UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSRS CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-173 DODGE & COX FUNDS (Exact name of registrant as specified in charter) One Sansome Street, 35th Floor San Francisco, CA 94104 (Address of principal executive offices) (Zip code) Thomas M. Mistele, Esq. One Sansome St. 35th Floor San Francisco, CA 94104 (Name and address of agent for service) Registrant's telephone number, including area code: 415-981-1710 Date of fiscal year end: DECEMBER 31, 2003 Date of reporting period: JUNE 30, 2003 Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. (S) 3507. ITEM 1. REPORTS TO STOCKHOLDERS. The following are the June 30, 2003 semi-annual reports for the Dodge & Cox Funds, a Delaware statutory trust, consisting of four series: Dodge & Cox Stock Fund, Dodge & Cox International Stock Fund, Dodge & Cox Balanced Fund and Dodge & Cox Income Fund. The reports of each series were transmitted to their respective shareholders on August 20, 2003. D O D G E & C O X D O D G E & C O X ----------------- ----------------- Stock Fund Stock Fund Established 1965 www.dodgeandcox.com For Fund literature and account information, please visit the Funds' web site. or write or call: Dodge & Cox Funds c/o Boston Financial Data Services P.O. Box 8422 Boston, Massachusetts 02266-8422 (800) 621-3979 Investment Manager Dodge & Cox One Sansome Street 35th Floor San Francisco, California 94104-4443 (415) 981-1710 This report is submitted for the general information of the shareholders of the Fund. The report is not authorized for distribution to prospective investors in the Fund unless it is accompanied by a current prospectus. This report reflects our views, opinions and portfolio holdings as of June 30, 2003, the end of the reporting period. The information provided is not a complete analysis of every aspect of any industry, security or the Fund. The Fund's portfolio composition may Semi-Annual Report change depending on market and June 30, 2003 economic conditions. Although historical performance is no 2003 guarantee of future results, these insights may help you -------------- understand our investment -------------- management philosophy. -------------- 6/03 SF SAR Printed on recycled paper To Our Shareholders - -------------------------------------------------------------------------------- The Dodge & Cox Stock Fund had a total return of 16.6% for the second quarter of 2003, compared to a total return of 15.4% for the Standard & Poor's 500 Index (S&P 500). For the six months ended June 30, 2003, the Fund had a total return of 10.4%, compared to a total return of 11.8% for the S&P 500. The Fund had total assets of approximately $19.3 billion at quarter-end and a cash position of 6%. Second Quarter Performance Review Rebounding from a very difficult first quarter, the Stock Fund matched its best three-month result in the past ten years (second quarter of 1999), and outperformed the S&P 500. The Fund's technology holdings were the key driver behind this outperformance. Although the Fund is moderately underweight in technology (13% versus 16% in the S&P 500), the Fund benefited from its investments in Avaya (up 217%), Compuware (up 69%) and Hewlett-Packard (up 37%). Overall, the Fund's technology holdings were up more than 30% compared to the S&P 500's technology sector gain of 18%. Outside of the technology sector strong individual contributors to return included: McDonald's (up 53%), Capital One Financial (up 64%), Akzo Nobel (up 38%), and CIT Group (up 47%). Detractors from performance relative to the S&P 500 during the quarter were limited to a handful of individual stocks including HCA-The Healthcare Company (down 23%), Sony (down 20%), and Unilever (down 8%). Top-Down Thoughts from a Bottom-up Investor Our investment modus operandi is to look for bargains in the equity market on the Fund's shareholders' behalf. We define these "bargains" as opportunities where the Fund can become part owner of a durable business franchise at a depressed valuation, such that over a three-to-five year time horizon the prospects for downside risk on the investment appear acceptable and the potential opportunities for gain are attractive. While we look for bargains in all areas of the economy, we spend significant time pursuing opportunities in industries of long-term growth--it's better to run with the wind rather than against it. Finally, we want to end up with an overall portfolio that is economically diversified, and that has exposure to many different investment themes. With this fundamental analysis as the basis for our approach, our periodic letters are usually full of individual stock examples and are light on macroeconomic observations. This quarter we thought we would diverge from that format and share with you some of our "top-down" thoughts. Warning: Our economic crystal ball is as clouded as anyone else's. As to the future of the equity market, we remain on the cautious side. Our caution is a function of market valuations still being at high levels (the price-to-sales ratio for the S&P Industrials is 1.4 times versus 0.6 times for the Fund) and questions surrounding the drivers of short-term earnings growth. However, the prospects for economic growth over long-term appear positive. In the U.S., we believe that stimulative fiscal and monetary policies will eventually take hold, and growth rates are likely to accelerate from the current sluggish pace. The slowdown in capital spending has been technology-based. Yet with the continual changes brought by technological innovation, the technology goods bought in the halcyon days of the mid-to-late 1990's will soon become obsolete. In our view, there is a high probability of an increase in technology spending over the next few years. Even with that upturn, however, U.S. economic growth is unlikely to run at historically high rates. Since consumer spending (two-thirds of GDP) has held up well in the past few years, in part supported by low interest rates and high levels of mortgage refinancing, the U.S. consumer is no longer a source of "pent-up" purchasing power. Over the long term, the real economic opportunity appears to be outside of the United States--in fact, outside of the developed world of Western Europe, North America and Japan. Much of the developing world (over 80% of the world's population) is transforming to some form of free market system. Key ingredients are economic and political freedoms, which are increasing in many areas. The ever-declining costs of communications and computing power act as catalysts for increasing the pace of change. Isolation is ending, as the transfer of knowledge is becoming easier and quicker. Improvements in infrastructure (transportation, electric power, telecommunications, etc.) are occurring rapidly in many regions. It is not a stretch to assume that an incremental 5% of the developing world's population becomes as productive as an average citizen of the developed world over the next five or ten years. That amounts to 270 million people, or approximately 35% of the population of the developed world. This shift in the developing world is not just about exports (production), but also about the development of large internal markets (consumption). The prospects for incremental demand are substantial. The U.S. consumer, having been the prime driver of global demand in recent years, will in the future become less important. Bringing it back to Stock Selection... In this increasingly integrated world, it is critical that we evaluate a company's business opportunities on a global basis. A great number of the companies in the Fund will benefit from growth in overseas markets, in areas as diverse as restaurants and consumer goods, to business services, industrial goods, technology and energy. McDonald's growth in non-U.S. markets is four times the rate of growth in the U.S., of course from a smaller base, yet growing in importance over time. Sony has long been one of the dominant 1 / Dodge & Cox Stock Fund - -------------------------------------------------------------------------------- innovators and producers of consumer electronics worldwide. Whirlpool has a large, well established manufacturing base in Brazil, allowing them to participate on a cost-effective basis in Latin American markets. News Corp. is building on its expertise from the successful businesses of Fox in the U.S. and Sky in the U.K., and attempting to build similar franchises in Italy, Asia and Latin America. Similarly, FedEx is using logistics capability gained in the U.S. to build an express delivery service throughout Europe and Asia. Revenues from Dow Chemical's non-U.S. customers are 59% of its total revenue base, and Alcoa now controls about 15% of the world's aluminum capacity, approximately 60% of which is located overseas. .....and Valuation Each of the companies in the portfolio has a stock price reflecting what appears to be low expectations in relation to our analysis of potential growth in earnings and cash flow. The valuation characteristics of the overall portfolio are at a distinct discount to the broad market (as measured by the S&P 500). The price-to-earnings multiple of the portfolio (15 times) is a 20% discount to the market multiple, and the price-to-sales multiple (0.6 times) is a 50% discount to that of the market. So while we look for growth opportunities, our price discipline is firmly in place. In Closing Though we have discussed "top-down" macroeconomic dynamics more than usual in this quarter's letter, we firmly believe that the path to favorable long-term performance is forged one individual investment at a time. We continue to spend the hours in our day reading financial reports, talking with company management about their business, as well as talking with competitors, key customers and suppliers to construct our view of the risks and rewards facing each individual company. As these specific selections aggregate into a diversified portfolio, broad investment themes emerge. While exposure to global economic growth is just one of a number of investment themes in the portfolio, it is nonetheless an important one cutting across many diverse industries and sectors. Thank you for the continued confidence you have placed in our firm as a shareholder of the Stock Fund. As always, we welcome your comments and questions. For the Board of Trustees, /s/ Harry R. Hagey /s/ John A. Gunn - ----------------------------- ----------------------------- Harry R. Hagey, Chairman John A. Gunn, President July 31, 2003 Ten Years of Investment Performance - -------------------------------------------------------------------------------- through June 30, 2003 (in thousands) [PERFORMANCE GRAPH APPEARS HERE] Dodge & Cox Stock Fund S&P 500 ----------- ------- Jun-93 $10,000 $10,000 Jun-94 $10,852 $10,473 Jun-95 $13,832 $13,237 Jun-96 $15,440 $15,390 Jun-97 $21,237 $21,684 Jun-98 $25,035 $28,226 Jun-99 $29,620 $34,645 Jun-00 $28,629 $37,167 Jun-01 $36,795 $31,652 Jun-02 $36,529 $25,973 Jun-03 $36,688 $26,039 - - Dodge & Cox Stock Fund $36,688 - - S&P 500 $26,039 Average annual total return for periods ended June 30, 2003 1 Year 5 Years 10 Years 20 Years - -------------------------------------------------------------------------------- Dodge & Cox Stock Fund 0.43% 7.95% 13.88% 14.54% S&P 500 0.25 -1.60 10.04 12.21 - -------------------------------------------------------------------------------- For updated performance figures see "Prices and Performance" at www.dodgeandcox.com, or call Dodge & Cox Funds at 1-800-621-3979. The Fund's total returns include the reinvestment of dividend and capital gain distributions, but have not been adjusted for any income taxes payable by shareholders on these distributions. The Standard & Poor's 500 (S&P 500) is a widely recognized, unmanaged index of common stock prices. Index returns include dividends and, unlike Fund returns, do not reflect fees or expenses. Past performance does not guarantee future results. Investment return and share price will fluctuate with market conditions, and investors may have a gain or loss when shares are sold. Standard & Poor's, Standard & Poor's 500, and S&P 500(R) are trademarks of The McGraw-Hill Companies, Inc. Dodge & Cox Stock Fund / 2 Fund Information June 30, 2003 - ------------------------------------------------------------------------------- General Information - ------------------------------------------------------------------------------- Net Asset Value Per Share $96.30 Total Net Assets (millions) $19,292 30-Day SEC Yield/1/ 1.58% 2002 Expense Ratio 0.54% 2002 Portfolio Turnover 13% Fund Inception Date 1965 Investment Manager: Dodge & Cox, San Francisco. Managed by the Investment Policy Committee, whose ten members' average tenure at Dodge & Cox is 22 years. Stock Characteristics Fund S&P 500 - ------------------------------------------------------------------------------- Number of Stocks 83 500 Median Market Capitalization (billions) $10 $8 Weighted-Average Market Cap. (billions) $22 $85 Price-to-Earnings Ratio/2/ 15x 18x Price-to-Book Value 1.8x 3.0x Foreign Stocks/3/ (% of Fund) 11.6% 0.0% Ten Largest Holdings - ------------------------------------------------------------------------------- AT&T 2.6% Hewlett-Packard 2.6 Bank One 2.5 McDonald's 2.5 Dow Chemical 2.5 News Corp. Ltd Pref. ADR (Australia) 2.3 Schering-Plough 2.2 Comcast 2.2 HCA-The Healthcare Company 2.0 Xerox 2.0 Asset Allocation - ------------------------------------------------------------------------------- [PIE CHART APPEARS HERE] Stocks: 94.2% Cash Equivalents: 5.8% Sector Diversification Fund S&P 500 - ------------------------------------------------------------------------------- Consumer Discretionary 21.2% 10.7% Financials 18.5 20.6 Information Technology 12.8 16.3 Materials 10.1 2.7 Energy 8.9 5.9 Health Care 8.5 15.0 Industrials 7.0 10.1 Telecommunication Services 3.4 3.9 Consumer Staples 2.2 11.7 Utilities 1.6 3.1 /1/ SEC Yield is an annualization of the Fund's total net investment income per share for the 30-day period ended on the last day of the month. /2/ The Fund's Price-to-earnings (P/E) ratio is calculated using Dodge & Cox's estimated forward earnings and excludes extraordinary items. The S&P 500's P/E is calculated by Standard & Poor's and uses an aggregated estimate of forward earnings. /3/ All U.S. dollar-denominated. 