLIOS IN OFFICE AND PRINCIPAL FUND COMPLEX POSITION(S) LENGTH OF OCCUPATION(S) DURING OVERSEEN BY OTHER DIRECTORSHIPS HELD BY NAME AND AGE HELD WITH FUND TIME SERVED PAST FIVE YEARS DIRECTOR DIRECTOR - ------------------ ---------------- -------------- ------------------------ ---------------- ------------------------------- INDEPENDENT DIRECTORS - CONTINUED D. JAMES GUZY Director director Chairman, PLX 12 Director, Intel Corp. (born 3/7/36) since 1982 Technology, Inc. (semi-conductor (semi-conductor manufacturer), Cirrus Logic manufacturer). Corp. (semi-conductor manufacturer), Alliance Technology Fund (a mutual fund), Micro Component Technology, Inc. (micro-circuit handling and testing equipment manufacturer), LogicVision, Inc. (semi-conductor software company), and Tessera Technologies, Inc. (semi-conductor packaging company); Former Director, Novellus Systems, Inc. (semi-conductor manufacturer). G. BERNARD Director director Managing General 12 none HAMILTON since 1978 Partner, Avanti (born 3/18/37) Partners, L.P. (investment partnership). ROBERT P. Director director Chairman, Northroad 12 none MORGENTHAU since 2002 Capital Management, (born 3/22/57) LLC (an investment management firm) since June 2002; President of Private Advisory Services, Bank of America (an investment management firm) from 2001 until 2002; prior to that a managing director and global head of marketing and distribution for Lazard Asset Management (an investment management firm) for ten years. THEODORE B. Director director Chairman, John 12 Mayor, Incorporated Village SMITH, JR. since 1994 Hassall, Inc. of Mill Neck. (born 12/23/32) (fastener manufacturing); Chairman, Cantrock Realty. 21 DAVIS FINANCIAL PORTFOLIO 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ DIRECTORS - CONTINUED NUMBER OF TERM OF PORTFOLIOS IN OFFICE AND PRINCIPAL FUND COMPLEX POSITION(S) LENGTH OF OCCUPATION(S) DURING OVERSEEN BY OTHER DIRECTORSHIPS HELD BY NAME AND AGE HELD WITH FUND TIME SERVED PAST FIVE YEARS DIRECTOR DIRECTOR - ------------------ ---------------- -------------- ------------------------ ---------------- ------------------------------- INDEPENDENT DIRECTORS - CONTINUED CHRISTIAN R. Director director General Partner, 12 none SONNE since 1990 Tuxedo Park Associates (born 5/6/36) (land holding and development firm); President and Chief Executive Officer, Mulford Securities Corporation (private investment fund) until 1990; Former Vice President, Goldman Sachs & Co. (investment banking). MARSHA WILLIAMS Director director Executive Vice 15 Director of the Selected (born 3/28/51) since 1999 President and Chief Funds (consisting of three Financial Officer, portfolios) since 1996; Equity Office Director, Modine Properties Trust (a Manufacturing, Inc. (heat real estate investment transfer technology); trust); Former Chief Director, Chicago Bridge & Administrative Iron Company, N.V. Officer, Crate & (industrial construction and Barrel (home engineering). furnishings retailer); former Vice President and Treasurer, Amoco Corporation (oil & gas company). INSIDE DIRECTORS* JEREMY H. BIGGS Director/ director Vice Chairman, Head of 12 none (born 8/16/35) Chairman since 1994 Equity Research, Vice Chairman of U.S. Investment Policy Committee and Member of the International Investment Committee, all for Fiduciary Trust Company International (money management firm) Consultant to Davis Selected Advisers, L.P. 22 DAVIS FINANCIAL PORTFOLIO 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ DIRECTORS - CONTINUED NUMBER OF TERM OF PORTFOLIOS IN OFFICE AND PRINCIPAL FUND COMPLEX POSITION(S) LENGTH OF OCCUPATION(S) DURING OVERSEEN BY OTHER DIRECTORSHIPS HELD BY NAME AND AGE HELD WITH FUND TIME SERVED PAST FIVE YEARS DIRECTOR DIRECTOR - ------------------ ---------------- -------------- ------------------------ ---------------- ------------------------------- INSIDE DIRECTORS* - CONTINUED ANDREW A. DAVIS Director director President or Vice 15 Director of the Selected (born 6/25/63) since 1997 President, of each Funds (consisting of three Davis Fund and portfolios) since 1998. Selected Fund; President, Davis Selected Advisers, L.P., and also serves as an executive officer in certain companies affiliated with the Adviser. CHRISTOPHER C. Director director Chief Executive 15 Director of the Selected DAVIS since 1997 Officer, President or Funds (consisting of three (born 7/13/65) Vice President, of portfolios) since 1998. each Davis Fund and Selected Fund; Chairman and Chief Executive Officer, Davis Selected Advisers, L.P., and also serves as an executive officer in certain companies affiliated with the Adviser, including sole member of the Adviser's general partner, Davis Investments, LLC; Employee of Shelby Cullom Davis & Co. (registered broker/dealer). * Jeremy H. Biggs, Andrew A. Davis and Christopher C. Davis own partnership units (directly, indirectly or both) of the Adviser and are considered to be "interested persons" of the Funds as defined in the Investment Company Act of 1940. Andrew A. Davis and Christopher C. Davis are brothers. 23 DAVIS FINANCIAL PORTFOLIO ================================================================================ 2949 East Elvira Road, Suite 101, Tucson, Arizona 85706 DIRECTORS OFFICERS Wesley E. Bass, Jr. Jeremy H. Biggs Jeremy H. Biggs Chairman Marc P. Blum Christopher C. Davis Andrew A. Davis President Christopher C. Davis Andrew A. Davis Thomas S. Gayner Vice President Jerry D. Geist Kenneth C. Eich D. James Guzy Executive Vice President & G. Bernard Hamilton Principal Executive Officer Robert P. Morgenthau Sharra L. Reed Theodore B. Smith, Jr. Vice President & Chief Compliance Christian R. Sonne Officer Marsha Williams Douglas A. Haines Vice President & Principal Accounting Officer Thomas D. Tays Vice President & Secretary INVESTMENT ADVISER Davis Selected Advisers, L.P. (Doing business as "Davis Advisors") 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 (800) 279-0279 DISTRIBUTOR Davis Distributors, LLC 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 TRANSFER AGENT & CUSTODIAN State Street Bank and Trust Company c/o The Davis Funds P.O. Box 8406 Boston, Massachusetts 02266-8406 COUNSEL Seyfarth Shaw LLP 55 East Monroe Street, Suite 4200 Chicago, Illinois 60603-5803 AUDITORS KPMG LLP 707 Seventeenth Street Suite 2700 Denver, Colorado 80202 ================================================================================ FOR MORE INFORMATION ABOUT THE DAVIS FINANCIAL PORTFOLIO, INCLUDING MANAGEMENT FEE, CHARGES AND EXPENSES, SEE THE CURRENT DAVIS VARIABLE ACCOUNT FUNDS (INCLUDING DAVIS FINANCIAL PORTFOLIO) PROSPECTUS WHICH MUST PRECEDE OR ACCOMPANY THIS REPORT. THE DAVIS VARIABLE ACCOUNT FUNDS STATEMENT OF ADDITIONAL INFORMATION CONTAINS ADDITIONAL INFORMATION ABOUT THE FUND'S DIRECTORS AND IS AVAILABLE WITHOUT CHARGE UPON REQUEST BY CALLING 1-800-279-0279. QUARTERLY FACT SHEETS ARE AVAILABLE ON THE FUND'S WEBSITE AT WWW.DAVISFUNDS.COM. ================================================================================ DAVIS ADVISORS 2949 EAST ELVIRA ROAD SUITE 101 TUCSON, AZ 85706 1-800-279-0279 WWW.DAVISFUNDS.COM [DAVIS FUND LOGO] ANNUAL REPORT [DAVIS FUNDS GRAPHIC OMITTED] DECEMBER 31, 2004 DAVIS REAL ESTATE PORTFOLIO (PORTFOLIO OF DAVIS VARIABLE ACCOUNT FUND, INC.) TABLE OF CONTENTS Management's Discussion and Analysis.........................................2 Fund Performance and Supplementary Information...............................5 Schedule of Investments......................................................9 Statement of Assets and Liabilities.........................................12 Statement of Operations.....................................................13 Statements of Changes in Net Assets.........................................14 Notes to Financial Statements...............................................15 Financial Highlights........................................................19 Report of Independent Registered Public Accounting Firm.....................20 Fund Information............................................................21 Directors and Officers......................................................22 DAVIS REAL ESTATE PORTFOLIO 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ MANAGEMENT'S DISCUSSION AND ANALYSIS MARKET ENVIRONMENT During the year ended December 31, 2004, the stock market, as measured by the Standard & Poor's 500(R) Index(1), returned 