3 / Dodge & Cox Stock Fund Portfolio of Investments June 30, 2003 - -------------------------------------------------------------------------------- COMMON STOCKS: 91.9% - -------------------------------------------------------------------------------- SHARES MARKET VALUE CONSUMER DISCRETIONARY: 18.9% CONSUMER DURABLES & APPAREL: 5.9% 13,412,500 Sony Corp. ADR/(b)/ (Japan) $ 375,550,000 24,424,100 Matsushita Electric Industrial Co., Ltd. ADR/(b)/ (Japan) 245,462,205 3,293,750 Whirlpool Corp. 209,811,875 6,817,600 Eastman Kodak Co. 186,461,360 3,286,700 VF Corp. 111,649,199 -------------- 1,128,934,639 RETAILING: 3.6% 15,532,300 May Department Stores Co. 345,748,998 8,401,300 Gap, Inc. 157,608,388 6,206,100 Nordstrom, Inc. 121,143,072 5,198,000 Dillard's, Inc. Class A 70,017,060 -------------- 694,517,518 MEDIA: 3.2% 13,768,371 Comcast Corp./(a)/ 415,529,437 12,590,000 AOL Time Warner, Inc./(a)/ 202,573,100 -------------- 618,102,537 HOTELS, RESTAURANTS & LEISURE: 3.1% 22,000,100 McDonald's Corp. 485,322,206 15,170,327 InterContinental Hotels Group PLC ADR/(b)/ (United Kingdom) 110,743,387 -------------- 596,065,593 AUTOMOBILES & COMPONENTS: 1.6% 26,298,057 Delphi Automotive Systems Corp. 226,952,232 7,861,559 Ford Motor Co. 86,398,533 -------------- 313,350,765 TRADING COMPANIES & DISTRIBUTORS: 1.5% 8,982,900 Genuine Parts Co. 287,542,629 -------------- 3,638,513,681 FINANCIALS: 18.5% BANKS: 6.6% 13,175,350 Bank One Corp. 489,859,513 4,464,150 Golden West Financial Corp. 357,176,641 7,435,100 Wachovia Corp. 297,106,596 2,460,650 Wells Fargo & Co. 124,016,760 -------------- 1,268,159,510 INSURANCE: 6.1% 6,895,900 Loews Corp. 326,107,111 8,332,450 St. Paul Companies, Inc. 304,217,750 2,882,550 Chubb Corp. 172,953,000 4,540,400 Torchmark Corp. 169,129,900 9,389,000 UNUMProvident Corp. 125,906,490 1,573,400 MBIA, Inc. 76,703,250 -------------- 1,175,017,501 DIVERSIFIED FINANCIALS: 3.1% 6,460,300 Capital One Financial Corp. 317,717,554 11,327,400 CIT Group, Inc. 279,220,410 -------------- 596,937,964 SHARES MARKET VALUE REAL ESTATE: 2.7% 12,058,900 Equity Office Properties Trust $ 325,710,889 7,524,600 Equity Residential Properties Trust 195,263,370 -------------- 520,974,259 -------------- 3,561,089,234 INFORMATION TECHNOLOGY: 12.8% TECHNOLOGY HARDWARE & EQUIPMENT: 9.8% 23,328,622 Hewlett-Packard Co. 496,899,649 36,212,400 Xerox Corp./(a)/ 383,489,316 35,061,700 Corning, Inc./(a)/ 259,105,963 22,501,200 Motorola, Inc. 212,186,316 7,455,500 Thermo Electron Corp./(a)/ 156,714,610 5,825,000 NCR Corp./(a)/ 149,236,500 4,659,700 Storage Technology Corp./(a)/ 119,940,678 16,639,800 Avaya, Inc./(a)/ 107,493,108 -------------- 1,885,066,140 SOFTWARE & SERVICES: 3.0% 10,304,100 Electronic Data Systems 221,022,945 5,386,000 Computer Sciences Corp./(a)/ 205,314,320 19,411,600 Compuware Corp./(a)/ 112,004,932 2,319,600 Computer Associates International, Inc. 51,680,688 -------------- 590,022,885 -------------- 2,475,089,025 MATERIALS: 10.1% CHEMICALS: 6.8% 15,395,831 Dow Chemical Co. 476,654,928 11,834,000 Akzo Nobel N.V. ADR/(b)/ (Netherlands) 315,376,100 5,557,600 Rohm and Haas Co. 172,452,328 5,387,300 Engelhard Corp. 133,443,421 5,361,270 NOVA Chemicals Corp./(b)/ (Canada) 102,078,581 9,000,000 Syngenta A.G. ADR/(b)/ (Switzerland) 91,260,000 833,500 Lubrizol Corp. 25,830,165 -------------- 1,317,095,523 METALS AND MINING: 2.2% 2,897,031 Rio Tinto PLC ADR/(b)/ (United Kingdom) 221,767,723 7,838,400 Alcoa, Inc. 199,879,200 -------------- 421,646,923 PAPER AND FOREST PRODUCTS: 1.1% 4,308,300 International Paper Co. 153,935,559 2,274,200 Boise Cascade Corp. 54,353,380 -------------- 208,288,939 -------------- 1,947,031,385 ENERGY: 8.9% 4,615,614 ChevronTexaco Corp. 333,247,331 5,949,300 ConocoPhillips 326,021,640 9,529,400 Occidental Petroleum Corp. 319,711,370 10,527,900 Unocal Corp. 302,045,451 4,833,500 Amerada Hess Corp. 237,711,530 6,196,150 Baker Hughes, Inc. 208,004,755 -------------- 1,726,742,077 See accompanying Notes to Financial Statements Dodge & Cox Stock Fund / 4 Portfolio of Investments June 30, 2003 - -------------------------------------------------------------------------------- COMMON STOCKS (continued) - -------------------------------------------------------------------------------- SHARES MARKET VALUE HEALTH CARE: 8.5% PHARMACEUTICALS & BIOTECHNOLOGY: 4.6% 22,508,600 Schering-Plough Corp. $ 418,659,960 3,622,250 Wyeth 164,993,488 5,827,200 Bristol-Myers Squibb Co. 158,208,480 4,039,083 Pfizer Inc. 137,934,684 --------------- 879,796,612 HEALTH CARE EQUIPMENT & SERVICES: 3.9% 12,239,300 HCA-The Healthcare Company 392,147,172 4,564,850 Becton, Dickinson & Co. 177,344,422 1,777,350 WellPoint Health Networks, Inc./(a)/ 149,830,605 1,063,950 Bausch & Lomb, Inc. 39,898,125 --------------- 759,220,324 --------------- 1,639,016,936 INDUSTRIALS: 7.0% TRANSPORTATION: 3.2% 5,823,500 FedEx Corp. 361,231,705 4,382,650 Union Pacific Corp. 254,281,353 --------------- 615,513,058 CAPITAL GOODS: 2.4% 7,744,500 Masco Corp. 184,706,325 4,389,650 Fluor Corp. 147,667,826 2,170,050 Caterpillar, Inc. 120,784,983 796,700 Unova, Inc./(a)/ 8,843,370 --------------- 462,002,504 COMMERCIAL SERVICES & SUPPLIES: 1.4% 3,599,300 Pitney Bowes, Inc. 138,249,113 5,273,400 R.R. Donnelley & Sons Co. 137,846,676 --------------- 276,095,789 --------------- 1,353,611,351 TELECOMMUNICATION SERVICES: 3.4% 25,993,560 AT&T Corp. 500,376,030 18,467,100 AT&T Wireless Services, Inc./(a)/ 151,614,891 --------------- 651,990,921 CONSUMER STAPLES: 2.2% FOOD, BEVERAGE AND TOBACCO: 2.2% 5,193,800 Unilever N.V. ADR/(b)/ (Netherlands) 280,465,200 11,370,509 Archer Daniels Midland Co. 146,338,451 --------------- 426,803,651 UTILITIES: 1.6% 6,505,710 American Electric Power Co., Inc. 194,065,329 3,539,900 TXU Corp. 79,470,755 1,679,600 Scottish Power PLC ADR/(b)/ (United Kingdom) 40,831,076 --------------- 314,367,160 --------------- Total Common Stocks (cost $16,425,183,482) 17,734,255,421 --------------- PREFERRED STOCKS: 2.3% - -------------------------------------------------------------------------------- SHARES MARKET VALUE CONSUMER DISCRETIONARY: 2.3% MEDIA: 2.3% 17,552,069 News Corp. Ltd., Preferred Limited Voting Ordinary Shares ADR/(b)/ (Australia) $ 439,679,329 --------------- Total Preferred Stocks (cost $394,894,856) 439,679,329 --------------- SHORT-TERM INVESTMENTS: 5.7% - -------------------------------------------------------------------------------- PAR VALUE $ 96,321,990 SSgA Prime Money Market Fund 96,321,990 612,302,000 State Street Repurchase Agreement, 0.90%, 7/1/03 (Collateralized by U.S. Treasury Securities, value $624,590,636) 612,302,000 100,000,000 U.S. Treasury Bills, 8/14/03 99,875,333 100,000,000 U.S. Treasury Bills, 9/25/03 99,792,167 100,000,000 U.S. Treasury Bills, 11/13/03 99,608,125 100,000,000 U.S. Treasury Bills, 12/18/03 99,565,555 ------------- Total Short-Term Investments (cost $1,107,465,170) 1,107,465,170 ------------- TOTAL INVESTMENTS (cost $17,927,543,508) 99.9% 19,281,399,920 OTHER ASSETS LESS LIABILITIES 0.1 10,938,870 ----- --------------- TOTAL NET ASSETS 100.0% $19,292,338,790 ----- --------------- /(a)/ Non-income producing /(b)/ Foreign securities denominated in U.S. Dollars 5 / Dodge & Cox Stock Fund See accompanying Notes to Financial Statements Statement of Assets and Liabilities - ------------------------------------------------------------------------------- June 30, 2003 Assets: Investments, at market value (identified cost $17,927,543,508) $19,281,399,920 Cash 15,975,254 Receivable for investments sold 11,630,410 Receivable for Fund shares sold 52,015,864 Dividends and interest receivable 44,782,141 Prepaid expenses 47,143 --------------- 19,405,850,732 --------------- Liabilities: Payable for investments purchased 84,527,252 Payable for Fund shares redeemed 19,249,492 Management fees payable 7,911,039 Accounts payable 1,824,159 --------------- 113,511,942 --------------- Net Assets $19,292,338,790 --------------- Net Assets Consist of: Paid in capital $18,016,807,808 Accumulated undistributed net investment income 5,047,444 Accumulated undistributed net realized loss on investments (83,372,874) Net unrealized appreciation on investments 1,353,856,412 --------------- $19,292,338,790 --------------- Beneficial shares outstanding (par value $0.01 each, unlimited shares authorized) 200,340,674 Net asset value per share $ 96.30 Statement of Operations - ------------------------------------------------------------------------------- Six Months Ended June 30, 2003 Investment Income: Dividends (net of foreign taxes of $3,415,118) $ 206,648,129 Interest 3,740,303 --------------- 210,388,432 --------------- Expenses: Management fees (Note 2) 39,422,155 Custodian and fund accounting fees 196,315 Transfer agent fees 2,089,452 Professional fees 30,940 Shareholder reports 353,217 Registration fees 617,871 Trustees' fees (Note 2) 11,250 Miscellaneous 91,260 --------------- 42,812,460 --------------- Net Investment Income 167,575,972 --------------- Realized and Unrealized Gain (Loss) on Investments: Net realized loss on investments (79,362,019) Net unrealized appreciation on investments 1,672,981,955 --------------- Net realized and unrealized gain on investments 1,593,619,936 --------------- Net Increase in Net Assets from Operations $ 1,761,195,908 --------------- Statement of Changes in Net Assets - ------------------------------------------------------------------------------- Six Months Ended Year Ended June 30, 2003 December 31, 2002 Operations: Net investment income $ 167,575,972 $ 206,585,411 Net realized gain (loss) (79,362,019) 51,787,359 Net unrealized appreciation (depreciation) 1,672,981,955 (1,656,918,442) ---------------------------------- Net increase (decrease) in net assets from operations 1,761,195,908 (1,398,545,672) ---------------------------------- Distributions to Shareholders from: Net investment income (166,479,798) (202,634,141) Net realized gain -- (62,051,773) ---------------------------------- Total distributions (166,479,798) (264,685,914) ---------------------------------- Beneficial Share Transactions: Amounts received from sale of shares 4,829,627,373 8,428,967,757 Net asset value of shares issued in reinvestment of distributions 149,805,649 245,780,303 Amounts paid for shares redeemed (1,318,089,286) (2,371,299,692) ---------------------------------- Net increase from beneficial share transactions 3,661,343,736 6,303,448,368 ---------------------------------- Total increase in net assets 5,256,059,846 4,640,216,782 Net Assets: Beginning of period 14,036,278,944 9,396,062,162 ---------------------------------- End of period (including undistributed net investment income of $5,047,444 and $3,951,270, respectively) $19,292,338,790 $ 14,036,278,944 ---------------------------------- Shares sold 54,250,638 89,158,684 Shares issued in reinvestment of distributions 1,633,662 2,705,514 Shares redeemed (14,957,379) (25,931,055) ---------------------------------- Net increase in shares outstanding 40,926,921 65,933,143 ---------------------------------- See accompanying Notes to Financial Statements Dodge & Cox Stock Fund / 6 Notes to Financial Statements - -------------------------------------------------------------------------------- Note 1 Dodge & Cox Stock Fund (the "Fund") is a separate series of Dodge & Cox Funds (the "Trust"). The Trust is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended, as a diversified, open-end management investment company. The Fund consistently follows accounting policies which are in conformity with accounting principles generally accepted in the United States of America. Significant accounting policies are as follows: (a) Security valuation: stocks are valued at the latest quoted sales prices as of the close of the New York Stock Exchange or, if not available, at the mean between the exchange listed bid and ask price; a security which is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for such security; securities for which market quotations are not readily available are valued at fair value as determined in good faith by or at the direction of the Board of Trustees; short-term securities are valued at amortized cost which approximates current value; all securities held by the Fund are denominated in U.S. Dollars. (b) Security transactions are accounted for on the trade date in the financial statements. (c) Gains and losses on securities sold are determined on the basis of identified cost. (d) Dividend and interest income are recorded on the accrual basis. (e) Distributions to shareholders of income and capital gains are reflected in the net asset value per share computation on the ex-dividend date. (f) The Fund may enter into repurchase agreements which involve the purchase of securities from a counterparty with a simultaneous commitment to resell the securities at an agreed-upon date and price. In the event of default by the counterparty, the Fund has the contractual right to liquidate the securities and to apply the proceeds in satisfaction of the obligation. (g) No provision for federal income taxes has been included in the accompanying financial statements since the Fund intends to distribute all of its taxable income and otherwise continue to comply with requirements for regulated investment companies. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. Note 2 Under a written agreement, the Fund pays an annual management fee of 1/2 of 1% of the Fund's average daily net asset value to Dodge & Cox, investment manager of the Fund. The agreement further provides that Dodge & Cox shall waive its fee to the extent that such fee plus all other expenses of the Fund exceed 3/4 of 1% of the average daily net asset value for the year. All officers and three of the trustees of the Trust are officers and employees of Dodge & Cox. Those trustees who are not affiliated with Dodge & Cox receive from the Trust an annual fee plus an attendance fee for each Board or Committee meeting attended. Payments to trustees are divided equally among each series of the Trust. The Trust does not pay any other remuneration to its officers or trustees. Note 3 The federal tax character of distributions paid in the six months ended June 30, 2003 include $166,479,798 of ordinary income ($0.88 per share) and no long-term capital gain. At June 30, 2003, the tax basis components of accumulated undistributed income and net realized gain include $5,047,444 of ordinary income and no long-term capital gain. For federal tax purposes, net realized capital losses of $83,372,874 arising in the six months ended June 30, 2003 are available for offsetting capital gains realized in future periods, and will expire in 2011 if not utilized. For the six months ended June 30, 2003, purchases and sales of securities, other than short-term securities, aggregated $3,880,981,750 and $546,856,959, respectively. At June 30, 2003, the cost of investments for federal income tax purposes was equal to the cost for financial reporting purposes. Net unrealized appreciation aggregated $1,353,856,412 of which $2,401,172,184 represented appreciated securities and $1,047,315,772 represented depreciated securities. The financial information has been taken from the records of the Fund and has not been audited by the Fund's independent accountants who do not express an opinion thereon. The financial statements of the Fund will be subject to audit by the Fund's independent accountants as of the close of the calendar year. 7 / Dodge & Cox Stock Fund Financial Highlights - -------------------------------------------------------------------------------------------------------------- SELECTED DATA AND RATIOS (for a share Six Months outstanding throughout each period) Ended June 30, Year Ended December 31, - -------------------------------------------------------------------------------------------------------------- 2003 2002 2001 2000 1999 1998 Net asset value, beginning of period $88.05 $100.51 $96.67 $100.52 $90.70 $94.57 Income from investment operations: Net investment income 0.88 1.53 1.72 2.06 1.49 1.57 Net realized and unrealized gain (loss) 8.25 (12.06) 7.05 13.28 16.51 3.54 ------------------------------------------------------- Total from investment operations 9.13 (10.53) 8.77 15.34 18.00 5.11 ------------------------------------------------------- Distributions to shareholders from: Net investment income (0.88) (1.51) (1.73) (2.09) (1.48) (1.56) Net realized gain -- (0.42) (3.20) (17.10) (6.70) (7.42) ------------------------------------------------------ Total distributions (0.88) (1.93) (4.93) (19.19) (8.18) (8.98) ------------------------------------------------------- Net asset value, end of period $96.30 $88.05 $100.51 $96.67 $100.52 $90.70 ------------------------------------------------------- Total return 10.43% (10.52)% 9.33% 16.30% 20.20% 5.39% Ratios/supplemental data: Net assets, end of period (millions) $19,292 $14,036 $9,396 $5,728 $4,625 $4,355 Ratio of expenses to average net assets .54%* .54% .54% .54% .55% .57% Ratio of net investment income to average net assets 2.13%* 1.74% 1.80% 2.13% 1.46% 1.63% Portfolio turnover rate 4% 13% 10% 32% 18% 19% - -------------------------------------------------------------------------------------------------------------- *Annualized Dodge & Cox Stock Fund / 8 THIS PAGE INTENTIONALLY LEFT BLANK 9 / Dodge & Cox Stock Fund THIS PAGE INTENTIONALLY LEFT BLANK Dodge & Cox Stock Fund / 10 Officers and Trustees - -------------------------------------------------------------------------------- Harry R. Hagey, Chairman & Trustee Chairman & CEO, Dodge & Cox John A. Gunn, President & Trustee President, Dodge & Cox Dana M. Emery, Vice President & Trustee Senior Vice President, Dodge & Cox William F. Ausfahl, Trustee Former CFO and member of Board of Directors, The Clorox Company L. Dale Crandall, Trustee Former President, Kaiser Foundation Health Plan and Hospitals Thomas A. Larsen, Trustee Director, Howard, Rice, Nemerovski, Canady, Falk & Rabkin Will C. Wood, Trustee Principal, Kentwood Associates, Financial Advisers A. Horton Shapiro, Executive Vice President Senior Vice President, Dodge & Cox Katherine Herrick Drake, Vice President Vice President, Dodge & Cox Kenneth E. Olivier, Vice President Executive Vice President, Dodge & Cox John M. Loll, Treasurer & Asst. Secretary Vice President & Treasurer, Dodge & Cox Thomas M. Mistele, Secretary & Asst. Treasurer Vice President, Secretary & General Counsel, Dodge & Cox D O D G E & C O X D O D G E & C O X ----------------- ----------------- Balanced Fund Balanced Fund Established 1931 www.dodgeandcox.com For Fund literature and account information, please visit the Funds' web site. or write or call: Dodge & Cox Funds c/o Boston Financial Data Services P.O. Box 8422 Boston, Massachusetts 02266-8422 (800) 621-3979 Investment Manager Dodge & Cox One Sansome Street 35th Floor San Francisco, California 94104-4443 (415) 981-1710 This report is submitted for the general information of the shareholders of the Fund. The report is not authorized for distribution to prospective investors in the Fund unless it is accompanied by a current prospectus. This report reflects our views, opinions and portfolio holdings as of June 30, 2003, the end of the reporting period. The information provided is not a complete analysis of every aspect of any industry, security or the Fund. The Fund's portfolio composition may Semi-Annual Report change depending on market and June 30, 2003 economic conditions. Although historical performance is no 2003 guarantee of future results, these insights may help you ------------------ understand our investment ------------------ management philosophy. ------------------ 6/03 BF SAR Printed on recycled paper To Our Shareholders - -------------------------------------------------------------------------------- The Dodge & Cox Balanced Fund had a total return of 12.3% for the second quarter of 2003, compared to a total return of 10.1% for the Combined Index/1/. For the six months ended June 30, 2003, the Fund had a total return of 9.1%, compared to a total return of 8.7% for the Combined Index. At quarter-end, the Fund's total net assets of $9.7 billion were invested in 66% stocks, 25% fixed-income securities and 9% cash equivalents. Second Quarter Performance Review Equity Performance Review Rebounding from a very difficult first quarter, the equity portion of the Balanced Fund had one of its best three-month results in the past ten years and outperformed the S&P 500's return of 15.4%. The equity portfolio's technology holdings were the key driver behind this outperformance. Although the portfolio is moderately underweight the S&P 500 in technology, the portfolio benefited from its investments in Avaya (up 217%), Compuware (up 69%) and Hewlett-Packard (up 37%). The equity portfolio's technology holdings were up more than 30%, compared to the S&P 500's technology sector gain of 18%. Outside of the technology sector strong individual contributors to return included: McDonald's (up 53%), Capital One Financial (up 64%), Akzo Nobel (up 38%), and CIT Group (up 47%). Detractors from performance relative to the S&P 500 during the quarter were limited to a handful of individual stocks including, HCA-The Healthcare Company (down 23%), Sony (down 20%), and Unilever (down 8%). Fixed-Income Performance Review The fixed-income portion of the Fund performed slightly better during the quarter than the Lehman Brothers Aggregate Bond Index's (LBAG) return of 2.5%. The fixed-income portfolio's overweight position in corporate securities contributed to relative performance as yield premiums on corporate bonds in aggregate narrowed significantly relative to U.S. Treasuries. Good security selection also contributed as most of the portfolio's corporate holdings outperformed the Lehman Credit Index (corporate plus sovereign securities). The fixed-income portfolio was hurt by its overweight position in mortgage-backed securities, which slightly underperformed short U.S. Treasuries, due in part to falling interest rates. Finally, as interest rates fell in the second quarter, the portfolio's shorter duration/2/ meant that on average the Fund's fixed-income holdings appreciated less than the broad market. However, the portfolio's higher-than-market yield contributed to relative returns. Strategy As to the future for the equity market, we remain on the cautious side. Our caution is a function of market valuations still being at high levels (the price-to-sales ratio for the S&P Industrials is 1.4 times versus 0.6 times for the equity portfolio) and questions surrounding the drivers of short-term earnings growth. We are, however, optimistic about the long-term prospects for global economic growth. Over the long term, the real economic opportunity appears to be outside of the United States--and more specifically, outside of the developed world of Western Europe, North America and Japan. Much of the developing world (over 80% of the world's population) is transforming to some form of free market system. Key ingredients are economic and political freedoms, which are increasing in many areas. The ever-declining costs of communications and computing power serve as catalysts for increasing the pace of change. Isolation is ending, as the transfer of knowledge is becoming easier and quicker. Improvements in infrastructure (transportation, electric power, telecommunications, etc.) are occurring rapidly in many regions. This shift in the developing world is not just about exports (production), but also about the development of large internal markets (consumption). The prospects for incremental demand are substantial. The U.S. consumer, having been the prime driver of global demand in recent years, will in the future become less important. In this increasingly integrated world, it is critical that we evaluate a company's business opportunities on a global basis. A great number of the companies in the Fund's equity portfolio will benefit from growth in overseas markets, in areas as diverse as restaurants and consumer goods, to business services, industrial goods, technology and energy. McDonald's growth in non-U.S. markets is four times the rate of growth in the U.S., of course from a smaller base, yet growing in importance over time. Sony has long been one of the dominant innovators and producers of consumer electronics worldwide. Whirlpool has a large, well established manufacturing base in Brazil, allowing them to participate cost-effectively in Latin American markets. News Corp. is building on its expertise from the successful businesses of Fox in the U.S. and Sky in the U.K., and attempting to build similar franchises in Italy, Asia and Latin America. Revenues from Dow Chemical's non-U.S. customers are 59% of its total revenue base, and Alcoa now controls about 15% of the world's aluminum capacity, approximately 60% of which is located overseas. 1 / Dodge & Cox Balanced Fund - -------------------------------------------------------------------------------- Our trades in the Fund's fixed-income portfolio this quarter fulfilled three strategic objectives: reduce overall portfolio duration, selectively trim corporate exposure, and maintain the portfolio's mortgage sector exposure. First, we continued to lower the fixed-income portfolio's duration during the quarter as the decline in Treasury rates seemed to imply a weaker economic and inflationary outlook than we believe was warranted. We incrementally reduced duration through the sale of several corporate holdings. The sales of corporate holdings were made primarily to facilitate a decrease in portfolio duration, but also in recognition of the higher valuations accorded some of these issuers in the aftermath of eight months of very strong relative performance in the corporate sector. Finally, we are maintaining the fixed-income portfolio's overweight position in mortgage securities. With prepayments at all-time high levels, we have experienced significant return of principal on our mortgage-backed holdings. This means we need to purchase mortgage securities simply to maintain a fixed, target allocation. With these purchases, and with the Fund's mortgage holdings in general, we have emphasized mortgage-backed securities that may perform relatively well in a rising interest rate environment. In Closing Thank you for the continued confidence you have placed in our firm as a shareholder of the Balanced Fund. As always, we welcome your comments and questions. For the Board of Trustees, /s/ Harry R. Hagey /s/ John A. Gunn - ----------------------------- ---------------------------- Harry R. Hagey, Chairman John A. Gunn, President July 31, 2003 Ten Years of Investment Performance - -------------------------------------------------------------------------------- through June 30, 2003 (in thousands) [PERFORMANCE GRAPH APPEARS HERE] Dodge & Cox S&P 500 LBAG Combined Index Balanced Fund ------- -------- -------------- ------------- Jun-93 $10,000 $10,000 $10,000 $10,000 Jun-94 $10,473 $10,064 $10,312 $10,605 Jun-95 $13,237 $11,215 $12,402 $12,862 Jun-96 $15,390 $11,692 $13,816 $13,995 Jun-97 $21,684 $12,611 $17,523 $17,554 Jun-98 $28,226 $13,940 $21,418 $20,255 Jun-99 $34,645 $14,376 $24,672 $22,868 Jun-00 $37,167 $15,033 $26,266 $22,697 Jun-01 $31,652 $16,721 $25,010 $28,000 Jun-02 $25,973 $18,167 $23,073 $28,802 Jun-03 $26,039 $20,056 $24,192 $30,436 - - Dodge & Cox Balanced Fund $30,436 - - S&P 500 $26,039 - - Combined Index $24,192 - - LBAG $20,056 Average annual total return for periods ended June 30, 2003 1 Year 5 Years 10 Years 20 Years - -------------------------------------------------------------------------------- Dodge & Cox Balanced Fund 5.64% 8.48% 11.77% 12.87% Combined Index 4.85 2.47 9.24 11.46 S&P 500 0.25 -1.60 10.04 12.21 Lehman Brothers Aggregate Bond Index (LBAG) 10.40 7.54 7.21 9.54 - -------------------------------------------------------------------------------- For updated performance figures see "Prices and Performance" at www.dodgeandcox.com, or call Dodge & Cox Funds at 1-800-621-3979. The Fund's total returns include the reinvestment of dividend and capital gain distributions, but have not been adjusted for any income taxes payable by shareholders on these distributions. Index returns include dividends and/or interest income and, unlike Fund returns, do not reflect fees or expenses. Past performance does not guarantee future results. Investment return and share price will fluctuate with market conditions, and investors may have a gain or loss when shares are sold. Lehman Brothers(R) is a trademark of Lehman Brothers, Inc.; Standard & Poor's, Standard & Poor's 500, and S&P 500(R) are trademarks of The McGraw-Hill Companies, Inc. /1/ The Combined Index reflects an unmanaged portfolio of 60% of the Standard & Poor's 500 Index (S&P 500), which is an unmanaged index of common stock prices, and 40% of the Lehman Brothers Aggregate Bond Index (LBAG), which is an unmanaged index of investment-grade fixed-income securities. The Balanced Fund may, however, invest up to 75% of its total assets in stocks. /2/ Duration is a measurement of price sensitivity to changes in interest rates. Dodge & Cox Balanced Fund / 2 Fund Information June 30, 2003 - -------------------------------------------------------------------------------- General Information - -------------------------------------------------------------------------------- Net Asset Value Per Share $65.32 Total Net Assets (millions) $9,671 30-Day SEC Yield/1/ 2.06% 2002 Expense Ratio 0.53% 2002 Portfolio Turnover 25% Fund Inception Date 1931 Investment Manager: Dodge & Cox, San Francisco. Managed by the Investment Policy Committee, whose ten members' average tenure at Dodge & Cox is 22 years, and by the Fixed-Income Strategy Committee, whose eleven members' average tenure is 14 years. Asset Allocation - -------------------------------------------------------------------------------- [PIE CHART APPEARS HERE] Stocks: 65.7% Fixed-Income Securities: 25.0% Cash Equivalents: 9.3% Stock Portfolio (65.7% of Fund) - -------------------------------------------------------------------------------- Number of Stocks 83 Median Market Capitalization $10 billion Price-to-Earnings Ratio/2/ 15x Price-to-Book Value 1.8x Foreign Stocks/3/ (% of Fund) 8.0% Five Largest Sectors % of Fund - -------------------------------------------------------------------------------- Consumer Discretionary 14.8 Financials 12.8 Information Technology 9.1 Materials 6.9 Energy 6.1 Ten Largest Stock Holdings % of Fund - -------------------------------------------------------------------------------- McDonald's 1.7 AT&T 1.7 Dow Chemical 1.7 Xerox 1.7 Hewlett-Packard 1.6 Bank One 1.6 News Corp. Ltd., Pref. ADR (Australia) 1.6 Comcast 1.5 FedEx 1.5 Golden West Financial 1.4 Fixed-Income Portfolio (25.0% of Fund) - -------------------------------------------------------------------------------- Number of Fixed-Income Securities 155 Average Quality AA- Average Maturity 7.0 years Effective Duration 3.7 years Credit Quality Ratings/5/ % of Fund - -------------------------------------------------------------------------------- U.S. Government & Government Agencies 14.1 Aaa/AAA 0.2 Aa/AA 0.1 A/A 1.8 Baa/BBB 7.1 Ba/BB 1.0 B/B and below 0.7 Sector Breakdown % of Fund - -------------------------------------------------------------------------------- U.S. Treasury and Government Agency 2.7 Federal Agency CMO and REMIC/4/ 4.7 Federal Agency Mortgage Pass-Through 6.8 Asset-Backed 0.1 Corporate 10.7 /1/ SEC Yield is an annualization of the Fund's total net investment income per share for the 30-day period ended on the last day of the month. /2/ The Fund's price-to-earnings (P/E) ratio is calculated using Dodge & Cox's estimated forward earnings and excludes extraordinary items. /3/ All U.S. dollar-denominated. /4/ Collateralized Mortgage Obligation and Real Estate Mortgage Investment Conduit. /5/ For presentation purposes only: when a security is split-rated, the lower of either the Moody's or Standard & Poor's rating is reported. 