10.88%. U.S. economic activity, as measured by the gross domestic product rose sharply in the first two quarters before falling sharply in the third quarter of 2004. Interest rates, as measured by the 10-year Treasury bond, trended downward over the first three months, rose over the next three months then slowly declined over the last half of the year. After trending sideways during the first seven months of the year, the S&P 500(R) Index went on a sustained rally over the last five months of 2004. DAVIS REAL ESTATE PORTFOLIO PERFORMANCE OVERVIEW Davis Real Estate Portfolio returned 33.35% for the year ended December 31, 2004(2), compared with a return of 34.78% for the Dow Jones Wilshire Real Estate Securities Index(1). The Portfolio's largest real estate sector weightings were in office space REITs and shopping center REITs. The Portfolio's shopping center REITs out-performed the Dow Jones Wilshire Real Estate Securities Index, while the Portfolio's office space REITs under-performed the Index. Over the year ended December 31, 2004, SL Green Realty(3), an office space REIT, increased by 53.52% and Developers Diversified, a shopping center REIT, increased 38.86%. Other companies contributing(4) to performance relative to the Dow Jones Wilshire Real Estate Securities Index included: two industrial REITs, Centerpoint Properties and ProLogis, and Vornado Realty Trust, a diversified REIT. Over the year ended December 31, 2004, Centerpoint Properties increased by 32.93%, ProLogis increased by 41.03%, and Vornado Realty Trust increased by 46.53%. All three companies were among the Portfolio's ten largest holdings at the end of the year. Starwood Hotels & Resorts, a hotel & lodging company, also increased by 64.71% over the year ended December 31, 2004. The individual companies detracting the most from performance relative to the Dow Jones Wilshire Real Estate Securities Index were: Affordable Residential Communities, a manufactured home REIT, Equity Office Properties, an office space REIT, and Home Properties, an apartment REIT. Affordable Residential Communities decreased by 20.81% while it was held in the Portfolio. Equity Office Properties decreased by 8.89% prior to being sold in April 2004. Home Properties decreased by 4.68% prior to being sold in May 2004. In the strong bull market, cash holdings were also a drag on relative performance. The Portfolio's investment strategy is to seek out growing real estate companies (principally REITs) that can be purchased at value prices and held for the long-term. This Annual Report is authorized for use by existing shareholders. Prospective shareholders must receive a current Davis Variable Account Funds (including Davis Real Estate Portfolio) prospectus, which contains more information about investment strategies, risks, charges, and expenses. Please read the prospectus carefully before investing or sending money. 2 DAVIS REAL ESTATE PORTFOLIO 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED Davis Real Estate Portfolio's investment objective is total return through a combination of growth and income. There can be no assurance that the Portfolio will achieve its objective. The primary risks of an investment in Davis Real Estate Portfolio are: (1) market risk, (2) company risk, (3) small and medium capitalization risk, (4) headline risk, (5) selection risk, (6) focused portfolio risk, and (7) concentrated real estate portfolio risk. See the prospectus for a full description of each risk. Davis Real Estate Portfolio concentrates its investments in the real estate sector, and it may be subject to greater risks than a portfolio that does not concentrate its investments in a particular sector. The Portfolio's investment performance, both good and bad, is expected to reflect the economic performance of the real estate sector much more than a portfolio that does not concentrate its portfolio. Davis Real Estate Portfolio is allowed under its charter to focus its investments in fewer companies, and it may be subject to greater risks than a more diversified portfolio that is not allowed to focus its investments in a few companies. Should the portfolio manager determine that it is prudent to focus the Portfolio's portfolio in a few companies, the Portfolio's investment performance, both good and bad, is expected to reflect the economic performance of its more focused portfolio. (1) The definitions of indices quoted in this report appear below. Investments cannot be made directly in the indices. I. The S&P 500(R) Index is an unmanaged index of 500 selected common stocks, most of which are listed on the New York Stock Exchange. The Index is adjusted for dividends, weighted towards stocks with large market capitalizations, and represents approximately two-thirds of the total market value of all domestic common stocks. II. The Dow Jones Wilshire Real Estate Securities Index is a broad measure of the performance of publicly traded real estate securities, such as Real Estate Investment Trusts (REITs) and Real Estate Operating Companies (REOCs). The Index is capitalization-weighted. The beginning date was January 1, 1978, and the Index is rebalanced monthly and returns are calculated on a buy and hold basis. (2) Total return assumes reinvestment of dividends and capital gain distributions. Past performance is not a guarantee of future results. Investment return and principal value will vary so that, when redeemed, an investor's shares may be worth more or less than when purchased. The following table lists the average annual total returns for the periods ended December 31, 2004. - ------------------------------ ------------- ------------ ------------------- PORTFOLIO NAME INCEPTION 1-YEAR 5-YEAR (July 1, 1999) - ------------------------------ ------------- ------------ ------------------- Davis Real Estate Portfolio 33.35% 20.24% 15.78% - ------------------------------ ------------- ------------ ------------------- Performance numbers are net of all portfolio operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total return would be lower. Portfolio performance changes over time and current performance may be higher or lower than stated. For more current information please call Davis Funds Shareholder Services at 1-800-279-0279. 3 DAVIS REAL ESTATE PORTFOLIO 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED (3) This Management Discussion & Analysis discusses a number of individual companies. The information provided in this report does not provide information reasonably sufficient upon which to base an investment decision and should not be considered a recommendation to purchase or sell any particular security. The schedule of investments lists each Portfolio's holdings of each company discussed. (4) A company's or sector's contribution to the Portfolio's performance is a product both of its appreciation or depreciation and it's weighting within the portfolio. For example, a 5% holding that rises 20% has twice as much impact as a 1% holding that rises 50%. Shares of the Davis Real Estate Portfolio are not deposits or obligations of any bank, are not guaranteed by any bank, are not insured by the FDIC or any other agency, and involve investment risks, including possible loss of the principal amount invested. 4 DAVIS REAL ESTATE PORTFOLIO FUND OVERVIEW At December 31, 2004 ================================================================================ [GRAPHIC OMITTED] PORTFOLIO MAKEUP (% OF FUND NET ASSETS) Common Stocks 89.7% Short Term Investments, Preferred Stocks, Other Assets & Liabilities 10.3% [GRAPHIC OMITTED] SECTOR WEIGHTINGS (% OF STOCK HOLDINGS) - --------------------------------------- REITs 88.3% Diversified 4.2% Residential/Commercial Building 2.6% Industrial 1.7% Hotels & Lodgings 1.6% Shopping Centers 1.6% TOP 10 HOLDINGS STOCK SECTOR % OF FUND NET ASSETS - ---------------------------------------------------------------------------------------------- Centerpoint Properties Trust Industrial (REITS) 6.62% SL Green Realty Corp. Office Space (REITS) 4.19% ProLogis Industrial (REITS) 4.12% Alexandria Real Estate Equities, Inc. Office Space (REITS) 3.66% Vornado Realty Trust Diversified (REITS) 3.64% Developers Diversified Realty Corp. Shopping Centers (REITS) 3.55% Catellus Development Corp. Industrial (REITS) 3.38% Forest City Enterprises, Inc., Class A Diversified 3.33% Essex Property Trust, Inc. Apartments (REITS) 3.29% General Growth Properties, Inc. Malls (REITS) 3.28% 5 DAVIS REAL ESTATE PORTFOLIO PORTFOLIO ACTIVITY January 1, 2004 through December 31, 2004 ================================================================================ NEW POSITIONS ADDED (1/1/04-12/31/04) (Highlighted positions are those greater than 2.25% of 12/31/04 total net assets) DATE OF 1ST % OF 12/31/04 SECURITY SECTOR PURCHASE FUND NET ASSETS - -------------------------------------------------------------------------------------------------------------------- Affordable Residential Communities Inc. Manufactured Homes (REITS) 02/11/04 - Brandywine Realty Trust Office Space (REITS) 04/06/04 2.40% Brixton PLC Industrial 09/02/04 1.54% Camden Property Trust Apartments (REITS) 05/07/04 1.19% Capital Automotive REIT Specialty Retail (REITS) 06/09/04 2.97% Gramercy Capital Corp. Financial Services (REITS) 07/28/04 1.35% Kilroy Realty Corp. Office Space (REITS) 05/07/04 0.95% Liberty International PLC Shopping Centers 09/02/04 1.47% Mills Corp. Malls (REITS) 08/04/04 2.69% Pan Pacific Retail Properties, Inc. Shopping Centers (REITS) 06/29/04 2.87% St. Joe Co. Diversified 05/18/04 0.43% POSITIONS CLOSED (1/1/04-12/31/04) (Gains and losses greater than $150,000 are highlighted) DATE OF SECURITY SECTOR FINAL SALE GAIN/(LOSS) - ------------------------------------------------------------------------------------------------------------------- Affordable Residential Communities Inc. Manufactured Homes (REITS) 10/15/04 $ (142,930) Archstone-Smith Trust Apartments (REITS) 12/17/04 278,228 Avalonbay Communities, Inc. Apartments (REITS) 10/14/04 393,770 CBL & Associates Properties, Inc. Malls (REITS) 05/26/04 136,956 Chelsea Property Group, Inc. Outlet Centers (REITS) 08/20/04 984,305 Equity Office Properties Trust Office Space (REITS) 04/13/04 (84,283) Equity Residential Apartments (REITS) 04/13/04 187 Home Properties of New York, Inc. Apartments (REITS) 05/04/04 39,299 Liberty Property Trust Diversified (REITS) 05/10/04 187,280 Rayonier Inc. Forestry (REITS) 05/19/04 (7,159) Rouse Co. Malls (REITS) 11/15/04 573,284 6 DAVIS REAL ESTATE PORTFOLIO FUND PERFORMANCE ================================================================================ - ------------------------------------------------ -------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURN EXPENSE EXAMPLE FOR THE PERIODS ENDED DECEMBER 31, 2004 BEGINNING ENDING EXPENSES PAID ACCOUNT VALUE ACCOUNT VALUE DURING PERIOD* (07/01/04) (12/31/04) (07/01/04-12/31/04) ---------- --------- ------------------- One Year............................. 33.35% Actual............... $1,000.00 $1,251.62 $4.98 Five Years........................... 20.24% Hypothetical (5%return Life of Fund (July 1, 1999 before expenses)... $1,000.00 $1,020.86 $4.47 through December 31, 2004)...... 15.78% - ------------------------------------------------ -------------------------------------------------------------------------- *Expenses are equal to the Fund's annualized expense ratio (0.88%), multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). See Notes to Performance on page 8 for a description of the "Expense Example". $10,000 INVESTED AT COMMENCEMENT OF OPERATIONS. Let's say you invested $10,000 in Davis Real Estate Portfolio on July 1, 1999 (commencement of operations). As the chart below shows, by December 31, 2004 the value of your investment would have grown to $22,419 - a 124.19% increase on your initial investment. For comparison, the Dow Jones Wilshire Real Estate Securities Index and the Standard & Poor's 500(R) Stock Index are also presented on the chart below. [GRAPHIC OMITTED] S&P 500 DJ Wilshire Real Estate Index DREP ----------- ----------------------------- ------------ 7/1/99 $ 10,000.00 $ 10,000.00 $ 10,000.00 12/31/99 $ 10,706.00 $ 9,075.00 $ 8,920.53 12/31/00 $ 9,732.00 $ 11,863.75 $ 11,001.85 12/31/01 $ 8,576.00 $ 13,103.51 $ 11,606.73 12/31/02 $ 6,681.00 $ 13,452.06 $ 12,290.85 12/31/03 $ 8,597.00 $ 18,440.09 $ 16,812.61 12/31/04 $ 9,532.00 $ 24,853.55 $ 22,419.13 The Dow Jones Wilshire Real Estate Securities Index is a broad measure of the performance of publicly traded real estate securities, such as Real Estate Investment Trusts (REITs) and Real Estate Operating Companies (REOCs). Investments cannot be made directly into the Index. The index used includes net dividends reinvested. The Standard & Poor's 500(R) Stock Index is an unmanaged index of 500 selected common stocks, most of which are listed on the New York Stock Exchange. The Index is adjusted for dividends, weighted towards stocks with large market capitalization, and represents approximately two-thirds of the total market value of all domestic common stocks. The performance data for Davis Real Estate Portfolio contained in this report represents past performance and assumes that all distributions were reinvested, and should not be considered as an indication of future performance from an investment in the Fund today. The investment return and principal value will fluctuate so that shares may be worth more or less than their original cost when redeemed. 7 DAVIS REAL ESTATE PORTFOLIO NOTES TO PERFORMANCE ================================================================================ THE FOLLOWING DISCLOSURE PROVIDES IMPORTANT INFORMATION REGARDING THE FUND'S EXPENSE EXAMPLE, WHICH APPEARS IN THE FUND'S PERFORMANCE SECTION IN THIS ANNUAL REPORT. PLEASE REFER TO THIS INFORMATION WHEN REVIEWING THE EXPENSE EXAMPLE FOR THE FUND. EXAMPLE As a shareholder of the Fund, you incur ongoing costs only, including advisory and administrative fees and other Fund expenses. The Expense Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Expense Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period indicated, which for the Fund is from 07/01/04 to 12/31/04. Please note that the Expense Example is general and does not reflect charges imposed by your insurance company's separate account or account specific costs, which may increase your total costs of investing in the fund. If these charges or account specific costs were included in the Expense Example, the expenses would have been higher. ACTUAL EXPENSES The information represented in the row entitled "Actual" provides information about actual account values and actual expenses. You may use the information in this row, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading "Expenses Paid During Period" to estimate the expenses you paid for on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The information represented in the row entitled "Hypothetical (5% return before expenses)" provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only. Therefore, the information in the row entitled "Hypothetical (5% return before expenses)" is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. 8 DAVIS REAL ESTATE PORTFOLIO SCHEDULE OF INVESTMENTS DECEMBER 31, 2004 VALUE SHARES SECURITY (NOTE 1) ========================================================================================== COMMON STOCK - (89.65%) APARTMENTS (REITS) - (7.73%) 13,600 Camden Property Trust....................................... $ 693,600 22,900 Essex Property Trust, Inc. ................................. 1,919,020 76,400 United Dominion Realty Trust, Inc. ......................... 1,894,720 ------------- 4,507,340 ------------- DIVERSIFIED - (3.76%) 33,700 Forest City Enterprises, Inc., Class A...................... 1,939,435 3,900 St. Joe Co. ................................................ 250,380 ------------- 2,189,815 ------------- DIVERSIFIED (REITS) - (6.67%) 51,800 Duke Realty Corp. .......................................... 1,768,452 27,831 Vornado Realty Trust........................................ 2,118,774 ------------- 3,887,226 ------------- FINANCIAL SERVICES (REITS) - (3.45%) 38,100 Gramercy Capital Corp. ..................................... 784,860 27,100 iStar Financial Inc. ....................................... 1,226,546 ------------- 2,011,406 ------------- FORESTRY (REITS) - (2.61%) 39,600 Plum Creek Timber Co., Inc. ................................ 1,522,224 ------------- HOTELS & LODGING - (1.47%) 14,700 Starwood Hotels & Resorts Worldwide, Inc. .................. 858,480 ------------- INDUSTRIAL - (1.54%) 133,500 Brixton PLC................................................. 897,023 ------------- INDUSTRIAL (REITS) - (14.12%) 64,466 Catellus Development Corp. ................................. 