3 / Dodge & Cox Balanced Fund Portfolio of Investments June 30, 2003 - -------------------------------------------------------------------------------- COMMON STOCKS: 64.1% - -------------------------------------------------------------------------------- SHARES MARKET VALUE CONSUMER DISCRETIONARY: 13.2% CONSUMER DURABLES & APPAREL: 4.1% 4,386,100 Sony Corp. ADR/(b)/ (Japan) $ 122,810,800 1,477,500 Whirlpool Corp. 94,116,750 8,346,300 Matsushita Electric Industrial Co., Ltd. ADR/(b)/ (Japan) 83,880,315 2,056,500 Eastman Kodak Co. 56,245,275 1,097,400 VF Corp. 37,278,678 -------------- 394,331,818 RETAILING: 2.5% 4,924,350 May Department Stores Co. 109,616,031 3,552,400 Gap, Inc. 66,643,024 2,550,250 Nordstrom, Inc. 49,780,880 1,461,400 Dillard's, Inc. Class A 19,685,058 -------------- 245,724,993 MEDIA: 2.3% 4,811,909 Comcast Corp./(a)/ 145,223,414 4,675,900 AOL Time Warner, Inc./(a)/ 75,235,231 -------------- 220,458,645 HOTELS, RESTAURANTS & LEISURE: 2.1% 7,592,950 McDonald's Corp. 167,500,477 5,314,826 InterContinental Hotels Group PLC ADR/(b)/ (United Kingdom) 38,798,230 -------------- 206,298,707 AUTOMOBILES & COMPONENTS: 1.1% 8,413,720 Delphi Automotive Systems Corp. 72,610,403 2,754,630 Ford Motor Co. 30,273,384 -------------- 102,883,787 TRADING COMPANIES & DISTRIBUTORS: 1.1% 3,335,450 Genuine Parts Co. 106,767,754 -------------- 1,276,465,704 FINANCIALS: 12.8% BANKS: 4.7% 4,250,600 Bank One Corp. 158,037,308 1,675,200 Golden West Financial Corp. 134,032,752 2,876,400 Wachovia Corp. 114,940,944 861,450 Wells Fargo & Co. 43,417,080 -------------- 450,428,084 INSURANCE: 4.0% 2,267,000 Loews Corp. 107,206,430 2,594,200 St. Paul Companies, Inc. 94,714,242 1,751,500 Torchmark Corp. 65,243,375 783,912 Chubb Corp. 47,034,720 3,495,000 UNUMProvident Corp. 46,867,950 562,750 MBIA, Inc. 27,434,063 -------------- 388,500,780 DIVERSIFIED FINANCIALS: 2.3% 2,290,200 Capital One Financial Corp. 112,632,036 4,476,500 CIT Group, Inc. 110,345,725 -------------- 222,977,761 SHARES MARKET VALUE REAL ESTATE: 1.8% 3,908,000 Equity Office Properties Trust $ 105,555,080 2,600,600 Equity Residential Properties Trust 67,485,570 -------------- 173,040,650 -------------- 1,234,947,275 INFORMATION TECHNOLOGY: 9.1% TECHNOLOGY HARDWARE & EQUIPMENT: 7.0% 15,102,150 Xerox Corp./(a)/ 159,931,768 7,446,255 Hewlett-Packard Co. 158,605,232 11,957,900 Corning, Inc./(a)/ 88,368,881 7,100,000 Motorola, Inc. 66,953,000 2,955,550 Thermo Electron Corp./(a)/ 62,125,661 2,303,625 NCR Corp./(a)/ 59,018,873 1,748,600 Storage Technology Corp./(a)/ 45,008,964 5,842,850 Avaya, Inc./(a)/ 37,744,811 -------------- 677,757,190 SOFTWARE & SERVICES: 2.1% 3,371,000 Electronic Data Systems 72,307,950 1,856,400 Computer Sciences Corp./(a)/ 70,765,968 6,937,800 Compuware Corp./(a)/ 40,031,106 875,900 Computer Associates International, Inc. 19,515,052 -------------- 202,620,076 -------------- 880,377,266 MATERIALS: 6.9% CHEMICALS: 4.6% 5,362,959 Dow Chemical Co. 166,037,210 4,178,800 Akzo Nobel N.V. ADR/(b)/ (Netherlands) 111,365,020 2,102,600 Rohm and Haas Co. 65,243,678 1,654,300 Engelhard Corp. 40,977,011 1,516,920 NOVA Chemicals Corp./(b)/ (Canada) 28,882,157 2,333,400 Syngenta A.G. ADR/(b)/ (Switzerland) 23,660,676 321,400 Lubrizol Corp. 9,960,186 -------------- 446,125,938 METALS AND MINING: 1.6% 1,115,400 Rio Tinto PLC ADR/(b)/ (United Kingdom) 85,383,870 2,587,200 Alcoa, Inc. 65,973,600 -------------- 151,357,470 PAPER AND FOREST PRODUCTS: 0.7% 1,267,800 International Paper Co. 45,298,494 960,300 Boise Cascade Corp. 22,951,170 -------------- 68,249,664 -------------- 665,733,072 ENERGY: 6.1% 2,124,900 ConocoPhillips 116,444,520 3,410,900 Occidental Petroleum Corp. 114,435,695 1,506,308 ChevronTexaco Corp. 108,755,438 3,490,100 Unocal Corp. 100,130,969 1,589,900 Amerada Hess Corp. 78,191,282 2,053,400 Baker Hughes, Inc. 68,932,638 -------------- 586,890,542 See accompanying Notes to Financial Statements Dodge & Cox Balanced Fund / 4 Portfolio of Investments June 30, 2003 - -------------------------------------------------------------------------------- COMMON STOCKS (continued) - -------------------------------------------------------------------------------- SHARES MARKET VALUE HEALTH CARE: 5.7% PHARMACEUTICALS & BIOTECHNOLOGY: 3.0% 7,050,350 Schering-Plough Corp. $ 131,136,510 2,060,000 Bristol-Myers Squibb Co. 55,929,000 1,555,492 Pfizer Inc. 53,120,052 1,123,300 Wyeth 51,166,315 -------------- 291,351,877 HEALTH CARE EQUIPMENT & SERVICES: 2.7% 4,071,000 HCA-The Healthcare Company 130,434,840 700,900 WellPoint Health Networks, Inc./(a)/ 59,085,870 1,373,100 Becton, Dickinson & Co. 53,344,935 472,541 Bausch & Lomb, Inc. 17,720,287 -------------- 260,585,932 -------------- 551,937,809 INDUSTRIALS: 5.1% TRANSPORTATION: 2.3% 2,269,750 FedEx Corp. 140,792,592 1,455,000 Union Pacific Corp. 84,419,100 -------------- 225,211,692 CAPITAL GOODS: 1.8% 1,840,300 Fluor Corp. 61,907,692 2,458,700 Masco Corp. 58,639,995 808,800 Caterpillar, Inc. 45,017,808 624,200 Unova, Inc./(a)/ 6,928,620 -------------- 172,494,115 COMMERCIAL SERVICES & SUPPLIES: 1.0% 2,036,500 R.R. Donnelley & Sons Co. 53,234,110 1,203,150 Pitney Bowes, Inc. 46,212,992 -------------- 99,447,102 -------------- 497,152,909 TELECOMMUNICATION SERVICES: 2.4% 8,650,280 AT&T Corp. 166,517,890 7,949,500 AT&T Wireless Services, Inc./(a)/ 65,265,395 -------------- 231,783,285 CONSUMER STAPLES: 1.5% FOOD, BEVERAGE AND TOBACCO: 1.5% 1,761,400 Unilever N.V. ADR/(b)/ (Netherlands) 95,115,600 4,021,353 Archer Daniels Midland Co. 51,754,813 -------------- 146,870,413 UTILITIES: 1.3% 2,368,880 American Electric Power Co., Inc. 70,663,690 1,686,100 TXU Corp. 37,852,945 600,000 Scottish Power PLC ADR/(b)/ (United Kingdom) 14,586,000 -------------- 123,102,635 -------------- Total Common Stocks (cost $5,485,596,664) 6,195,260,910 -------------- PREFERRED STOCKS: 1.6% SHARES MARKET VALUE CONSUMER DISCRETIONARY: 1.6% MEDIA: 1.6% 6,257,900 News Corp. Ltd., Preferred Limited Voting Ordinary Shares ADR/(b)/ (Australia) $ 156,760,395 ------------- Total Preferred Stocks (cost $130,935,524) 156,760,395 ------------- - -------------------------------------------------------------------------------- FIXED-INCOME SECURITIES: 25.0% - -------------------------------------------------------------------------------- PAR VALUE MARKET VALUE U.S. TREASURY AND GOVERNMENT AGENCY: 2.7% U.S. TREASURY: 1.8% $22,669,946 U.S. Treasury Inflation-Indexed Note, 3.00%, 7/15/12 $ 24,982,983 38,000,000 U.S. Treasury Notes, 3.00%, 1/31/04 38,443,840 75,000,000 U.S. Treasury Notes, 3.375%, 4/30/04 76,473,600 26,515,000 U.S. Treasury Notes, 7.25%, 8/15/04 28,343,077 8,500,000 U.S. Treasury Notes, 3.50%, 11/15/06 8,959,867 -------------- 177,203,367 GOVERNMENT AGENCY: 0.9% 4,935,000 Arkansas Dev. Fin. Auth. GNMA Guaranteed Bonds, 9.75%, 11/15/14 6,520,961 9,000,000 Federal Home Loan Mtge. Corp., 6.25%, 7/15/32 10,589,625 10,647,589 Govt. Small Business Admin. 504 Series 00-20I, 7.21%, 9/1/20 12,268,904 5,458,891 Govt. Small Business Admin. 504 Series 96-20L, 6.70%, 12/1/16 6,070,307 9,450,267 Govt. Small Business Admin. 504 Series 97-20F, 7.20%, 6/1/17 10,690,805 11,317,415 Govt. Small Business Admin. 504 Series 97-20I, 6.90%, 9/1/17 12,715,233 13,201,787 Govt. Small Business Admin. 504 Series 98-20D, 6.15%, 4/1/18 14,556,984 7,021,411 Govt. Small Business Admin. 504 Series 98-20I, 6.00%, 9/1/18 7,716,408 -------------- 81,129,227 -------------- 258,332,594 FEDERAL AGENCY CMO AND REMIC/(c)/: 4.7% 221,371 Federal Home Loan Mtge. Corp., 6.00%, 1/15/07 222,239 4,511,469 Federal Home Loan Mtge. Corp., 7.25%, 4/15/07 4,663,192 8,458,757 Federal Home Loan Mtge. Corp., 6.50%, 5/15/08 8,816,181 9,327,193 Federal Home Loan Mtge. Corp., 6.50%, 5/15/08 9,807,715 19,380,000 Federal Home Loan Mtge. Corp., 6.50%, 10/15/08 20,050,094 14,655,200 Federal Home Loan Mtge. Corp., 5.50%, 12/15/13 15,054,501 15,000,000 Federal Home Loan Mtge. Corp., 5.50%, 2/15/14 15,293,436 24,259,618 Federal Home Loan Mtge. Corp., 6.00%, 12/15/14 24,784,393 5 / Dodge & Cox Balanced Fund See accompanying Notes to Financial Statements Portfolio of Investments June 30, 2003 - ------------------------------------------------------------------------------- FIXED-INCOME SECURITIES (continued) - ------------------------------------------------------------------------------- PAR VALUE MARKET VALUE FEDERAL AGENCY CMO AND REMIC (continued) $ 4,418,454 Federal Home Loan Mtge. Corp., 6.50%, 5/15/21 $ 4,486,505 24,675,340 Federal Home Loan Mtge. Corp., 6.25%, 9/15/22 25,122,549 28,000,000 Federal Home Loan Mtge. Corp., 7.00%, 8/25/23 30,364,776 1,095,627 Federal Natl. Mtge. Assn., 5.00%, 1/1/06 1,121,297 4,083,128 Federal Natl. Mtge. Assn., 7.50%, 2/25/07 4,312,440 240,176 Federal Natl. Mtge. Assn., 6.50%, 4/1/09 250,197 21,496,166 Federal Natl. Mtge. Assn., 5.50%, 10/25/09 21,597,636 11,372,069 Federal Natl. Mtge. Assn., 5.50%, 6/25/11 11,454,578 19,718,963 Federal Natl. Mtge. Assn., 5.75%, 8/25/12 19,831,146 20,000,000 Federal Natl. Mtge. Assn., 5.50%, 11/25/13 20,559,936 12,715,000 Federal Natl. Mtge. Assn., 7.00%, 6/17/22 13,124,658 18,996,619 Federal Natl. Mtge. Assn., 7.00%, 6/25/32 20,712,261 19,957,723 Federal Natl. Mtge. Assn., 7.50%, 2/25/41 22,271,582 22,538,523 Federal Natl. Mtge. Assn., 7.50%, 7/25/41 25,151,594 9,045,317 Federal Natl. Mtge. Assn., 7.00%, 9/25/41 9,862,227 20,300,933 Federal Natl. Mtge. Assn., 7.00%, 6/25/42 22,134,371 20,552,340 Federal Natl. Mtge. Assn., 7.00%, 6/25/42 22,408,484 44,593,729 Federal Natl. Mtge. Assn., 6.50%, 7/25/42 48,035,830 18,986,207 Federal Natl. Mtge. Assn., 7.00%, 7/25/42 20,700,908 3,354,849 Veterans Affairs Vendee Mtge. Trust, 7.21%, 2/15/25 3,685,713 2,254,740 Veterans Affairs Vendee Mtge. Trust, 8.793%, 6/15/25 2,514,441 ------------ 448,394,880 FEDERAL AGENCY MORTGAGE PASS-THROUGH: 6.8% 10,032 Federal Home Loan Mtge. Corp., 7.50%, 7/1/06 10,116 12,812 Federal Home Loan Mtge. Corp., 7.25%, 1/1/08 13,137 18,387 Federal Home Loan Mtge. Corp., 7.50%, 2/1/08 19,288 292,458 Federal Home Loan Mtge. Corp., 8.00%, 2/1/08 310,313 4,448,830 Federal Home Loan Mtge. Corp., 7.00%, 5/1/08 4,711,087 7,017,865 Federal Home Loan Mtge. Corp., 7.00%, 12/1/08 7,411,041 2,259,743 Federal Home Loan Mtge. Corp., 6.50%, 2/1/09 2,388,084 5,325,206 Federal Home Loan Mtge. Corp., 7.00%, 8/1/09 5,665,571 5,830,969 Federal Home Loan Mtge. Corp., 6.00%, 9/1/09 6,081,268 250,456 Federal Home Loan Mtge. Corp., 8.75%, 5/1/10 270,135 1,125,987 Federal Home Loan Mtge. Corp., 8.00%, 11/1/10 1,195,315 11,627,698 Federal Home Loan Mtge. Corp., 6.00%, 9/1/12 12,128,498 17,100,064 Federal Home Loan Mtge. Corp., 6.00%, 10/1/13 17,824,622 23,532,954 Federal Home Loan Mtge. Corp., 6.00%, 4/1/14 24,530,085 PAR VALUE MARKET VALUE $19,753,359 Federal Home Loan Mtge. Corp., 6.50%, 7/1/14 $ 20,763,998 3,866,865 Federal Home Loan Mtge. Corp., 7.00%, 4/1/15 4,083,181 13,682,909 Federal Home Loan Mtge. Corp., 6.00%, 9/1/15 14,273,363 15,752,780 Federal Home Loan Mtge. Corp., 6.00%, 5/1/16 16,433,532 162,304 Federal Home Loan Mtge. Corp., 8.25%, 2/1/17 173,973 91,210,000 Federal Home Loan Mtge. Corp., 6.00%, 5/1/17 94,859,949 50,000,000 Federal Home Loan Mtge. Corp., 6.50%, 12/1/17 52,517,097 3,259,165 Federal Home Loan Mtge. Corp., 7.75%, 7/25/21 3,481,995 1,682,615 Federal Home Loan Mtge. Corp., 8.50%, 1/1/23 1,809,032 1,752,535 Federal Home Loan Mtge. Corp., 7.47%, 3/1/23 1,869,927 10,372,365 Federal Natl. Mtge. Assn., 5.57%, 1/1/06 11,062,648 1,148,000 Federal Natl. Mtge. Assn., 7.50%, 9/1/07 1,201,762 1,854,104 Federal Natl. Mtge. Assn., 7.00%, 12/1/07 1,958,482 3,186,286 Federal Natl. Mtge. Assn., 7.00%, 12/1/07 3,367,084 1,901,592 Federal Natl. Mtge. Assn., 6.50%, 5/1/08 2,019,093 21,355,916 Federal Natl. Mtge. Assn., 5.965%, 10/1/08 23,974,920 3,650,347 Federal Natl. Mtge. Assn., 5.606%, 11/1/08 4,059,810 5,135,047 Federal Natl. Mtge. Assn., 6.50%, 11/1/08 5,452,348 2,633,459 Federal Natl. Mtge. Assn., 6.00%, 1/1/09 2,765,364 8,806,294 Federal Natl. Mtge. Assn., 6.041%, 1/1/09 9,973,596 608,939 Federal Natl. Mtge. Assn., 8.00%, 1/1/09 649,624 354,361 Federal Natl. Mtge. Assn., 7.50%, 8/1/10 375,648 3,266,086 Federal Natl. Mtge. Assn., 7.00%, 7/1/11 3,451,412 10,501,159 Federal Natl. Mtge. Assn., 6.50%, 8/1/11 11,116,783 15,534,084 Federal Natl. Mtge. Assn., 6.50%, 1/1/12 16,399,292 31,326,974 Federal Natl. Mtge. Assn., 6.017%, 4/1/12 35,733,310 9,193,867 Federal Natl. Mtge. Assn., 6.50%, 1/1/13 9,725,972 30,068,850 Federal Natl. Mtge. Assn., 5.50%, 2/1/14 31,386,441 19,274,163 Federal Natl. Mtge. Assn., 6.00%, 3/1/14 20,162,959 40,995,406 Federal Natl. Mtge. Assn., 5.50%, 9/1/14 42,791,789 21,272,915 Federal Natl. Mtge. Assn., 5.50%, 8/1/15 22,205,075 31,778,971 Federal Natl. Mtge. Assn., 5.50%, 8/1/15 33,171,498 9,076,113 Federal Natl. Mtge. Assn., 6.50%, 8/1/15 9,580,156 15,999,463 Federal Natl. Mtge. Assn., 6.00%, 7/1/16 16,699,194 747,697 Federal Natl. Mtge. Assn., 7.50%, 7/1/19 791,397 4,268,905 Govt. Natl. Mtge. Assn., 7.50%, 1/15/08 4,534,855 8,922,771 Govt. Natl. Mtge. Assn., 6.50%, 7/15/09 9,482,947 1,053,906 Govt. Natl. Mtge. Assn., 7.97%, 4/15/20 1,150,340 989,719 Govt. Natl. Mtge. Assn., 7.97%, 5/15/20 1,080,281 682,704 Govt. Natl. Mtge. Assn., 7.97%, 8/15/20 745,172 989,530 Govt. Natl. Mtge. Assn., 7.97%, 8/15/20 1,080,074 1,270,532 Govt. Natl. Mtge. Assn., 7.97%, 10/15/20 1,386,788 1,067,130 Govt. Natl. Mtge. Assn., 7.97%, 1/15/21 1,164,256 15,467,641 Govt. Natl. Mtge. Assn., 7.50%, 11/15/24 16,568,626 7,889,463 Govt. Natl. Mtge. Assn., 7.50%, 10/15/25 8,447,311 ------------ 658,540,914 See accompanying Notes to Financial Statements Dodge & Cox Balanced Fund / 6 Portfolio of Investments June 30, 2003 - ------------------------------------------------------------------------------- FIXED-INCOME SECURITIES (continued) - ------------------------------------------------------------------------------- PAR VALUE MARKET VALUE ASSET-BACKED SECURITIES: 0.1% $13,914,540 Union Planters Mortgage Finance Corp., 7.70%, 12/25/24 $ 15,356,833 CORPORATE: 10.7% INDUSTRIAL: 5.7% 31,975,000 AOL Time Warner, Inc., 7.625%, 4/15/31 36,902,507 5,500,000 AOL Time Warner, Inc., 7.70%, 5/1/32 6,420,876 27,000,000 AT&T Corp./(h)/, 7.30%, 11/15/11 30,864,024 35,000,000 AT&T Corp./(h)/, 8.00%, 11/15/31 39,686,115 7,550,000 AT&T Wireless Services, Inc., 8.75%, 3/1/31 9,332,291 17,000,000 American Home Products Corp., 6.70%, 3/15/11 19,944,502 20,000,000 Comcast Corp., 5.30%, 1/15/14 20,568,840 25,275,000 Dillard's, Inc., 7.375%, 6/1/06 25,401,375 3,500,000 Dillard's, Inc., 7.13%, 8/1/18 3,045,000 25,750,000 HCA-The Healthcare Company, 8.75%, 9/1/10 29,995,531 5,000,000 HCA-The Healthcare Company, 7.875%, 2/1/11 5,599,540 16,880,000 Health Net, Inc., 8.375%, 4/15/11 20,517,370 25,850,000 Hewlett-Packard Co., 5.50%, 7/1/07 28,573,298 18,500,000 Lockheed Martin Corp., 7.65%, 5/1/16 23,542,101 5,900,000 May Department Stores Co., 7.625%, 8/15/13 7,270,948 8,000,000 May Department Stores Co., 7.45%, 10/15/16 9,771,936 16,000,000 May Department Stores Co., 8.125%, 8/15/35, Callable 2015 19,199,056 10,440,000 May Department Stores Co., 7.875%, 8/15/36, Callable 2016 12,194,870 15,000,000 Nordstrom, Inc., 8.95%, 10/15/05 17,130,300 34,610,000 Raychem Corp., 8.20%, 10/15/08 37,724,900 35,000,000 Raytheon Co., 6.75%, 8/15/07 39,618,005 22,500,000 Time Warner Entertainment, 8.375%, 7/15/33 29,104,627 12,500,000 Walt Disney Co., 7.55%, 7/15/93, Callable 2023 15,007,300 25,000,000 Xerox Corp., 5.50%, 11/15/03 25,125,000 23,578,000 Xerox Corp., 5.25%, 12/15/03 23,636,945 10,000,000 Xerox Corp., 7.20%, 4/1/16 9,600,000 ------------ 545,777,257 FINANCE: 4.2% 13,525,000 Bank One Capital III/(d)/, 8.75%, 9/1/30 18,553,730 12,275,000 Bank One Corp., 6.50%, 2/1/06 13,626,465 14,550,000 BankAmerica Capital II/(d)/, 8.00%, 12/15/26, Callable 2006 17,026,410 14,000,000 Boston Properties, Inc., 6.25%, 1/15/13 15,330,812 15,000,000 Boston Properties, Inc./(e)/, 5.625%, 4/15/15 15,509,580 14,705,000 CIGNA Corp., 7.00%, 1/15/11 16,961,453 1,720,000 CIGNA Corp., 7.65%, 3/1/23 1,976,614 6,050,000 CIGNA Corp., 8.30%, 1/15/33, Step Coupon 7,429,714 10,000,000 CIT Group, Inc., 7.375%, 4/2/07 11,417,700 12,500,000 CIT Group, Inc., 5.75%, 9/25/07 13,630,900 12,480,000 Citicorp Capital Trust I/(d)/, 7.933%, 2/15/27, Callable 2007 14,610,735 PAR VALUE MARKET VALUE $20,055,000 EOP Operating Limited Partnership/(f)/, 8.375%, 3/15/06 $ 22,994,381 23,500,000 EOP Operating Limited Partnership/(f)/, 5.875%, 1/15/13 25,335,938 4,945,000 First Nationwide Bank, 10.00%, 10/1/06 5,992,574 11,000,000 Ford Motor Credit Co., 6.50%, 1/25/07 11,573,353 52,500,000 Ford Motor Credit Co., 7.25%, 10/25/11 53,973,832 12,750,000 GMAC, 7.75%, 1/19/10 13,721,818 35,630,000 GMAC, 8.875%, 6/1/10, Putable 2005 40,383,790 25,150,000 Safeco Corp., 7.25%, 9/1/12 30,234,374 17,500,000 St. Paul Companies, Inc., 8.125%, 4/15/10 21,527,992 13,870,000 UNUMProvident Corp., 7.625%, 3/1/11 14,840,900 13,850,000 UNUMProvident Corp., 6.75%, 12/15/28 13,157,500 4,795,000 UNUMProvident Corp., 7.375%, 6/15/32 4,747,050 -------------- 404,557,615 TRANSPORTATION: 0.7% 5,486,789 Consolidated Rail Corp., 6.76%, 5/25/15, Callable 2005 5,845,132 12,740,000 Consolidated Rail Corp., 9.75%, 6/15/20 17,564,014 43,092,576 Union Pacific Corp., 6.33%, 1/2/20 47,915,497 -------------- 71,324,643 UTILITIES: 0.1% 25,000,000 PG&E National Energy Group, Inc./(g)/, 5/16/11 13,500,000 -------------- 1,035,159,515 -------------- Total Fixed-Income Securities (cost $2,254,127,907) 2,415,784,736 -------------- SHORT-TERM INVESTMENTS: 8.3% - ------------------------------------------------------------------------------- 47,936,411 SSgA Prime Money Market Fund 47,936,411 359,279,000 State Street Repurchase Agreement, 0.90%, 7/1/03 (Collateralized by U.S. Treasury Securities, value $366,489,650) 359,279,000 100,000,000 U.S. Treasury Bills, 8/14/03 99,875,333 100,000,000 U.S. Treasury Bills, 9/25/03 99,792,167 100,000,000 U.S. Treasury Bills, 11/13/03 99,608,125 100,000,000 U.S. Treasury Bills, 12/18/03 99,565,555 -------------- Total Short-Term Investments (cost $806,056,591) 806,056,591 -------------- TOTAL INVESTMENTS (cost $8,676,716,686) 99.0% 9,573,862,632 OTHER ASSETS LESS LIABILITIES 1.0 97,393,991 ----- -------------- TOTAL NET ASSETS 100.0% $9,671,256,623 ----- -------------- /(a)/ Non-income producing /(b)/ Foreign securities denominated in U.S. dollars /(c)/ CMO: Collateralized Mortgage Obligation REMIC: Real Estate Mortgage Investment Conduit /(d)/ Cumulative Preferred Securities /(e)/ Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. As of June 30, 2003, these securities represented 0.2% of total net assets. /(f)/ EOP Operating LP is the operating partnership of Equity Office Properties Trust /(g)/ Non-income producing--security in default. Subsequent to June 30, 2003, Company filed for bankruptcy protection. /(h)/ Security is accruing at a rate higher than the coupon due to rating downgrade. 