1,972,660 80,500 Centerpoint Properties Trust................................ 3,855,145 55,400 ProLogis.................................................... 2,400,482 ------------- 8,228,287 ------------- MALLS (REITS) - (8.03%) 52,942 General Growth Properties, Inc. ............................ 1,914,383 24,600 Mills Corp. ................................................ 1,568,496 18,500 Simon Property Group, Inc. ................................. 1,196,395 ------------- 4,679,274 ------------- OFFICE SPACE (REITS) - (21.63%) 28,700 Alexandria Real Estate Equities, Inc. ...................... 2,135,854 41,100 Arden Realty, Inc. ......................................... 1,550,292 8,900 Boston Properties, Inc. .................................... 575,563 47,500 Brandywine Realty Trust..................................... 1,396,025 45,500 CarrAmerica Realty Corp. ................................... 1,501,500 60,900 Corporate Office Properties Trust........................... 1,787,415 13,000 Kilroy Realty Corp. ........................................ 555,750 9 DAVIS REAL ESTATE PORTFOLIO SCHEDULE OF INVESTMENTS - (Continued) DECEMBER 31, 2004 VALUE SHARES SECURITY (NOTE 1) ============================================================================================ COMMON STOCK - (CONTINUED) OFFICE SPACE (REITS) - (CONTINUED) 13,000 Parkway Properties, Inc. .................................. $ 659,750 40,370 SL Green Realty Corp. ..................................... 2,444,403 ------------- 12,606,552 ------------- RESIDENTIAL/COMMERCIAL BUILDING - (2.30%) 45,500 WCI Communities, Inc.*..................................... 1,337,700 ------------- SHOPPING CENTERS - (1.47%) 46,000 Liberty International PLC.................................. 855,292 ------------- SHOPPING CENTERS (REITS) - (11.90%) 46,625 Developers Diversified Realty Corp. ....................... 2,068,751 23,800 Kimco Realty Corp. ........................................ 1,380,162 26,700 Pan Pacific Retail Properties, Inc. ....................... 1,674,090 32,700 Regency Centers Corp. ..................................... 1,811,580 ------------- 6,934,583 ------------- SPECIALTY RETAIL (REITS) - (2.97%) 48,800 Capital Automotive REIT.................................... 1,733,620 ------------- Total Common Stock - (identified cost $36,540,854)....... 52,248,822 ------------- PREFERRED STOCK - (0.23%) APARTMENTS (REITS) - (0.23%) 2,000 Equity Residential, 7.00%, Series E, Cum. Conv. Pfd. ...... 81,000 1,600 Equity Residential, 8.60%, Series D, Cum. Pfd. ............ 43,864 400 Equity Residential, 9.125%, Series C, Cum. Pfd. ........... 10,724 ------------- Total Preferred Stock - (identified cost $113,921)....... 135,588 ------------- 10 DAVIS REAL ESTATE PORTFOLIO SCHEDULE OF INVESTMENTS - (Continued) DECEMBER 31, 2004 VALUE PRINCIPAL SECURITY (NOTE 1) ============================================================================================================ SHORT TERM INVESTMENTS - (9.67%) $ 1,825,000 Goldman, Sachs & Co. Joint Repurchase Agreement, 2.25%, 01/03/05, dated 12/31/04, repurchase value of $1,825,342 (collateralized by: U.S. Government obligations in a pooled cash account, total market value $1,861,500)............................................ $ 1,825,000 2,028,000 Nomura Securities International, Inc. Joint Repurchase Agreement, 2.35%, 01/03/05, dated 12/31/04, repurchase value of $2,028,397 (collateralized by: U.S. Government obligations in a pooled cash account, total market value $2,068,560)............................................ 2,028,000 1,780,000 UBS Financial Services Inc. Joint Repurchase Agreement, 2.27%, 01/03/05, dated 12/31/04, repurchase value of $1,780,337 (collateralized by: U.S. Government obligations in a pooled cash account, total market value $1,815,600)............................................ 1,780,000 ------------- Total Short Term Investments - (identified cost $5,633,000)......... 5,633,000 ------------- Total Investments - (99.55%) - (identified cost $42,287,775) - (a)........... 58,017,410 Other Assets Less Liabilities - (0.45%)...................................... 261,208 ------------- Net Assets - (100%)................................................. $ 58,278,618 ============= *Non-Income Producing Security. (a) Aggregate cost for Federal Income Tax purposes is $42,291,610. At December 31, 2004 unrealized appreciation (depreciation) of securities for Federal Income Tax purposes is as follows: Unrealized appreciation...................................................... $ 15,726,120 Unrealized depreciation...................................................... (320) ------------- Net unrealized appreciation......................................... $ 15,725,800 ============= SEE NOTES TO FINANCIAL STATEMENTS 11 DAVIS REAL ESTATE PORTFOLIO STATEMENT OF ASSETS AND LIABILITIES At December 31, 2004 ================================================================================ ASSETS: Investments in securities, at value (see accompanying Schedule of Investments)(cost of $42,287,775)................................. $ 58,017,410 Cash.............................................................................................. 126,563 Receivables: Dividends and interest.......................................................................... 258,713 Capital stock sold.............................................................................. 21,994 Investment securities sold...................................................................... 29,005 --------------- Total assets............................................................................... 58,453,685 --------------- LIABILITIES: Payables: Capital stock reacquired........................................................................ 124,047 Accrued expenses.................................................................................. 13,712 Accrued management fee............................................................................ 37,308 ---------------- Total liabilities.......................................................................... 175,067 --------------- NET ASSETS .......................................................................................... $ 58,278,618 =============== SHARES OUTSTANDING (NOTE 4).......................................................................... 3,468,251 =============== NET ASSET VALUE, offering and redemption price per share (Net Assets divided by Shares Outstanding).......................... $ 16.80 =========== NET ASSETS CONSIST OF: Par value of shares of capital stock.............................................................. $ 3,468 Additional paid-in capital........................................................................ 41,698,075 Accumulated net realized gains from investments and foreign currency transactions................. 847,440 Net unrealized appreciation on investments and foreign currency transactions...................... 15,729,635 --------------- $ 58,278,618 =============== SEE NOTES TO FINANCIAL STATEMENTS 12 DAVIS REAL ESTATE PORTFOLIO STATEMENT OF OPERATIONS For the year ended December 31, 2004 ================================================================================ INVESTMENT INCOME: Income: Dividends (Net of foreign withholding taxes of $1,159)........................................ $ 1,365,447 Interest...................................................................................... 45,013 -------------- Total income.............................................................................. 1,410,460 -------------- Expenses: Management fees (Note 2)...................................................................... 331,425 Custodian fees................................................................................ 24,583 Transfer agent fees........................................................................... 8,470 Audit fees.................................................................................... 8,400 Accounting fees (Note 2)...................................................................... 6,000 Legal fees.................................................................................... 948 Reports to shareholders....................................................................... 898 Directors' fees and expenses.................................................................. 6,752 Registration and filing fees.................................................................. 1,475 Miscellaneous................................................................................. 5,252 -------------- Total expenses............................................................................ 394,203 Expenses paid indirectly (Note 5)......................................................... (66) -------------- Net expenses.............................................................................. 394,137 -------------- Net investment income.................................................................. 1,016,323 -------------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain (loss) from: Investment transactions................................................................... 3,278,373 Foreign currency transactions............................................................. (868) Net increase in unrealized appreciation of investments and foreign currency transactions.................................................................... 9,199,069 -------------- Net realized and unrealized gain on investments and foreign currency...................... 12,476,574 -------------- Net increase in net assets resulting from operations................................... $ 13,492,897 ============== SEE NOTES TO FINANCIAL STATEMENTS 13 DAVIS REAL ESTATE PORTFOLIO STATEMENTS OF CHANGES IN NET ASSETS ================================================================================ YEAR ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, 2004 2003 ---- ---- OPERATIONS: Net investment income.............................................. $ 1,016,323 $ 941,827 Net realized gain from investment and foreign currency transactions..................................................... 3,277,505 966,089 Net increase in unrealized appreciation of investments and foreign currency transactions................................ 9,199,069 6,265,053 ---------------- ---------------- Net increase in net assets resulting from operations............... 13,492,897 8,172,969 DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income.............................................. (1,497,449) (1,245,232) Realized gains from investment transactions........................ (1,939,529) (596,951) CAPITAL SHARE TRANSACTIONS (NOTE 4).................................... 12,559,434 10,526,271 ---------------- ---------- Total increase in net assets........................................... 22,615,353 16,857,057 NET ASSETS: Beginning of year.................................................. 35,663,265 18,806,208 ---------------- ---------------- End of year........................................................ $ 58,278,618 $ 35,663,265 ================ ================ SEE NOTES TO FINANCIAL STATEMENTS 14 DAVIS REAL ESTATE PORTFOLIO NOTES TO FINANCIAL STATEMENTS December 31, 2004 ================================================================================ NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Fund is a separate series of Davis Variable Account Fund, Inc., which is registered under the Investment Company Act of 1940, as amended, as a non-diversified, open-end management investment company. Shares of the Fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. The following is a summary of significant accounting policies followed by the Fund in the preparation of financial statements. A. VALUATION OF SECURITIES - Portfolio securities listed on national securities exchanges are valued at the last reported sales price on the day of valuation. Securities traded in the over the counter market and listed securities for which no sale was reported on that date are stated at the average of closing bid and asked prices. Securities for which market quotations are not readily available, or whose values have been affected by a significant event occurring after the close of their primary markets, are valued at fair value as determined in good faith by the Board of Directors. Short-term obligations are valued at amortized cost, which approximates fair value. These valuation procedures are reviewed and subject to approval by the Board of Directors. B. MASTER REPURCHASE AGREEMENTS - The Fund, along with other affiliated funds, may transfer uninvested cash balances into one or more master repurchase agreement accounts. These balances are invested in one or more repurchase agreements, secured by U.S. government securities. Securities pledged as collateral for repurchase agreements are held by a custodian bank until the agreements mature. Each agreement requires that the market value of the collateral be sufficient to cover payments of interest and principal; however, in the event of default by the other party to the agreement, retention of the collateral may be subject to legal proceedings. C. CURRENCY TRANSLATION - The market values of all assets and liabilities denominated in foreign currencies are recorded in the financial statements after translation to the U.S. dollar based upon the mean between the bid and offered quotations of the currencies against U.S. dollars on the date of valuation. The cost basis of such assets and liabilities is determined based upon historical exchange rates. Income and expenses are translated at average exchange rates in effect as accrued or incurred. D. FOREIGN CURRENCY - The Fund may enter into forward purchases or sales of foreign currencies to hedge certain foreign currency denominated assets and liabilities against declines in market value relative to the U.S. dollar. Forward currency contracts are marked-to-market daily and the change in market value is recorded by the Fund as an unrealized gain or loss. When the forward currency contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the forward currency contract at the time it was opened and value at the time it was closed. Investments in forward currency contracts may expose the Fund to risks resulting from unanticipated movements in foreign currency exchange rates or failure of the counter-party to the agreement to perform in accordance with the terms of the contract. Reported net realized foreign exchange gains or losses arise from the sales and maturities of investments, sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund's books, and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments in securities at fiscal year end, resulting from changes in the exchange rate. The Fund includes foreign currency gains and losses realized on the sale of investments together with market gains and losses on such investments in the statement of operations. 15 DAVIS REAL ESTATE PORTFOLIO NOTES TO FINANCIAL STATEMENTS - (CONTINUED) December 31, 2004 ================================================================================ NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED) E. FEDERAL INCOME TAXES - It is the Fund's policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income, including any net realized gains on investments not offset by loss carryovers, to shareholders. Therefore, no provision for federal income or excise tax is required. F. USE OF ESTIMATES IN FINANCIAL STATEMENTS - In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management makes 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, as well as the reported amounts of income and expenses during the reporting period. Actual results may differ from these estimates. G. SECURITIES TRANSACTIONS AND RELATED INVESTMENT INCOME - Securities transactions are accounted for on the trade date (date the order to buy or sell is executed) with realized gain or loss on the sale of securities being determined based upon identified cost. Dividend income is recorded on the ex-dividend date. Interest income, which includes accretion of discount and amortization of premium, is accrued as earned. H. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS - Dividends and distributions to shareholders are recorded on the ex-dividend date. Net investment income (loss), net realized gains (losses), and net unrealized appreciation (depreciation) of investments may differ for financial statement and tax purposes primarily because of the recognition of certain foreign currency gains (losses) as ordinary income (loss) for tax purposes and the tax deferral of losses on "wash sale" transactions. The character of dividends and distributions made during the fiscal year from net investment income and net realized securities gains may differ from their ultimate characterization for federal income tax purposes. Also, due to the timing of dividends and distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which income or realized gain was recorded by the Fund. The Fund adjusts the classification of distributions to shareholders to reflect the differences between financial statement amounts and distributions determined in accordance with income tax regulations. Accordingly, during the year ended December 31, 2004 amounts have been reclassified to reflect a decrease in undistributed net investment loss of $481,126 and a corresponding decrease in accumulated net realized gain. The tax character of distributions paid during the years ended December 31, 2004 and 2003, was as follows: 2004 2003 ----------------- ----------------- Ordinary income $ 1,178,988 $ 1,027,407 Long term capital gain 2,257,990 814,776 ------------ ------------- Total $ 3,436,978 $ 1,842,183 ============ ============= 16 DAVIS REAL ESTATE PORTFOLIO NOTES TO FINANCIAL STATEMENTS - (CONTINUED) December 31, 2004 ================================================================================ NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED) As of December 31, 2004 the components of distributable earnings (accumulated losses) on a tax basis were as follows: Undistributed net investment income............ $ - Undistributed long term capital gain........... 851,273 Net unrealized appreciation on investments..... 15,725,802 ------------- Total...................................... $ 16,577,075 ============= NOTE 2 - INVESTMENT ADVISORY FEES Advisory fees are paid to Davis Advisors, the Fund's investment adviser (the "Adviser") at an annual rate of 0.75% of the average annual net assets. State Street Bank and Trust Company ("State Street Bank") is the Fund's primary transfer agent. The Adviser is also paid for certain transfer agent services. The fee paid to the Adviser for the year ended December 31, 2004 was $32. State Street Bank is the Fund's primary accounting provider. Fees for such services are included in the custodian fee as State Street Bank also serves as the Fund's custodian. The Adviser is also paid for certain accounting services. The fee for the year ended December 31, 2004 amounted to $6,000. Certain directors and officers of the Fund are also directors and officers of the general partner of the Adviser. Davis Selected Advisers - NY, Inc. ("DSA-NY"), a wholly-owned subsidiary of the Adviser, acts as sub-adviser to the Fund. The Fund pays no fees directly to DSA-NY. NOTE 3 - PURCHASES AND SALES OF SECURITIES Purchases and sales of investment securities (excluding short-term securities) during the year ended December 31, 2004 were $20,115,212 and $13,136,560, respectively. 17 DAVIS REAL ESTATE PORTFOLIO NOTES TO FINANCIAL STATEMENTS - (CONTINUED) December 31, 2004 ================================================================================ NOTE 4 - CAPITAL STOCK At December 31, 2004, there were 500 million shares of capital stock ($0.001 par value per share) authorized. Transactions in capital stock were as follows: YEAR ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, 2004 2003 ---- ---- Shares sold............................................... 1,356,048 1,477,124 Shares issued in reinvestment of distributions............ 215,308 144,561 ---------------- ---------------- 1,571,356 1,621,685 Shares redeemed........................................... (751,119) (766,305) ---------------- ---------------- Net increase........................................ 820,237 855,380 ================ ================ Proceeds from shares sold................................. $ 19,825,910 $ 17,872,635 Proceeds from shares issued in reinvestment of distributions......................... 3,436,978 1,842,181 ---------------- ---------------- 23,262,888 19,714,816 Cost of shares redeemed................................... (10,703,454) (9,188,545) ---------------- ---------------- Net increase........................................ $ 12,559,434 $ 10,526,271 ================ ================ NOTE 5 - EXPENSES PAID INDIRECTLY Under an agreement with the custodian bank, custodian fees are reduced for earnings on cash balances maintained at the custodian by the Fund. Such reductions amounted to $66 for the year ended December 31, 2004. 18 DAVIS REAL ESTATE PORTFOLIO FINANCIAL HIGHLIGHTS ================================================================================ The following financial information represents data for each share of capital stock outstanding throughout each period: YEAR ENDED DECEMBER 31, ------------------------------------------------------------------------ 2004 2003 2002 2001 2000 ---- ---- ---- ---- ---- Net Asset Value, Beginning of Period.... $ 13.47 $ 10.49 $ 10.35 $ 10.38 $ 8.71 ---------- ---------- ---------- ---------- ---------- Income From Investment Operations - --------------------------------- Net Investment Income.................. 0.34 0.44 0.36 0.36 0.33 Net Realized and Unrealized Gains...... 4.07 3.34 0.25 0.19 1.67 ---------- ---------- ---------- ---------- ---------- Total From Investment Operations.... 4.41 3.78 0.61 0.55 2.00 Dividends and Distributions - ---------------------------- Dividends from Net Investment Income... (0.48) (0.55) (0.36) (0.36) (0.33) Return of Capital...................... - - (0.11) (0.07) - Distributions from Realized Gains...... (0.60) (0.25) - (0.11) - Distributions in Excess of Net Investment Income................... - - - (0.04) - --------- ---------- ---------- ---------- ---------- Total Dividends and Distributions... (1.08) (0.80) (0.47) (0.58) (0.33) ---------- ---------- ---------- ---------- ---------- Net Asset Value, End of Period.......... $ 16.80 $ 13.47 $ 10.49 $ 10.35 $ 10.38 ========== ========== ========== ========== ========== Total Return(1)......................... 33.35% 36.79% 5.89% 5.50% 23.33% - ------------ Ratios/Supplemental Data - ------------------------ Net Assets, End of Period (000 omitted) $58,279 $35,663 $18,806 $10,029 $4,853 Ratio of Expenses to Average Net Assets 0.89% 0.98% 1.00%(3) 1.00%(3) 1.07%(3,4) Ratio of Net Investment Income to Average Net Assets.................. 2.30% 3.74% 3.54% 3.70% 4.31% Portfolio Turnover Rate(2)............. 32% 22% 52% 45% 16% 1 Assumes hypothetical initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. 2 The lesser of purchases or sales of portfolio securities for a period, divided by the monthly average of the market value of portfolio securities owned during the period. Securities with a maturity or expiration date at the time of acquisition of one year or less are excluded from the calculation. 3 Had the Adviser not absorbed certain expenses, the ratio of expenses to average net assets would have been 1.10%, 1.39%, and 3.15% for 2002, 2001, and 2000, respectively. 4 Ratio of expenses to average net assets after the reduction of expenses paid indirectly was 1.00% for 2000. SEE NOTES TO FINANCIAL STATEMENTS 19 DAVIS REAL ESTATE PORTFOLIO REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ================================================================================ To the Shareholders and Board of Directors of Davis Variable Account Fund, Inc.: We have audited the accompanying statements of assets and liabilities of Davis Real Estate Portfolio (a separate series of Davis Variable Account Fund, Inc.), including the schedules of investments as of December 31, 2004 and the related statements of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2004, by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Davis Real Estate Portfolio, as of December 31, 2004, and the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles. /S/ KPMG LLP Denver, Colorado February 4, 2005 20 DAVIS REAL ESTATE PORTFOLIO FOR THE YEAR ENDED DECEMBER 31, 2004 (UNAUDITED) ================================================================================ FEDERAL INCOME TAX INFORMATION The information and distributions reported herein may differ from the information reported as distributions taxable to certain shareholders for the calendar year ended 2004 with their 2004 Form 1099-DIV. During the calendar year ended 2004 the Fund declared and paid long-term