7 / Dodge & Cox Balanced Fund See accompanying Notes to Financial Statements Statement of Assets and Liabilities - ------------------------------------------------------------------------------- June 30, 2003 Assets: Investments, at market value (identified cost $8,676,716,686) $9,573,862,632 Receivable for investments sold 5,386,571 Receivable for paydowns on mortgage-backed securities 69,496 Receivable for Fund shares sold 141,044,213 Dividends and interest receivable 41,704,279 Prepaid expenses 62,375 -------------- 9,762,129,566 -------------- Liabilities: Payable for investments purchased 25,124,826 Payable for Fund shares redeemed 61,569,212 Management fees payable 3,940,070 Accounts payable 238,835 -------------- 90,872,943 -------------- Net Assets $9,671,256,623 -------------- Net Assets Consist of: Paid in capital $8,778,244,329 Accumulated undistributed net investment income 1,273,355 Accumulated undistributed net realized loss on investments (5,407,007) Net unrealized appreciation on investments 897,145,946 -------------- $9,671,256,623 -------------- Beneficial shares outstanding (par value $0.01 each, unlimited shares authorized) 148,054,661 Net asset value per share $ 65.32 Statement of Operations - ------------------------------------------------------------------------------- Six Months Ended June 30, 2003 Investment Income: Dividends (net of foreign taxes of $1,259,188) $ 74,064,877 Interest 75,206,714 ------------ 149,271,591 ------------ Expenses: Management fees (Note 2) 20,903,049 Custodian and fund accounting fees 115,020 Transfer agent fees 936,382 Professional fees 30,268 Shareholder reports 97,670 Registration fees 156,145 Trustees' fees (Note 2) 11,250 Miscellaneous 32,866 ------------ 22,282,650 ------------ Net Investment Income 126,988,941 ------------ Realized and Unrealized Gain (Loss) on Investments: Net realized loss on investments (4,750,149) Net unrealized appreciation on investments 649,453,212 ------------ Net realized and unrealized gain on investments 644,703,063 ------------ Net Increase in Net Assets from Operations $771,692,004 ------------ Statement of Changes in Net Assets - ------------------------------------------------------------------------------- Six Months Ended Year Ended June 30, 2003 December 31, 2002 Operations: Net investment income $ 126,988,941 $ 219,335,589 Net realized gain (loss) (4,750,149) 98,306,929 Net unrealized appreciation (depreciation) 649,453,212 (538,007,515) -------------- --------------- Net increase (decrease) in net assets from operations 771,692,004 (220,364,997) -------------- --------------- Distributions to Shareholders from: Net investment income (126,973,051) (218,078,124) Net realized gain (2,205,928) (108,348,437) -------------- --------------- Total distributions (129,178,979) (326,426,561) -------------- --------------- Beneficial Share Transactions: Amounts received from sale of shares 1,859,017,092 3,837,314,449 Net asset value of shares issued in reinvestment of distributions 123,996,474 312,743,386 Amounts paid for shares redeemed (839,199,706) (1,758,597,569) -------------- --------------- Net increase from beneficial share transactions 1,143,813,860 2,391,460,266 -------------- --------------- Total increase in net assets 1,786,326,885 1,844,668,708 Net Assets: Beginning of period 7,884,929,738 6,040,261,030 -------------- --------------- End of period (including undistributed net investment income of $1,273,355 and $1,257,465, respectively) $9,671,256,623 $ 7,884,929,738 -------------- --------------- Shares sold 29,945,962 60,354,580 Shares issued in reinvestment of distributions 1,985,903 5,060,173 Shares redeemed (13,679,367) (27,950,121) -------------- --------------- Net increase in shares outstanding 18,252,498 37,464,632 -------------- --------------- See accompanying Notes to Financial Statements Dodge & Cox Balanced Fund / 8 Notes to Financial Statements - -------------------------------------------------------------------------------- Note 1 Dodge & Cox Balanced Fund (the "Fund") is a separate series of Dodge & Cox Funds (the "Trust"). The Trust is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended, as a diversified, open-end management investment company. The Fund consistently follows accounting policies which are in conformity with accounting principles generally accepted in the United States of America. Significant accounting policies are as follows: (a) Security valuation: stocks are valued at the latest quoted sales prices as of the close of the New York Stock Exchange or, if not available, at the mean between the exchange listed bid and ask price; a security which is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for such security; long-term debt securities are priced on the basis of valuations furnished by pricing services which utilize both dealer-supplied valuations and electronic data processing techniques; securities for which market quotations are not readily available are valued at fair value as determined in good faith by or at the direction of the Board of Trustees; short-term securities are valued at amortized cost which approximates current value; all securities held by the Fund are denominated in U.S. Dollars. (b) Security transactions are accounted for on the trade date in the financial statements. (c) Gains and losses on securities sold are determined on the basis of identified cost. (d) Dividend and interest income are recorded on the accrual basis. Premiums and discounts on debt securities purchased are amortized and accreted, respectively, to interest income over the lives of the respective securities. (e) Distributions to shareholders of income and capital gains are reflected in the net asset value per share computation on the ex-dividend date. (f) The Fund may enter into repurchase agreements which involve the purchase of securities from a counterparty with a simultaneous commitment to resell the securities at an agreed-upon date and price. In the event of default by the counterparty, the Fund has the contractual right to liquidate the securities and to apply the proceeds in satisfaction of the obligation. (g) No provision for federal income taxes has been included in the accompanying financial statements since the Fund intends to distribute all of its taxable income and otherwise continue to comply with requirements for regulated investment companies. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. Note 2 Under a written agreement, the Fund pays an annual management fee of 1/2 of 1% of the Fund's average daily net asset value to Dodge & Cox, investment manager of the Fund. All officers and three of the trustees of the Trust are officers and employees of Dodge & Cox. Those trustees who are not affiliated with Dodge & Cox receive from the Trust an annual fee plus an attendance fee for each Board or Committee meeting attended. Payments to trustees are divided equally among each series of the Trust. The Trust does not pay any other remuneration to its officers or trustees. Note 3 The federal tax character of distributions paid in the six months ended June 30, 2003 include $129,178,979 of ordinary income ($0.92 per share) and no long-term capital gain. At June 30, 2003, the tax basis components of accumulated undistributed income and net realized gain include $2,570,230 of ordinary income and no long-term capital gain, which differ in total from amounts reported in the financial statements due to temporary differences between financial statement and tax treatments for defaulted fixed-income securities and capital losses. For federal tax purposes, net realized capital losses of $5,407,007 arising in the six months ended June 30, 2003 are available for offsetting capital gains realized in future periods, and will expire in 2011 if not utilized. For the six months ended June 30, 2003, purchases and sales of securities, other than short-term securities, aggregated $1,545,987,938 and $751,670,669, respectively, of which U.S. government obligations aggregated $466,161,296 and $292,655,194, respectively. At June 30, 2003, the cost of investments for federal income tax purposes was equal to the cost for financial reporting purposes. Net unrealized appreciation aggregated $897,145,946, of which $1,264,403,247 represented appreciated securities and $367,257,301 represented depreciated securities. The financial information has been taken from the records of the Fund and has not been audited by the Fund's independent accountants who do not express an opinion thereon. The financial statements of the Fund will be subject to audit by the Fund's independent accountants as of the close of the calendar year. 9 / Dodge & Cox Balanced Fund Financial Highlights - ------------------------------------------------------------------------------------------------------- SELECTED DATA AND RATIOS (for a share Six Months outstanding throughout each period) Ended June 30, Year Ended December 31, - ------------------------------------------------------------------------------------------------------- 2003 2002 2001 2000 1999 1998 Net asset value, beginning of period $60.75 $65.42 $63.42 $65.71 $65.22 $66.78 Income from investment operations: Net investment income 0.91 1.89 2.12 2.45 2.24 2.24 Net realized and unrealized gain (loss) 4.58 (3.80) 4.07 6.95 5.45 2.17 --------------------------------------------------------- Total from investment operations 5.49 (1.91) 6.19 9.40 7.69 4.41 --------------------------------------------------------- Distributions to shareholders from: Net investment income (.91) (1.88) (2.14) (2.47) (2.22) (2.23) Net realized gain (.01) (.88) (2.05) (9.22) (4.98) (3.74) --------------------------------------------------------- Total distributions (.92) (2.76) (4.19) (11.69) (7.20) (5.97) --------------------------------------------------------- Net asset value, end of period $65.32 $60.75 $65.42 $63.42 $65.71 $65.22 --------------------------------------------------------- Total return 9.12% (2.94)% 10.06% 15.13% 12.06% 6.70% Ratios/supplemental data: Net assets, end of year (millions) $9,671 $7,885 $6,040 $4,909 $5,138 $5,693 Ratio of expenses to average net assets .53%* .53% .53% .53% .53% .54% Ratio of net investment income to average net assets 3.04%* 3.12% 3.28% 3.70% 3.18% 3.29% Portfolio turnover rate 10% 25% 21% 23% 17% 26% - ------------------------------------------------------------------------------------------------------- *Annualized Dodge & Cox Balanced Fund / 10 Officers and Trustees - -------------------------------------------------------------------------------- Harry R. Hagey, Chairman & Trustee Chairman & CEO, Dodge & Cox John A. Gunn, President & Trustee President, Dodge & Cox Dana M. Emery, Vice President & Trustee Senior Vice President, Dodge & Cox William F. Ausfahl, Trustee Former CFO and member of Board of Directors, The Clorox Company L. Dale Crandall, Trustee Former President, Kaiser Foundation Health Plan and Hospitals Thomas A. Larsen, Trustee Director, Howard, Rice, Nemerovski, Canady, Falk & Rabkin Will C. Wood, Trustee Principal, Kentwood Associates, Financial Advisers A. Horton Shapiro, Executive Vice President Senior Vice President, Dodge & Cox Katherine Herrick Drake, Vice President Vice President, Dodge & Cox Kenneth E. Olivier, Vice President Executive Vice President, Dodge & Cox John M. Loll, Treasurer & Asst. Secretary Vice President & Treasurer, Dodge & Cox Thomas M. Mistele, Secretary & Asst. Treasurer Vice President, Secretary & General Counsel, Dodge & Cox D O D G E & C O X D O D G E & C O X ----------------- ----------------- Income Fund Income Fund Established 1989 www.dodgeandcox.com For Fund literature and account information, please visit the Funds' web site. or write or call: Dodge & Cox Funds c/o Boston Financial Data Services P.O. Box 8422 Boston, Massachusetts 02266-8422 (800) 621-3979 Investment Manager Dodge & Cox One Sansome Street 35th Floor San Francisco, California 94104-4443 (415) 981-1710 This report is submitted for the general information of the shareholders of the Fund. The report is not authorized for distribution to prospective investors in the Fund unless it is accompanied by a current prospectus. This report reflects our views, opinions and portfolio holdings as of June 30, 2003, the end of the reporting period. The information provided is not a complete analysis of every aspect of any industry, security or the Fund. The Fund's portfolio composition may Semi-Annual Report change depending on market and June 30, 2003 economic conditions. Although historical performance is no 2003 guarantee of future results, these insights may help you ------------------ understand our investment ------------------ management philosophy. ------------------ 6/03 IF SAR Printed on recycled paper To Our Shareholders - -------------------------------------------------------------------------------- The Dodge & Cox Income Fund produced a total return of 2.8% for the quarter ended June 30, 2003, compared to a total return of 2.5% for the Lehman Brothers Aggregate Bond Index (LBAG). For the six months ended June 30, 2003, the Fund had a total return of 4.3%, compared to a total return of 3.9% for the LBAG. The Fund ended the quarter with total net assets of $4.9 billion. Market Commentary Declining interest rates and the ongoing recovery of the corporate bond sector fueled fixed-income returns during the second quarter. U.S. Treasury yields steadied at the beginning of the quarter only to drop markedly in May and early June as signs of renewed economic vigor, eagerly anticipated after the cessation of battlefield hostilities in Iraq, were not evident in the economic data. The benchmark 10-year U.S. Treasury yield hit a multi-decade low of 3.1% on June 13, then rose slightly to end the quarter at 3.5%. Such low levels of U.S. Treasury rates seemed to imply a prolonged period of economic weakness and/or price deflation. This sentiment was not shared elsewhere, however; over the same time period, U.S. equities rose 15% and the corporate bond sector, presumably quite sensitive to deteriorating economic conditions, smartly outpaced all other bond market sectors over the quarter. In fact, as we write this letter, the interest rate increases that began on June 14th have gathered steam. As of July 31, the benchmark 10-year U.S. Treasury has risen an additional 90 basis points--to 4.40%--from quarter's end. Performance Review The Fund's overweight position in corporate securities (34.1% vs. 26.6% for the LBAG at the beginning of the quarter) contributed to relative performance. The Lehman Credit Index (corporate plus sovereign securities) returned 4.8% for the quarter as the corporate outperformance that began in November 2002 continued. Security selection was strongly positive as most of the Fund's investments in this area outperformed the Lehman Credit Index. Mortgage-backed securities slightly underperformed short U.S. Treasuries during the quarter as the record-breaking pace of mortgage prepayments persisted. Almost the entire universe of mortgages is now considered "re-financeable." The Fund's overweight position in mortgage-backed securities (42.6% vs. 34.7% for the LBAG at the beginning of the quarter) detracted from relative performance. In addition, many of the Fund's mortgage-backed holdings modestly underperformed the Lehman Mortgage Index returns. The Fund's shorter duration/1/ meant that on average the Fund's holdings appreciated less than the broad market. However, the Fund's higher-than-market yield contributed to relative returns. Current Strategy Our trades in the Fund this quarter met three strategic objectives: reduce overall portfolio duration, selectively trim corporate exposure, and maintain the Fund's target mortgage sector exposure. First, we continued to lower the portfolio's duration during the quarter, as the decline in Treasury rates seemed to imply a weaker economic and inflationary outlook than we believe was warranted. We incrementally reduced duration through the sale of several corporate holdings. At quarter end, the Fund's