capital gain distributions in the amount of $2,257,990. Dividends paid by the Fund during the calendar year ended 2004, which are not designated as capital gain distributions, should be multiplied by 2% to arrive at the net amount eligible for the corporate dividend-received deduction. For the calendar year ended 2004 certain dividends paid by the Fund constitute qualified dividend income for Federal Income Tax purposes. The Fund designates $38,314 as qualified dividend income. PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES The Fund has adopted Portfolio Proxy Voting Policies and Procedures under which the Fund votes proxies relating to securities held by the Fund. A description of the Fund's Portfolio Proxy Voting Policies and Procedures is available (i) without charge, upon request, by calling the Fund toll-free at 1-800-279-2279, (ii) on the Fund's website at www.davisfunds.com, and (iii) on the SEC's website at www.sec.gov. In addition, the Fund is required to file Form N-PX, with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. The Fund's Form N-PX filing is available (i) without charge, upon request, by calling the Fund toll-free at 1-800-279-2279, (ii) on the Fund's website at www.davisfunds.com, and (iii) on the SEC's website at www.sec.gov. FORM N-Q The Fund files the complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund's Form N-Q is available without charge upon request by calling 1-800-279-2279 or on the Fund's website at www.davisfunds.com or on the SEC's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC, and that information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. 21 DAVIS REAL ESTATE PORTFOLIO ================================================================================ 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ DIRECTORS For the purposes of their service as directors to the Davis Funds, the business address for each of the directors is 2949 E. Elvira Road, Suite 101, Tucson, AZ 85706. Each Director serves until their retirement, resignation, death or removal. Directors must retire at the close of business on the last day of the calendar year in which the Director attains age seventy-two (72), except that any person who was a Director on July 1, 1994, and at that date was seventy-three (73) years of age or less shall retire from the Board of Directors and cease being a Director at the close of business on the last day of the year in which the Director attains age seventy-four (74). NUMBER OF TERM OF PORTFOLIOS IN OFFICE AND PRINCIPAL FUND COMPLEX POSITION(S)HELD LENGTH OF OCCUPATION(S) DURING OVERSEEN BY OTHER DIRECTORSHIPS HELD BY NAME AND AGE WITH FUND TIME SERVED PAST FIVE YEARS DIRECTOR DIRECTOR - ----------------------------------------------------------------------------------------------------------------------------- INDEPENDENT DIRECTORS WESLEY E. Director director President, Bass & 12 none BASS, JR. since 1990 Associates (financial (born 8/21/31) consulting); formerly First Deputy City Treasurer, City of Chicago; and Executive Vice President, Chicago Title and Trust Company (bank and trust). MARC P. BLUM Director director Chief Executive 12 Director, Legg Mason Trust (born 9/9/42) since 1986 Officer, World Total (asset management company) Return Fund, LLLP; Of and Rodney Trust Company Counsel to Gordon, (Delaware); Former Director, Feinblatt, Rothman, Mid-Atlantic Realty Trust Hoffberger and (real estate investment Hollander, LLC (law trust); Trustee, College of firm). Notre Dame of Maryland, McDonogh School and other public charities, private foundations, and businesses. THOMAS S. GAYNER Director director Chief Investment 12 Markel Corporation. (born 12/16/61) since 2004 Officer, Markel Corporation (insurance company). JERRY D. GEIST Director director Chairman, Santa Fe 12 Director, CH2M-Hill, Inc. (born 5/23/34) since 1986 Center Enterprises (engineering); Chairman, (energy project Santa Fe Center Enterprises; development); Retired Investment Committee for Chairman and Microgeneration Technology President, Public Fund, UTECH Funds. Service Company of New Mexico. 22 DAVIS REAL ESTATE PORTFOLIO 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ DIRECTORS - CONTINUED NUMBER OF TERM OF PORTFOLIOS IN OFFICE AND PRINCIPAL FUND COMPLEX POSITION(S) LENGTH OF OCCUPATION(S) DURING OVERSEEN BY OTHER DIRECTORSHIPS HELD BY NAME AND AGE HELD WITH FUND TIME SERVED PAST FIVE YEARS DIRECTOR DIRECTOR - ----------------------------------------------------------------------------------------------------------------------------- INDEPENDENT DIRECTORS - CONTINUED D. JAMES GUZY Director director Chairman, PLX 12 Director, Intel Corp. (born 3/7/36) since 1982 Technology, Inc. (semi-conductor (semi-conductor manufacturer), Cirrus Logic manufacturer). Corp. (semi-conductor manufacturer), Alliance Technology Fund (a mutual fund), Micro Component Technology, Inc. (micro-circuit handling and testing equipment manufacturer), LogicVision, Inc. (semi-conductor software company), and Tessera Technologies, Inc. (semi-conductor packaging company); Former Director, Novellus Systems, Inc. (semi-conductor manufacturer). G. BERNARD Director director Managing General 12 none HAMILTON since 1978 Partner, Avanti (born 3/18/37) Partners, L.P. (investment partnership). ROBERT P. Director director Chairman, Northroad 12 none MORGENTHAU since 2002 Capital Management, (born 3/22/57) LLC (an investment management firm) since June 2002; President of Private Advisory Services, Bank of America (an investment management firm) from 2001 until 2002; prior to that a managing director and global head of marketing and distribution for Lazard Asset Management (an investment management firm) for ten years. THEODORE B. Director director Chairman, John 12 Mayor, Incorporated Village SMITH, JR. since 1994 Hassall, Inc. of Mill Neck. (born 12/23/32) (fastener manufacturing); Chairman, Cantrock Realty. 23 DAVIS REAL ESTATE PORTFOLIO 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ DIRECTORS - CONTINUED NUMBER OF TERM OF PORTFOLIOS IN OFFICE AND PRINCIPAL FUND COMPLEX POSITION(S) LENGTH OF OCCUPATION(S) DURING OVERSEEN BY OTHER DIRECTORSHIPS HELD BY NAME AND AGE HELD WITH FUND TIME SERVED PAST FIVE YEARS DIRECTOR DIRECTOR - ---------------------------------------------------------------------------------------------------------------------------- INDEPENDENT DIRECTORS - CONTINUED CHRISTIAN R. Director director General Partner, 12 none SONNE since 1990 Tuxedo Park Associates (born 5/6/36) (land holding and development firm); President and Chief Executive Officer, Mulford Securities Corporation (private investment fund) until 1990; Former Vice President, Goldman Sachs & Co. (investment banking). MARSHA WILLIAMS Director director Executive Vice 15 Director of the Selected (born 3/28/51) since 1999 President and Chief Funds (consisting of three Financial Officer, portfolios) since 1996; Equity Office Director, Modine Properties Trust (a Manufacturing, Inc. (heat real estate investment transfer technology); trust); Former Chief Director, Chicago Bridge & Administrative Iron Company, N.V. Officer, Crate & (industrial construction and Barrel (home engineering). furnishings retailer); former Vice President and Treasurer, Amoco Corporation (oil & gas company). INSIDE DIRECTORS* JEREMY H. BIGGS Director/ director Vice Chairman, Head of 12 none (born 8/16/35) Chairman since 1994 Equity Research, Vice Chairman of U.S. Investment Policy Committee and Member of the International Investment Committee, all for Fiduciary Trust Company International (money management firm) Consultant to Davis Selected Advisers, L.P. 24 DAVIS REAL ESTATE PORTFOLIO 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ DIRECTORS - CONTINUED NUMBER OF TERM OF PORTFOLIOS IN OFFICE AND PRINCIPAL FUND COMPLEX POSITION(S) LENGTH OF OCCUPATION(S) DURING OVERSEEN BY OTHER DIRECTORSHIPS HELD BY NAME AND AGE HELD WITH FUND TIME SERVED PAST FIVE YEARS DIRECTOR DIRECTOR - ---------------------------------------------------------------------------------------------------------------------------- INSIDE DIRECTORS* - CONTINUED ANDREW A. DAVIS Director director President or Vice 15 Director of the Selected (born 6/25/63) since 1997 President, of each Funds (consisting of three Davis Fund and portfolios) since 1998. Selected Fund; President, Davis Selected Advisers, L.P., and also serves as an executive officer in certain companies affiliated with the Adviser. CHRISTOPHER C. Director director Chief Executive 15 Director of the Selected DAVIS since 1997 Officer, President or Funds (consisting of three (born 7/13/65) Vice President, of portfolios) since 1998. each Davis Fund and Selected Fund; Chairman and Chief Executive Officer, Davis Selected Advisers, L.P., and also serves as an executive officer in certain companies affiliated with the Adviser, including sole member of the Adviser's general partner, Davis Investments, LLC; Employee of Shelby Cullom Davis & Co. (registered broker/dealer). * Jeremy H. Biggs, Andrew A. Davis and Christopher C. Davis own partnership units (directly, indirectly or both) of the Adviser and are considered to be "interested persons" of the Funds as defined in the Investment Company Act of 1940. Andrew A. Davis and Christopher C. Davis are brothers. 