duration stood at 3.34 years, compared to the LBAG duration of 3.95 years. This quarter's reductions in corporate holdings were made primarily to facilitate the decrease in portfolio duration, but also in recognition of the fuller valuations accorded certain issues after nearly eight months of very strong relative performance from the corporate sector. We sold Canadian Pacific, Dana Corp., and Eastman Chemical bonds, as their recent strong performance led to valuations that were, in our judgment, less compelling given the underlying credit risks. Despite generally fuller valuations we continue to find select opportunities within the corporate sector. For example, we purchased a 0.75% portfolio position in Comcast Corp. at new issue. The bond, a 5.3% coupon maturing in 2014 and rated Baa3/BBB, was purchased at a yield premium of 167 basis points over the 10-year Treasury bond. We also added marginally to the Fund's holdings in Dillard's, Ford Motor Credit, May Department Stores and Xerox. Finally, we are maintaining the Fund's overweight position in mortgage securities. With prepayments at all-time high levels, we have experienced significant return of principal on our mortgage-backed holdings. This means we need to purchase mortgage 1 / Dodge & Cox Income Fund - -------------------------------------------------------------------------------- securities simply to maintain a fixed, target allocation. With these purchases, and with the Fund's mortgage holdings in general, we have emphasized mortgage-backed securities that may perform relatively well in a rising interest rate environment. As is our practice, changes to the Fund's composition and duration are deliberate and incremental--made with a long-term investment horizon and backed up by fundamental analysis. In Closing With the Fund's SEC yield now at 3.2% and short-term interest rates at 45-year lows, we would like to once again caution investors that the strong annualized returns for the Fund and the fixed-income market over the past three years are unlikely to be repeated in the near future. In fact, as interest rates rose in the month of July, the Income Fund lost 1% of its value, while the LBAG lost 1.8%. Thank you for the continued confidence you have placed in our firm as a shareholder of the Income Fund. As always, we welcome your comments and questions. For the Board of Trustees, /s/ Harry R. Hagey - ----------------------------- Harry R. Hagey, Chairman /s/ A. Horton Shapiro - ------------------------------------------------ A. Horton Shapiro, Executive Vice President July 31, 2003 Ten Years of Investment Performance - -------------------------------------------------------------------------------- through June 30, 2003 (in thousands) [PERFORMANCE GRAPH APPEARS HERE] Dodge & Cox Income Fund LBAG ----------------------- ---- Jun-93 $10,000 $10,000 Jun-94 $10,108 $10,064 Jun-95 $11,394 $11,215 Jun-96 $11,857 $11,692 Jun-97 $12,814 $12,611 Jun-98 $14,234 $13,940 Jun-99 $14,616 $14,376 Jun-00 $15,200 $15,033 Jun-01 $17,110 $16,721 Jun-02 $18,684 $18,167 Jun-03 $20,723 $20,056 - - Dodge & Cox Income Fund $20,723 - - LBAG $20,056 Average annual total return for periods ended June 30, 2003 1 Year 5 Years 10 Years - -------------------------------------------------------------------------------- Dodge & Cox Income Fund 10.90% 7.80% 7.56% Lehman Brothers Aggregate Bond Index (LBAG) 10.40 7.54 7.21 - -------------------------------------------------------------------------------- For updated performance figures see "Prices and Performance" at www.dodgeandcox.com, or call Dodge & Cox Funds at 1-800-621-3979. The Fund's total returns include the reinvestment of dividend and capital gain distributions, but have not been adjusted for any income taxes payable by shareholders on these distributions. The Lehman Brothers Aggregate Bond Index is a widely recognized, unmanaged index of investment-grade fixed-income securities. Index returns include dividends and/or interest income and, unlike Fund returns, do not reflect fees or expenses. Past performance does not guarantee future results. Investment return and share price will fluctuate with market conditions, and investors may have a gain or loss when shares are sold. Lehman Brothers(R) is a trademark of Lehman Brothers, Inc. /1/ Duration is a measure of price sensitivity to changes in interest rates. Dodge & Cox Income Fund / 2 Fund Information June 30, 2003 - ------------------------------------------------------------------------------- General Information - ------------------------------------------------------------------------------- Net Asset Value Per Share $13.00 Total Net Assets (millions) $4,855 30-Day SEC Yield/1/ 3.23% 2002 Expense Ratio 0.45% 2002 Portfolio Turnover 31% Fund Inception Date 1989 Investment Manager: Dodge & Cox, San Francisco. Managed by the Fixed-Income Strategy Committee, whose eleven members' average tenure is 14 years, and by the Investment Policy Committee, whose ten members' average tenure at Dodge & Cox is 22 years. Portfolio Characteristics Fund LBAG - ------------------------------------------------------------------------------- Number of Fixed-Income Securities 226 7,454 Average Quality AA AA+ Average Maturity (years) 5.9 6.7 Effective Duration (years) 3.3 4.0 Credit Quality Ratings/3/ Fund LBAG - ------------------------------------------------------------------------------- U.S. Government & Government Agencies 56.7% 68.2% Aaa/AAA 0.9 7.2 Aa/AA 0.1 4.7 A/A 4.3 10.2 Baa/BBB 22.2 9.7 Ba/BB 2.7 0.0 B/B and below 3.3 0.0 Cash Equivalents 9.8 0.0 Asset Allocation - -------------------------------------------------------------------------------- [PIE CHART APPEARS HERE] Fixed-Income Securities: 90.2% Cash Equivalents: 9.8% Sector Breakdown Fund LBAG - ------------------------------------------------------------------------------- U.S. Treasury and Government Agency 16.1% 34.1% Federal Agency CMO and REMIC/2/ 14.8 0.0 Federal Agency Mortgage Pass-Through 25.8 34.2 Asset-Backed 0.7 4.3 Corporate 32.8 23.2 Non-Corporate Yankee 0.0 4.2 Cash Equivalents 9.8 0.0 Maturity Breakdown Fund LBAG - ------------------------------------------------------------------------------- 0-1 Years to Maturity 18.4% 0.0% 1-5 46.9 58.9 5-10 22.3 26.0 10-15 2.2 3.2 15-20 1.2 4.0 20-25 2.2 3.3 25 and Over 6.8 4.6 /1/ SEC Yield is an annualization of the Fund's total net investment income per share for the 30-day period ended on the last day of the month. /2/ Collateralized Mortgage Obligation and Real Estate Mortgage Investment Conduit. /3/ For presentation purposes only: when a security is split-rated, the lower of either the Moody's or Standard & Poor's rating is reported. 3 / Dodge & Cox Income Fund Portfolio of Investments June 30, 2003 - -------------------------------------------------------------------------------- FIXED-INCOME SECURITIES: 90.2% - -------------------------------------------------------------------------------- PAR VALUE MARKET VALUE U.S. TREASURY AND GOVERNMENT AGENCY: 16.1% U.S. TREASURY: 12.3% $ 38,472,836 U.S. Treasury Inflation-Indexed Note, 3.375%, 1/15/12 $ 43,528,398 50,195,000 U.S. Treasury Notes, 5.75%, 8/15/03 50,495,015 50,100,000 U.S. Treasury Notes, 4.25%, 11/15/03 50,710,619 70,000,000 U.S. Treasury Notes, 3.375%, 4/30/04 71,375,360 50,000,000 U.S. Treasury Notes, 2.25%, 7/31/04 50,646,500 125,000,000 U.S. Treasury Notes, 6.75%, 5/15/05 137,661,125 100,000,000 U.S. Treasury Notes, 4.625%, 5/15/06 108,402,300 75,000,000 U.S. Treasury Notes, 5.00%, 8/15/11 84,128,925 ------------ 596,948,242 GOVERNMENT AGENCY: 3.8% 9,839,664 Govt. Small Business Admin. 504 Series 02-20L, 5.10%, 12/1/22 10,356,552 1,922,499 Govt. Small Business Admin. 504 Series 91-20K, 8.25%, 11/1/11 2,100,962 2,716,687 Govt. Small Business Admin. 504 Series 92-20B, 8.10%, 2/1/12 2,960,900 2,330,788 Govt. Small Business Admin. 504 Series 92-20C, 8.20%, 3/1/12 2,548,186 2,393,138 Govt. Small Business Admin. 504 Series 92-20D, 8.20%, 4/1/12 2,621,629 5,108,089 Govt. Small Business Admin. 504 Series 92-20G, 7.60%, 7/1/12 5,551,698 2,626,220 Govt. Small Business Admin. 504 Series 92-20H, 7.40%, 8/1/12 2,852,537 3,465,066 Govt. Small Business Admin. 504 Series 92-20I, 7.05%, 9/1/12 3,752,473 5,096,439 Govt. Small Business Admin. 504 Series 92-20J, 7.00%, 10/1/12 5,523,784 5,353,603 Govt. Small Business Admin. 504 Series 92-20K, 7.55%, 11/1/12 5,858,206 2,354,291 Govt. Small Business Admin. 504 Series 92-20L, 7.45%, 12/1/12 2,577,201 4,109,788 Govt. Small Business Admin. 504 Series 93-20B, 7.00%, 2/1/13 4,462,083 4,126,291 Govt. Small Business Admin. 504 Series 93-20D, 6.75%, 4/1/13 4,477,646 4,562,587 Govt. Small Business Admin. 504 Series 93-20E, 6.55%, 5/1/13 4,942,781 4,336,180 Govt. Small Business Admin. 504 Series 93-20F, 6.65%, 6/1/13 4,713,506 6,848,612 Govt. Small Business Admin. 504 Series 93-20L, 6.30%, 12/1/13 7,418,284 3,407,591 Govt. Small Business Admin. 504 Series 94-20D, 7.70%, 4/1/14 3,780,212 8,071,503 Govt. Small Business Admin. 504 Series 94-20E, 7.75%, 5/1/14 8,974,034 4,984,944 Govt. Small Business Admin. 504 Series 94-20F, 7.60%, 6/1/14 5,537,996 3,734,341 Govt. Small Business Admin. 504 Series 94-20G, 8.00%, 7/1/14 4,157,112 PAR VALUE MARKET VALUE $ 3,567,032 Govt. Small Business Admin. 504 Series 94-20H, 7.95%, 8/1/14 $ 3,974,532 6,641,477 Govt. Small Business Admin. 504 Series 94-20I, 7.85%, 9/1/14 7,400,457 3,823,024 Govt. Small Business Admin. 504 Series 94-20K, 8.65%, 11/1/14 4,328,951 4,142,080 Govt. Small Business Admin. 504 Series 94-20L, 8.40%, 12/1/14 4,679,168 1,526,304 Govt. Small Business Admin. 504 Series 95-20A, 8.50%, 1/1/15 1,718,699 3,499,345 Govt. Small Business Admin. 504 Series 95-20C, 8.10%, 3/1/15 3,930,718 4,192,161 Govt. Small Business Admin. 504 Series 97-20E, 7.30%, 5/1/17 4,749,760 4,293,770 Govt. Small Business Admin. 504 Series 97-20J, 6.55%, 10/1/17 4,779,946 17,098,171 Govt. Small Business Admin. 504 Series 98-20C, 6.35%, 3/1/18 18,963,917 6,569,362 Govt. Small Business Admin. 504 Series 98-20H, 6.15%, 8/1/18 7,254,840 3,541,285 Govt. Small Business Admin. 504 Series 98-20L, 5.80%, 12/1/18 3,864,999 4,108,247 Govt. Small Business Admin. 504 Series 99-20C, 6.30%, 3/1/19 4,566,859 11,331,412 Govt. Small Business Admin. 504 Series 99-20G, 7.00%, 7/1/19 12,904,933 4,114,723 Govt. Small Business Admin. 504 Series 99-20I, 7.30%, 9/1/19 4,737,069 ------------ 183,022,630 ------------ 779,970,872 FEDERAL AGENCY CMO AND REMIC/(a)/: 14.8% 1,045,059 Federal Home Loan Mtge. Corp., 8.00%, 4/15/07 1,073,610 10,278,948 Federal Home Loan Mtge. Corp., 6.00%, 8/15/08 10,812,692 20,100,000 Federal Home Loan Mtge. Corp., 6.00%, 10/15/08 21,397,198 10,000,000 Federal Home Loan Mtge. Corp., 6.00%, 7/15/13 10,082,119 23,275,000 Federal Home Loan Mtge. Corp., 6.00%, 7/15/13 23,562,286 24,259,618 Federal Home Loan Mtge. Corp., 6.00%, 12/15/14 24,784,393 54,156,000 Federal Home Loan Mtge. Corp., 6.00%, 1/15/15 55,479,713 20,000,000 Federal Home Loan Mtge. Corp., 6.50%, 4/15/22 20,274,680 10,000,000 Federal Home Loan Mtge. Corp., 6.00%, 6/17/22 10,414,651 30,356,643 Federal Home Loan Mtge. Corp., 7.178%, 7/25/33 32,786,116 14,017,543 Federal Natl. Mtge. Assn., 6.00%, 1/25/14 14,306,763 See accompanying Notes to Financial Statements Dodge & Cox Income Fund / 4 Portfolio of Investments June 30, 2003 - ------------------------------------------------------------------------------- FIXED-INCOME SECURITIES (continued) - ------------------------------------------------------------------------------- PAR VALUE MARKET VALUE FEDERAL AGENCY CMO AND REMIC/(a)/ (continued) $35,000,000 Federal Natl. Mtge. Assn., 6.00%, 7/25/14 $ 35,733,824 23,418,000 Federal Natl. Mtge. Assn., 5.50%, 8/25/14 24,082,725 29,349,000 Federal Natl. Mtge. Assn., 6.00%, 9/25/14 30,089,440 18,773,000 Federal Natl. Mtge. Assn., 6.00%, 10/25/14 19,116,170 14,650,838 Federal Natl. Mtge. Assn., 6.25%, 3/25/23 14,958,822 9,000,000 Federal Natl. Mtge. Assn., 6.00%, 6/25/23 9,536,630 20,783,554 Federal Natl. Mtge. Assn., 7.00%, 6/25/32 22,660,579 18,104,194 Federal Natl. Mtge. Assn., 7.50%, 7/25/41 20,203,158 31,097,903 Federal Natl. Mtge. Assn., 7.00%, 12/25/41 33,906,448 40,629,822 Federal Natl. Mtge. Assn., 6.50%, 6/25/42 43,765,957 16,527,389 Federal Natl. Mtge. Assn., 7.00%, 6/25/42 18,020,028 35,378,030 Federal Natl. Mtge. Assn., 7.00%, 6/25/42 38,573,126 48,324,601 Federal Natl. Mtge. Assn., 6.50%, 12/25/42 52,054,681 35,198,559 Federal Natl. Mtge. Assn., 7.50%, 12/25/42 39,279,409 9,450,222 Federal Natl. Mtge. Assn., 7.00%, 3/25/45 10,303,700 19,910,000 Govt. Natl. Mtge. Assn., 7.25%, 7/16/28 21,269,154 12,201,821 Veterans Affairs Vendee Mtge. Trust, 7.00%, 6/15/10 12,591,669 1,457,661 Veterans Affairs Vendee Mtge. Trust, 9.292%, 5/15/25 1,599,710 35,964,967 Veterans Affairs Vendee Mtge. Trust, 7.50%, 6/15/27 41,077,388 4,530,931 Veterans Affairs Vendee Mtge. Trust, 8.1046%, 10/15/27 5,035,721 ------------ 718,832,560 FEDERAL AGENCY MORTGAGE PASS-THROUGH: 25.8% 29,341 Federal Home Loan Mtge. Corp., 8.00%, 12/1/03 29,646 8,753 Federal Home Loan Mtge. Corp., 7.00%, 9/1/06 8,996 16,597 Federal Home Loan Mtge. Corp., 7.25%, 1/1/08 17,018 11,791 Federal Home Loan Mtge. Corp., 8.00%, 1/1/08 12,032 74,663 Federal Home Loan Mtge. Corp., 8.00%, 1/1/08 79,177 37,244 Federal Home Loan Mtge. Corp., 7.50%, 10/1/08 39,241 1,001,721 Federal Home Loan Mtge. Corp., 7.00%, 11/1/08 1,057,842 90,838 Federal Home Loan Mtge. Corp., 8.00%, 5/1/09 95,937 13,454 Federal Home Loan Mtge. Corp., 8.25%, 5/1/09 14,229 112,222 Federal Home Loan Mtge. Corp., 8.00%, 8/1/09 118,925 3,111,581 Federal Home Loan Mtge. Corp., 6.50%, 2/1/11 3,279,717 20,903,035 Federal Home Loan Mtge. Corp., 6.00%, 6/1/11 21,803,319 PAR VALUE MARKET VALUE $ 4,793,724 Federal Home Loan Mtge. Corp., 6.00%, 7/1/11 $ 5,001,829 5,317,312 Federal Home Loan Mtge. Corp., 7.00%, 12/1/11 5,654,123 2,679,221 Federal Home Loan Mtge. Corp., 7.00%, 3/1/12 2,848,929 7,025,049 Federal Home Loan Mtge. Corp., 6.50%, 4/1/12 7,404,649 106 Federal Home Loan Mtge. Corp., 6.50%, 6/1/12 106 6,933,832 Federal Home Loan Mtge. Corp., 6.50%, 6/1/12 7,296,899 5,640,253 Federal Home Loan Mtge. Corp., 6.00%, 4/1/13 5,879,240 3,542,778 Federal Home Loan Mtge. Corp., 6.00%, 5/1/13 3,692,892 68,371,083 Federal Home Loan Mtge. Corp., 5.50%, 11/1/13 71,265,669 6,869,866 Federal Home Loan Mtge. Corp., 6.00%, 12/1/13 7,162,775 33,178,994 Federal Home Loan Mtge. Corp., 6.00%, 12/1/13 34,584,845 19,036,064 Federal Home Loan Mtge. Corp., 6.00%, 4/1/14 19,842,654 44,243,805 Federal Home Loan Mtge. Corp., 5.50%, 7/1/14 46,116,928 33,040,772 Federal Home Loan Mtge. Corp., 6.50%, 7/1/14 34,731,233 3,677,808 Federal Home Loan Mtge. Corp., 6.50%, 11/1/14 3,865,975 13,877,981 Federal Home Loan Mtge. Corp., 6.00%, 2/1/15 14,466,014 64,992,362 Federal Home Loan Mtge. Corp., 6.50%, 5/1/16 68,281,070 26,553,641 Federal Home Loan Mtge. Corp., 5.50%, 10/1/16 27,544,947 112,150,415 Federal Home Loan Mtge. Corp., 6.00%, 5/1/17 116,638,336 42,811,479 Federal Home Loan Mtge. Corp., 6.50%, 5/1/17 44,966,698 59,414,979 Federal Home Loan Mtge. Corp., 6.50%, 6/1/17 62,406,054 107,512,139 Federal Home Loan Mtge. Corp., 6.00%, 8/1/17 111,805,092 16,324,596 Federal Home Loan Mtge. Corp., 6.50%, 12/1/17 17,146,408 61,530,202 Federal Home Loan Mtge. Corp., 6.00%, 1/1/18 63,987,099 7,580,539 Federal Home Loan Mtge. Corp., 7.90%, 2/1/21 8,133,728 9,016,198 Federal Natl. Mtge. Assn., 6.825%, 5/1/06 9,944,740 1,272,376 Federal Natl. Mtge. Assn., 7.50%, 9/1/07 1,331,963 300 Federal Natl. Mtge. Assn., 6.25%, 12/1/07 300 5 / Dodge & Cox Income Fund See accompanying Notes to Financial Statements Portfolio of Investments June 30, 2003 - -------------------------------------------------------------------------------- FIXED-INCOME SECURITIES (continued) - -------------------------------------------------------------------------------- PAR VALUE MARKET VALUE FEDERAL AGENCY MORTGAGE PASS-THROUGH (continued) $ 2,880,340 Federal Natl. Mtge. Assn., 7.00%, 7/1/08 $ 3,043,778 9,436,634 Federal Natl. Mtge. Assn., 5.90%, 12/1/08 10,595,738 3,206,559 Federal Natl. Mtge. Assn., 6.50%, 12/1/08 3,404,696 6,019,077 Federal Natl. Mtge. Assn., 5.50%, 6/1/09 6,308,270 2,484,349 Federal Natl. Mtge. Assn., 6.50%, 7/1/09 2,637,838 8,848,172 Federal Natl. Mtge. Assn., 6.503%, 7/1/09 10,347,666 