25 DAVIS REAL ESTATE PORTFOLIO 2949 East Elvira Road, Suite 101, Tucson, Arizona 85706 - -------------------------------------------------------------------------------- DIRECTORS OFFICERS Wesley E. Bass, Jr. Jeremy H. Biggs Jeremy H. Biggs Chairman Marc P. Blum Andrew A. Davis Andrew A. Davis President Christopher C. Davis Christopher C. Davis Thomas S. Gayner Vice President Jerry D. Geist Kenneth C. Eich D. James Guzy Executive Vice President G. Bernard Hamilton & Principal Executive Officer Robert P. Morgenthau Sharra L. Reed Theodore B. Smith, Jr. Vice President Christian R. Sonne & Chief Compliance Officer Marsha Williams Douglas A. Haines Vice President & Principal Accounting Officer Thomas D. Tays Vice President & Secretary INVESTMENT ADVISER Davis Selected Advisers, L.P. (Doing business as "Davis Advisors") 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 (800) 279-0279 DISTRIBUTOR Davis Distributors, LLC 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 TRANSFER AGENT & CUSTODIAN State Street Bank and Trust Company c/o The Davis Funds P.O. Box 8406 Boston, Massachusetts 02266-8406 COUNSEL Seyfarth Shaw LLP 55 East Monroe Street, Suite 4200 Chicago, Illinois 60603-5803 AUDITORS KPMG LLP 707 Seventeenth Street Suite 2700 Denver, Colorado 80202 ================================================================================ FOR MORE INFORMATION ABOUT THE DAVIS REAL ESTATE PORTFOLIO, INCLUDING MANAGEMENT FEE, CHARGES AND EXPENSES, SEE THE CURRENT DAVIS VARIABLE ACCOUNT FUNDS (INCLUDING DAVIS REAL ESTATE PORTFOLIO) PROSPECTUS WHICH MUST PRECEDE OR ACCOMPANY THIS REPORT. THE DAVIS VARIABLE ACCOUNT FUND'S STATEMENT OF ADDITIONAL INFORMATION CONTAINS ADDITIONAL INFORMATION ABOUT THE FUND'S DIRECTORS AND IS AVAILABLE WITHOUT CHARGE UPON REQUEST BY CALLING 1-800-279-0279. QUARTERLY FACT SHEETS ARE AVAILABLE ON THE FUND'S WEBSITE AT WWW.DAVISFUNDS.COM. ================================================================================ DAVIS ADVISORS 2949 EAST ELVIRA ROAD SUITE, 101 TUCSON, AZ 85706 1-800-279-0279 WWW.DAVISFUNDS.COM [DAVIS FUND LOGO] 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, or persons performing 	 similiar functions. 	 Exhibit A of the code of ethics was amended September 14, 2004 to reflect Douglas A. Haines as Principal Financial Officer and Principal Accounting Officer. 	 A copy of the code of ethics is filed as an exhibit to this form N-CSR. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT 	 The registrant's board of directors has determined that independant 	 trustee Marsha Williams qualifies as the "audit committee financial 	 expert", as defined in Item 3 of form N-CSR. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES 	(a) Audit Fees. The aggregate Audit Fees billed by KPMG LLP ("KPMG") 	 for professional services rendered for the audits of the financial 	 statements, or services that are normally provided in connection 	 with statutory and regulatory filings or engagements for the fiscal 	 year ends December 31, 2004 and December 31, 2003 were $28,886 and 	 $29,914, respectively. 	(b) Audit-Related Fees. The aggregate Audit-Related Fees billed by 	 KPMG for services rendered for assurance and related services that 	 are not reasonably related to the performance of the audit or 	 review of the fund financial statements, but not reported as Audit 	 Fees for the fiscal year ends December 31, 2004 and December 31, 2003 were $0 and $0, respectively. 	(c) Tax Fees. The aggregate Tax Fees billed by KPMG for professional 	 services rendered for tax compliance, tax advise and tax planning 	 for the fiscal year ends December 31, 2004 and December 31, 2003 	 were $7,260 and $15,840, respectively. 	 Fees included in the Tax Fee category comprise all services 	 performed by professional staff in the independent accountant's 	 tax division except those services related to the audit. These 	 services include preparation of tax returns, tax advice related to 	 mergers and a review of the fund income and capital gain 	 distributions. 	(d) All Other Fees. The aggregate Other Fees billed by KPMG for all 	 other non-audit services rendered to the fund for the fiscal year 	 ends December 31, 2004 and December 31, 2003 were $0 and $0, respectively. 	(e)(1) Audit Committee Pre-Approval Policies and Procedures. 	 The fund Audit Committee must pre-approve all audit and non-audit 	 services provided by the independent accountant relating to the 	 operations or financial reporting of the funds. Prior to the 	 commencement of any audit or non-audit services to a fund, the 	 Audit Committee reviews the services to determine whether they are 	 appropriate and permissible under applicable law. 	 The fund Audit Committee has adopted a policy whereby audit and 	 non-audit services performed by the fund independent accountant 	 require pre-approval in advance at regularly scheduled Audit 	 Committee meetings. If such a service is required between 	 regularly scheduled Audit Committee meetings, pre-approval may be 	 authorized by the Audit Committee Chairperson with ratification at 	 the next scheduled audit committee meeting. 	(2) No services included in (b) - (d) above were approved pursuant to 	 paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. 	(f) Not applicable 	(g) The Funds' independent accountant did not provide any services to 	 the investment advisor or any affiliate for the fiscal years ended 	 December 31, 2004 and December 31, 2003. The fund has not paid any fees for non-audit not previously disclosed in items 4 (b)-(d). 	(h) The registrant's audit committee of the board of trustees has 	 considered whether the provision of non-audit services that were 	 rendered to the registrant's investment adviser, and any entity 	 controlling, controlled by, or under common control with the 	 investment adviser that provides ongoing services to the registrant 	 that were not pre-approved pursuant to paragraph (c)(7)(ii) of 	 Rule 2-01 of Regulation S-X is compatible with maintaining the 	 principal accountant's independence. No such services were 	 rendered. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS - Not Required ITEM 6. SCHEDULE OF INVESTMENTS - Not Applicable ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES - Not Applicable ITEM 8. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PERSONS - Not Applicable ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 	 There have been no changes to the procedures by which shareholders 	 may recommend nominees to the registrant's Board of Trustees. ITEM 10. 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-2(c) under the Investment Company 	 Act of 1940, as amended) are effective as of a date within 90 days 	 of the filing date of this report. 	 (b) There have been no significant changes in the registrant's internal 	 controls or in other factors that could significantly affect these 	 controls. ITEM 11. EXHIBITS 	 EX-99.CODE ETH - Code of Ethics 	 EX-99.CERT - Section 302 Certification 	 EX-99.906 CERT - Section 906 CertificationITEM 11. EXHIBITS 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 it behalf by the undersigned, thereunto duly authorized. DAVIS VARIABLE ACCOUNT FUND, INC. By /s/ Kenneth C. Eich Kenneth C. Eich Principal Executive Officer Date: February 24, 2005 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/ Kenneth C. Eich Kenneth C. Eich Principal Executive Officer Date: February 24, 2005 By /s/ Douglas A. Haines Douglas A. Haines Principal Financial officer Date: February 24, 2005