707,139 Federal Natl. Mtge. Assn., 8.00%, 8/1/10 752,147 4,280,691 Federal Natl. Mtge. Assn., 7.00%, 12/1/10 4,559,193 2,973,096 Federal Natl. Mtge. Assn., 7.00%, 12/1/11 3,166,031 463,499 Federal Natl. Mtge. Assn., 8.00%, 1/1/12 499,520 29,841,692 Federal Natl. Mtge. Assn., 6.017%, 4/1/12 34,039,114 9,122,864 Federal Natl. Mtge. Assn., 6.50%, 11/1/12 9,550,025 1,676 Federal Natl. Mtge. Assn., 6.50%, 1/1/13 1,747 11,929,379 Federal Natl. Mtge. Assn., 6.00%, 4/1/13 12,479,483 13,535,699 Federal Natl. Mtge. Assn., 6.00%, 3/1/14 14,159,875 10,051,713 Federal Natl. Mtge. Assn., 6.00%, 6/1/14 10,509,924 44,660,465 Federal Natl. Mtge. Assn., 5.50%, 9/1/14 46,617,448 93,968,548 Federal Natl. Mtge. Assn., 5.50%, 9/1/14 98,086,168 4,284,848 Federal Natl. Mtge. Assn., 7.50%, 11/1/14 4,588,645 17,018,332 Federal Natl. Mtge. Assn., 5.50%, 8/1/15 17,764,060 32,846,911 Federal Natl. Mtge. Assn., 5.50%, 8/1/15 34,286,234 6,488,555 Federal Natl. Mtge. Assn., 7.15%, 10/1/15 7,723,439 23,760,748 Federal Natl. Mtge. Assn., 6.00%, 7/1/16 24,799,916 549,092 Federal Natl. Mtge. Assn., 8.00%, 8/1/22 585,778 612,186 Govt. Natl. Mtge. Assn., 7.25%, 2/15/06 628,025 4,237,448 Govt. Natl. Mtge. Assn., 7.00%, 4/15/09 4,555,580 4,603,196 Govt. Natl. Mtge. Assn., 6.50%, 7/15/09 4,892,186 2,109,132 Govt. Natl. Mtge. Assn., 7.50%, 9/15/17 2,255,544 673,905 Govt. Natl. Mtge. Assn., 7.80%, 6/15/20 733,596 461,263 Govt. Natl. Mtge. Assn., 7.80%, 7/15/20 502,119 520,079 Govt. Natl. Mtge. Assn., 7.80%, 7/15/20 566,145 1,473,775 Govt. Natl. Mtge. Assn., 7.80%, 8/15/20 1,604,315 805,184 Govt. Natl. Mtge. Assn., 7.80%, 9/15/20 876,503 463,622 Govt. Natl. Mtge. Assn., 7.80%, 10/15/20 504,687 558,821 Govt. Natl. Mtge. Assn., 7.80%, 11/15/20 608,319 694,441 Govt. Natl. Mtge. Assn., 7.80%, 1/15/21 755,601 1,762,443 Govt. Natl. Mtge. Assn., 7.80%, 1/15/21 1,917,661 19,334,551 Govt. Natl. Mtge. Assn., 7.50%, 11/15/24 20,710,782 12,466,404 Govt. Natl. Mtge. Assn., 7.50%, 5/15/25 13,349,144 9,938,362 Govt. Natl. Mtge. Assn., 7.00%, 5/15/28 10,568,326 -------------- 1,254,092,540 ASSET-BACKED SECURITIES: 0.7% 16,490,000 CA Infrastructure and Econ. Dev. Bank Special Purpose Trust PGE-1 Rate Reduction Ctf. 1997-1 A-7, 6.42%, 9/25/08 17,866,130 12,780,000 CA Infrastructure and Econ. Dev. Bank Special Purpose Trust SCE-1 Rate Reduction Ctf. 1997-1 A-6, 6.38%, 9/25/08 13,859,528 -------------- 31,725,658 PAR VALUE MARKET VALUE CORPORATE: 32.8% INDUSTRIAL: 18.7% $34,400,000 AOL Time Warner, Inc., 7.625%, 4/15/31 $ 39,701,212 36,455,000 AOL Time Warner, Inc., 7.70%, 5/1/32 42,558,733 67,835,000 AT&T Corp./(g)/, 8.00%, 11/15/31 76,917,360 52,685,000 AT&T Corp./(g)/, 7.30%, 11/15/11 60,224,856 8,500,000 AT&T Wireless Services, Inc., 8.75%, 3/1/31 10,506,552 24,975,000 American Home Products Corp., 6.70%, 3/15/11 29,300,820 35,025,000 Comcast Corp., 5.30%, 1/15/14 36,021,181 5,000,000 Dillard's, Inc., 7.375%, 6/1/06 5,025,000 16,865,000 Dillard's, Inc., 7.13%, 8/1/18 14,672,550 13,150,000 Dillard's, Inc., 7.75%, 7/15/26 11,604,875 9,000,000 General Electric Co., 5.00%, 2/1/13 9,506,313 43,250,000 HCA-The Healthcare Company, 8.75%, 9/1/10 50,380,844 16,065,000 HCA-The Healthcare Company, 7.875%, 2/1/11 17,991,322 20,520,000 Health Net, Inc., 8.375%, 4/15/11 24,941,732 35,320,000 Hewlett-Packard Co., 5.50%, 7/1/07 39,040,962 15,000,000 Lockheed Martin Corp., 7.65%, 5/1/16 19,088,190 10,645,000 Lockheed Martin Corp., 7.75%, 5/1/26 13,281,181 5,000,000 May Department Stores Co., 8.00%, 7/15/12 6,211,570 7,105,000 May Department Stores Co., 7.625%, 8/15/13 8,755,946 12,500,000 May Department Stores Co., 7.60%, 6/1/25 14,548,888 11,490,000 May Department Stores Co., 8.75%, 5/15/29 15,205,935 24,905,000 May Department Stores Co., 7.875%, 3/1/30 30,246,350 7,725,000 May Department Stores Co., 7.875%, 8/15/36, Callable 2016 9,023,503 14,085,000 Nordstrom, Inc., 8.95%, 10/15/05 16,085,352 29,726,000 Raychem Corp., 8.20%, 10/15/08 32,401,340 11,515,000 Raytheon Co., 6.75%, 8/15/07 13,034,324 5,100,000 Raytheon Co., 6.15%, 11/1/08 5,766,708 10,050,000 Raytheon Co., 6.55%, 3/15/10 11,248,623 7,500,000 Raytheon Co., 7.20%, 8/15/27 8,734,530 9,377,000 Time Warner Entertainment, 8.375%, 3/15/23 11,818,546 35,665,000 Time Warner Entertainment, 8.375%, 7/15/33 46,134,068 14,500,000 Walt Disney Co., 7.55%, 7/15/93, Callable 2023 17,408,468 12,225,000 Wyeth, 5.25%, 3/15/13 12,918,243 75,000 Xerox Corp., 5.50%, 11/15/03 75,375 6,250,000 Xerox Corp., 7.15%, 8/1/04 6,343,750 41,500,000 Xerox Corp./(c, d)/, 9.75%, 1/15/09 46,687,500 43,825,000 Xerox Corp., 7.125%, 6/15/10 43,770,219 17,346,000 Xerox Corp., 7.20%, 4/1/16 16,652,160 36,366,000 Xerox Corp., 6.25%, 11/15/26, Putable 2003 and 2008 36,547,830 -------------- 910,382,911 See accompanying Notes to Financial Statements Dodge & Cox Income Fund / 6 Portfolio of Investments June 30, 2003 - -------------------------------------------------------------------------------- FIXED-INCOME SECURITIES (continued) - -------------------------------------------------------------------------------- PAR VALUE MARKET VALUE FINANCE: 12.4% $13,505,000 Bank One Capital III/(b)/, 8.75%, 9/1/30 $ 18,526,294 12,775,000 Bank One Corp., 7.625%, 8/1/05 14,314,490 7,175,000 BankAmerica Capital II/(b)/, 8.00%, 12/15/26, Callable 2006 8,396,185 20,000,000 Boston Properties, Inc., 6.25%, 1/15/13 21,901,160 23,240,000 Boston Properties, Inc./(c)/, 5.625%, 4/15/15 24,029,509 10,215,000 CIGNA Corp., 7.00%, 1/15/11 11,782,471 1,090,000 CIGNA Corp., 7.65%, 3/1/23 1,252,622 25,865,000 CIGNA Corp., 7.875%, 5/15/27 30,970,673 25,000,000 CIT Group, Inc., 7.375%, 4/2/07 28,544,250 15,210,000 CIT Group, Inc., 5.75%, 9/25/07 16,586,079 6,300,000 Citicorp Capital Trust I/(b)/, 7.933%, 2/15/27, Callable 2007 7,375,612 10,085,000 Citicorp Capital Trust II/(b)/, 8.015%, 2/15/27, Callable 2007 11,892,202 17,240,000 EOP Operating Limited Partnership/(e)/, 6.80%, 1/15/09 19,841,326 9,500,000 EOP Operating Limited Partnership/(e)/, 7.00%, 7/15/11 11,025,406 35,150,000 EOP Operating Limited Partnership/(e)/, 5.875%, 1/15/13 37,896,094 4,015,000 First Nationwide Bank, 10.00%, 10/1/06 4,865,558 15,175,000 Ford Motor Credit Co., 6.50%, 1/25/07 15,965,966 30,000,000 Ford Motor Credit Co., 5.80%, 1/12/09 29,815,710 73,685,000 Ford Motor Credit Co., 7.25%, 10/25/11 75,753,559 5,525,000 GMAC, 7.75%, 1/19/10 5,946,121 36,425,000 GMAC, 8.875%, 6/1/10, Putable 2005 41,284,860 42,400,000 GMAC, 6.875%, 9/15/11 42,541,489 15,075,000 Safeco Corp., 4.875%, 2/1/10 15,937,637 35,275,000 Safeco Corp., 7.25%, 9/1/12 42,406,264 13,750,000 St. Paul Companies, Inc., 7.875%, 4/15/05 15,130,142 20,545,000 UNUMProvident Corp., 7.625%, 3/1/11 21,983,150 24,390,000 UNUMProvident Corp., 7.375%, 6/15/32 24,146,100 ------------ 600,110,929 TRANSPORTATION: 1.5% $13,647,864 Burlington Northern Santa Fe Railway, 7.57%, 1/2/21 16,760,805 23,450,000 Consolidated Rail Corp., 9.75%, 6/15/20 32,329,366 6,632,245 Union Pacific Corp., 6.85%, 1/2/19 7,721,657 15,854,185 Union Pacific Corp., 6.70%, 2/23/19 17,850,386 -------------- 74,662,214 UTILITIES: 0.2% $17,980,000 PG&E National Energy Group, Inc./(f)/, 5/16/11 9,709,200 -------------- 1,594,865,254 -------------- Total Fixed-Income Securities (cost $4,166,087,608) 4,379,486,884 -------------- SHORT-TERM INVESTMENTS: 8.4% - -------------------------------------------------------------------------------- PAR VALUE MARKET VALUE 24,010,125 SSgA Prime Money Market Fund $ 24,010,125 183,853,000 State Street Repurchase Agreement, 0.90%, 7/1/03 (Collateralized by U.S. Treasury Securities, value $187,545,300) 183,853,000 50,000,000 U.S. Treasury Bills, 7/24/03 49,963,424 25,000,000 U.S. Treasury Bills, 8/21/03 24,969,541 50,000,000 U.S. Treasury Bills, 8/21/03 49,916,771 25,000,000 U.S. Treasury Bills, 10/23/03 24,929,542 50,000,000 U.S. Treasury Bills, 10/23/03 49,815,541 -------------- Total Short-Term Investments (cost $407,457,944) 407,457,944 -------------- TOTAL INVESTMENTS (cost $4,573,545,552) 98.6% 4,786,944,828 OTHER ASSETS LESS LIABILITIES 1.4 68,533,374 ----- -------------- TOTAL NET ASSETS 100.0% $4,855,478,202 ----- -------------- /(a)/ CMO: Collateralized Mortgage Obligation REMIC: Real Estate Mortgage Investment Conduit /(b)/ Cumulative Preferred Securities /(c)/ Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. As of June 30, 2003, these securities represented 1.5% of total net assets. /(d)/ Security is accruing at a rate higher than the coupon until it is registered. /(e)/ EOP Operating LP is the operating partnership of Equity Office Properties Trust. /(f)/ Non-income producing--security in default. Subsequent to June 30, 2003, Company filed for bankruptcy protection. /(g)/ Security is accruing at a rate higher than the coupon due to rating downgrade. 7 / Dodge & Cox Income Fund See accompanying Notes to Financial Statements Statement of Assets and Liabilities - ------------------------------------------------------------------------------- June 30, 2003 Assets: Investments, at market value (identified cost $4,573,545,552) $4,786,944,828 Receivable for paydowns on mortgage-backed securities 29,996 Receivable for Fund shares sold 33,332,072 Interest receivable 47,271,673 Prepaid expenses 9,092 -------------- 4,867,587,661 -------------- Liabilities: Payable for Fund shares redeemed 10,034,077 Management fees payable 1,579,287 Accounts payable 496,095 -------------- 12,109,459 -------------- Net Assets $4,855,478,202 -------------- Net Assets Consist of: Paid in capital $4,643,441,680 Accumulated undistributed net investment income 995,434 Accumulated undistributed net realized loss on investments (2,358,188) Net unrealized appreciation on investments 213,399,276 -------------- $4,855,478,202 -------------- Beneficial shares outstanding (par value $0.01 each, unlimited shares authorized) 373,556,506 Net asset value per share $ 13.00 Statement of Operations - ------------------------------------------------------------------------------- Six Months Ended June 30, 2003 Investment Income: Interest $113,141,341 ------------ Expenses: Management fees (Note 2) 8,253,772 Custodian and fund accounting fees 64,677 Transfer agent fees 502,114 Professional fees 31,068 Shareholder reports 79,143 Registration fees 198,446 Trustees' fees (Note 2) 11,250 Miscellaneous 16,212 ------------ 9,156,682 ------------ Net Investment Income 103,984,659 ------------ Realized and Unrealized Gain (Loss) on Investments: Net realized loss on investments (2,358,188) Net unrealized appreciation on investments 73,174,679 ------------ Net realized and unrealized gain on investments 70,816,491 ------------ Net Increase in Net Assets from Operations $174,801,150 ------------ Statement of Changes in Net Assets - ------------------------------------------------------------------------------- Six Months Ended Year Ended June 30, 2003 December 31, 2002 Operations: Net investment income $ 103,984,659 $ 132,199,849 Net realized gain (loss) (2,358,188) 14,419,864 Net unrealized appreciation 73,174,679 105,419,204 -------------- -------------- Net increase in net assets from operations 174,801,150 252,038,917 -------------- -------------- Distributions to Shareholders From: Net investment income (104,554,751) (131,199,485) Net realized gain (593,265) (14,116,782) -------------- -------------- Total distributions (105,148,016) (145,316,267) -------------- -------------- Beneficial Share Transactions: Amounts received from sale of shares 1,940,475,676 2,446,118,217 Net asset value of shares issued in reinvestment of distributions 91,330,969 127,404,686 Amounts paid for shares redeemed (650,583,915) (787,759,403) -------------- -------------- Net increase from beneficial share transactions 1,381,222,730 1,785,763,500 -------------- -------------- Total increase in net assets 1,450,875,864 1,892,486,150 Net Assets: Beginning of period 3,404,602,338 1,512,116,188 -------------- -------------- End of period (including undistributed net investment income of $995,434 and $1,565,526, respectively) $4,855,478,202 $3,404,602,338 -------------- -------------- Shares sold 150,097,128 195,529,467 Shares issued in reinvestment of distributions 7,104,720 10,145,746 Shares redeemed (50,268,305) (62,961,345) -------------- -------------- Net increase in shares outstanding 106,933,543 142,713,868 -------------- -------------- See accompanying Notes to Financial Statements Dodge & Cox Income Fund / 8 Notes to Financial Statements - -------------------------------------------------------------------------------- Note 1 Dodge & Cox Income Fund (the "Fund") is a separate series of Dodge & Cox Funds (the "Trust"). The Trust is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended, as a diversified, open-end management investment company. The Fund consistently follows accounting policies which are in conformity with accounting principles generally accepted in the United States of America. Significant accounting policies are as follows: (a) Security valuation: long-term debt securities are priced on the basis of valuations furnished by pricing services which utilize both dealer-supplied valuations and electronic data processing techniques; securities for which market quotations are not readily available are valued at fair value as determined in good faith by or at the direction of the Board of Trustees; short-term securities are valued at amortized cost which approximates current value; all securities held by the Fund are denominated in U.S. Dollars. (b) Security transactions are accounted for on the trade date in the financial statements. (c) Gains and losses on securities sold are determined on the basis of identified cost. (d) Interest income is recorded on the accrual basis. Premiums and discounts on debt securities purchased are amortized and accreted, respectively, to interest income over the lives of the respective securities. (e) Distributions to shareholders of income and capital gains are reflected in the net asset value per share computation on the ex-dividend date. (f) The Fund may enter into repurchase agreements which involve the purchase of securities from a counterparty with a simultaneous commitment to resell the securities at an agreed-upon date and price. In the event of default by the counterparty, the Fund has the contractual right to liquidate the securities and to apply the proceeds in satisfaction of the obligation. (g) No provision for federal income taxes has been included in the accompanying financial statements since the Fund intends to distribute all of its taxable income and otherwise continue to comply with requirements for regulated investment companies. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. Note 2 Under a written agreement, the Fund pays an annual management fee of 5/10 of 1% of the Fund's average daily net asset value up to $100 million and 4/10 of 1% of the Fund's average daily net asset value in excess of $100 million to Dodge & Cox, investment manager of the Fund. The agreement further provides that Dodge & Cox shall waive its fee to the extent that such fee plus all other ordinary operating expenses of the Fund exceed 1% of the average daily net asset value for the year. All officers and three of the trustees of the Trust are officers and employees of Dodge & Cox. Those trustees who are not affiliated with Dodge & Cox receive from the Trust an annual fee plus an attendance fee for each Board or Committee meeting attended. Payments to trustees are divided equally among each series of the Trust. The Trust does not pay any other remuneration to its officers or trustees. Note 3 The federal tax character of distributions paid in the six months ended June 30, 2003 include $104,554,751 of ordinary income ($0.31 per share) and $593,265 of long-term capital gain ($0.00 per share). At June 30, 2003, the tax basis components of accumulated undistributed income and net realized gain include $1,928,147 of ordinary income and no long-term capital gain, which differ in total from amounts reported in the financial statements due to temporary differences between financial statement and tax treatments for defaulted fixed-income securities. For federal tax purposes, net realized capital losses of $2,358,188 arising in the six months ended June 30, 2003 are available for offsetting capital gains realized in future periods, and will expire in 2011 if not utilized. For the six months ended June 30, 2003, purchases and sales of securities, other than short-term securities, aggregated $1,855,391,613 and $782,271,029, respectively, of which U.S. government obligations aggregated $1,348,603,708 and $524,289,619, respectively. At June 30, 2003, the cost of investments for federal income tax purposes was equal to the cost for financial reporting purposes. Net unrealized appreciation aggregated $213,399,276, of which $228,062,912 represented appreciated securities and $14,663,636 represented depreciated securities. The financial information has been taken from the records of the Fund and has not been audited by the Fund's independent accountants who do not express an opinion thereon. The financial statements of the Fund will be subject to audit by the Fund's independent accountants as of the close of the calendar year. 9 / Dodge & Cox Income Fund Financial Highlights - --------------------------------------------------------------------------------------------------------- SELECTED DATA AND RATIOS (for a share Six Months outstanding throughout each period) Ended June 30, Year Ended December 31, - --------------------------------------------------------------------------------------------------------- 2003 2002 2001 2000 1999 1998 Net asset value, beginning of period $12.77 $12.20 $11.80 $11.40 $12.25 $12.08 Income from investment operations: Net investment income 0.31 .66 .74 .77 .72 .72 Net realized and unrealized gain (loss) 0.23 .62 .46 .41 (.82) .23 ------------------------------------------------- Total from investment operations 0.54 1.28 1.20 1.18 (.10) .95 ------------------------------------------------- Distributions to shareholders from: Net investment income (.31) (.66) (.74) (.78) (.71) (.72) Net realized gain -- (.05) (.06) -- (.04) (.06) ------------------------------------------------- Total distributions (.31) (.71) (.80) (.78) (.75) (.78) ------------------------------------------------- Net asset value, end of period $13.00 $12.77 $12.20 $11.80 $11.40 $12.25 ------------------------------------------------- Total return 4.27% 10.75% 10.32% 10.70% (.81)% 8.08% Ratios/supplemental data: Net assets, end of year (millions) $4,855 $3,405 $1,512 $1,021 $974 $952 Ratio of expenses to average net assets .45%* .45% .45% .46% .46% .47% Ratio of net investment income to average net assets 5.07%* 5.67% 6.18% 6.67% 6.10% 6.00% Portfolio turnover rate 20% 31% 40% 34% 24% 35% - --------------------------------------------------------------------------------------------------------- *Annualized Dodge & Cox Income Fund / 10 Officers and Trustees - -------------------------------------------------------------------------------- Harry R. Hagey, Chairman & Trustee Chairman & CEO, Dodge & Cox John A. Gunn, President & Trustee President, Dodge & Cox Dana M. Emery, Vice President & Trustee Senior Vice President, Dodge & Cox William F. Ausfahl, Trustee Former CFO and member of Board of Directors, The Clorox Company L. Dale Crandall, Trustee Former President, Kaiser Foundation Health Plan and Hospitals Thomas A. Larsen, Trustee Director, Howard, Rice, Nemerovski, Canady, Falk & Rabkin Will C. Wood, Trustee Principal, Kentwood Associates, Financial Advisers A. Horton Shapiro, Executive Vice President Senior Vice President, Dodge & Cox Katherine Herrick Drake, Vice President Vice President, Dodge & Cox Kenneth E. Olivier, Vice President Executive Vice President, Dodge & Cox John M. Loll, Treasurer & Asst. Secretary Vice President & Treasurer, Dodge & Cox Thomas M. Mistele, Secretary & Asst. Treasurer Vice President, Secretary & General Counsel, Dodge & Cox D O D G E & C O X D O D G E & C O X ----------------- ----------------- International Stock Fund International Stock Fund Established 2001 www.dodgeandcox.com For Fund literature and account information, please visit the Funds' web site. or write or call: Dodge & Cox Funds c/o Boston Financial Data Services P.O. Box 8422 Boston, Massachusetts 02266-8422 (800) 621-3979 Investment Manager Dodge & Cox One Sansome Street 35th Floor San Francisco, California 94104-4443 (415) 981-1710 This report is submitted for the general information of the shareholders of the Fund. The report is not authorized for distribution to prospective investors in the Fund unless it is accompanied by a current prospectus. This report reflects our views, opinions and portfolio holdings as of June 30, 2003, the end of the reporting period. The information provided is not a complete analysis of every aspect of any industry, security or the Fund. The Fund's portfolio composition may Semi-Annual Report change depending on market and June 30, 2003 economic conditions. Although historical performance is no 2003 guarantee of future results, these insights may help you ------------------ understand our investment ------------------ management philosophy. ------------------ 6/03 ISF SAR Printed on recycled paper To Our Shareholders - -------------------------------------------------------------------------------- The Dodge & Cox International Stock Fund had a total return of 22.6%* for the second quarter of 2003, compared to a total return of 19.3% for the Morgan Stanley Capital International Europe, Australasia, Far East Index (MSCI EAFE). For the six months ended June 30, 2003, the Fund had a total return of 8.3% compared to the total return of 9.5% for the MSCI EAFE. The Fund had total assets of approximately $144 million at quarter-end and a cash position of 2%. Performance Review Rebounding from a very difficult first quarter, the International Stock Fund had the best three-month result in its short history, and outperformed the MSCI EAFE. Almost all of the world's equity markets were up more than 10% for the quarter. Relative to the MSCI EAFE the Fund benefited from its holdings in Latin America (12.5% of the portfolio) which were up 28% for the quarter. Standouts in Latin America during the quarter include Banco Latinoamericano (up 38%), Petroleo Brasileiros (up 29%) and Ultrapar (up 34%). The Fund's relative return was also helped by its investments in the energy sector (9.3% of the Fund); Norsk Hydro, for instance, returned over 33% in the quarter. Additional individual contributors to return included: Rolls-Royce (up 100%) and Reuters (up 78%). Only two stocks in the Fund were down during the quarter--Unilever (down 8%) and Sony (down 20%). The Fund's quarterly results over the last year have been up-and-down along with a volatile market. While we take note of short-term results, we are not distracted by them. We remain steadfast to our long-term investment approach and encourage our shareholders to do the same. The Fund's below market results in the first quarter and above market results in the second quarter were achieved with largely the same portfolio; it was the market that moved around the Fund quite dramatically. Our long-term investment horizon and the conviction we build through our own research enable us to persist with investments as prices decline, as they did in the third quarter of 2002 and the first quarter of this year. We believe that this persistence is a key component of strong long-term investment results. Strategy Our investment decision-making process is driven by our bottom-up, fundamental security analysis in relation to the valuation for each of the underlying companies in the Fund. That said, when we take a "top-down" view of the portfolio, a number of themes appear which help illustrate where we are finding investment value today. For instance, we have been able to find attractive opportunities for the International Stock Fund in the following three areas: .. European "industrial spending" companies (e.g., Imperial Chemical and CNH Global): Valuations are depressed because of concerns about the outlook for slow economic growth in Europe and/or key "end markets." Companies in the Fund from this area of the market are undergoing restructuring programs to cut costs, improve profits and strengthen balance sheets. .. Banks serving the developing world: Generally the Fund's holdings are focused on franchises where core lending activities drive earnings growth, rather than acquisitions and/or capital markets exposure. Companies trade at low valuations due to investors' concerns about these companies' exposure to the developing world, which we believe may actually prove to be a long-term opportunity. Holdings include both banks located in the developing world (e.g., the Brazil-based Uniao de Bancos), and banks based in the developed world with exposure to the developing world (e.g., the Spain-based Banco Santander Central Hispano). .. Japanese companies with a competitive advantage: These companies are inexpensive global leaders being run, in our opinion, for the benefit of the long-term shareholder. The Fund's holdings are primarily in the auto and consumer electronic industries (e.g., Honda Motor and Sony). Conversely, we have not been able to find many opportunities in the largest companies in Europe. The 20 largest European companies make up 28% of the MSCI EAFE. They are generally at more expensive valuations than peers and perceived to be "stable growth" companies. Because of valuation concerns we have found investment opportunity in only two of these 20 companies--Total and Unilever, which together total 3% of the Fund. Outlook We are optimistic about the long-term prospects for global economic growth. Free market economic systems are spreading, and technological development further accelerates long-term growth prospects. We are actively researching companies with exposure to global economic growth, especially those companies that serve the developing world, where we believe the potential exists for above-average growth. A long-term opportunity exists, in our view, as selected emerging economies become a bigger piece of the global economic pie. In addition to capitalizing on their 1 / Dodge & Cox International Stock Fund - -------------------------------------------------------------------------------- comparative economic advantage (e.g., low-cost manufacturing in China), many economies are benefiting from the development of internal demand (e.g., South Korea). About 15% of the portfolio is comprised of investments in companies located directly in developing countries. Kookmin Bank, the largest bank in South Korea and one of the top credit card issuers, is an example. Another 11% of the portfolio is comprised of investments in a number of companies that are regionally well positioned to serve growing economies. Suzuki, a Japanese car and motorcycle manufacturer, has sizable market share in India, for example. Roughly a third of the portfolio is invested in companies with significant global reach. BASF, a German-based chemical company, and Unilever, a Dutch food company, each have significant manufacturing operations around the world, and derive sizable amounts of revenues and earnings from the developing world. In Closing Though we have discussed "top-down" macroeconomic dynamics more than usual in this quarter's letter, we firmly believe that the path to favorable long-term performance is forged one individual investment at a time. We continue to spend the hours in our day reading financial reports, talking with company management about their business, as well as talking with competitors, key customers and suppliers to construct our view of the risks and rewards facing each individual company. Thank you for the continued confidence you have placed in our firm as a shareholder of the International Stock Fund. As always, we welcome your comments and questions. For the Board of Trustees, /s/ Harry R. Hagey /s/ John A. Gunn - ------------------------ ----------------------- Harry R. Hagey, Chairman John A. Gunn, President July 31, 2003 Investment Performance Since Inception - -------------------------------------------------------------------------------- through June 30, 2003 (in thousands) [PERFORMANCE GRAPH APPEARS HERE] Dodge & Cox International Stock Fund MSCI EAFE ------------- --------- 5/1/2001 $10,000 $10,000 6/30/2002 $ 9,503 $ 8,350 6/30/2003 $ 8,743 $ 7,813 - - Dodge & Cox International Stock Fund $8,743 - - MSCI EAFE $7,813 Average annual total return for periods ended June 30, 2003 Since Inception 1 Year (5/1/01) - ------------------------------------------------------------------------------ Dodge & Cox International Stock Fund* -8.01% -6.02% MSCI EAFE -6.45 -10.66 - ------------------------------------------------------------------------------ For updated performance figures see "Prices and Performance" at www.dodgeandcox.com, or call Dodge & Cox Funds at 1-800-621-3979. * Expense reimbursements have been in effect for the International Stock Fund since its inception. Without the expense reimbursements, returns for the Fund would have been lower. The Morgan Stanley Capital International Europe, Australasia, Far East Index (MSCI EAFE) is a widely recognized benchmark of the world's stock markets, excluding the United States. The Fund's total returns include the reinvestment of dividend and capital gain distributions, but have not been adjusted for any income taxes payable on these distributions. Index returns include dividends and, unlike Fund returns, do not reflect fees or expenses. Past performance does not guarantee future results. Investment return and share price will fluctuate with market conditions, and investors may have a gain or loss when shares are sold. Morgan Stanley(R), Morgan Stanley Capital International, and EAFE(R) are trademarks of Morgan Stanley. Risks of International Investing: Foreign investing, especially in developing countries, has special risks such as currency and market volatility and political and social instability. These and other risk considerations are discussed in the Fund's prospectus. Dodge & Cox International Stock Fund / 2 Fund Information June 30, 2003 - ------------------------------------------------------------------------------- General Information - ------------------------------------------------------------------------------- Net Asset Value Per Share $17.12 Total Net Assets (millions) $144 30-Day SEC Yield/1/ 1.49% 2002 Expense Ratio/2/ 0.90% 2002 Turnover Ratio 12% Fund Inception Date May 1, 2001 Investment Manager: Dodge & Cox, San Francisco. Managed by the International Investment Policy Committee, whose six members' average tenure at Dodge & Cox is 16 years. MSCI Stock Characteristics Fund EAFE - ------------------------------------------------------------------------------- Number of Stocks 50 1007 Median Market Capitalization (billions) $5 $2 Weighted Average Market Cap. (billions) $14 $36 Price-to-Earnings Ratio/3/ 12x 16x Price-to-Book Value 1.0x 1.8x Ten Largest Holdings - ------------------------------------------------------------------------------- Banco Latinoamericano de Exportaciones ADR (Panama) 5.3% Sony ADR (Japan) 3.7 Akzo Nobel N.V. (Netherlands) 3.6 Matsushita Electric Industrial ADR (Japan) 3.6 Banco Santander Central Hispano (Spain) 3.5 News Corp. Ltd. Pref. (Australia) 3.3 Honda Motor ADR (Japan) 3.0 Uniao de Bancos Brasileiros GDR (Brazil) 2.7 Euler & Hermes (France) 2.6 Norsk Hydro A.S.A. ADR (Norway) 2.6 Asset Allocation - ------------------------------------------------------------------------------- [PIE CHART APPEARS HERE] Stocks: 97.8% Cash Equivalents: 2.2% MSCI Region Diversification Fund EAFE - ------------------------------------------------------------------------------- Europe (excluding United Kingdom) 37.1% 44.7% Japan 21.6 20.4 United Kingdom 14.0 27.2 Latin America 12.5 0.0 Pacific (excluding Japan) 11.3 7.7 Canada 1.3 0.0 MSCI Sector Diversification Fund EAFE - ------------------------------------------------------------------------------- Consumer Discretionary 28.2% 12.6% Financials 24.4 25.7 Materials 16.1 6.2 Energy 9.3 9.0 Industrials 9.1 8.4 Utilities 3.5 4.9 Information Technology 3.1 6.6 Consumer Staples 2.9 9.0 Telecommunication Services 1.2 7.9 Health Care 0.0 9.7 /1/ SEC Yield is an annualization of the Fund's total net investment income per share for the 30-day period ended on the last day of the month. /2/ For the fiscal years ending December 31, 2001 through 2005, Dodge & Cox has contractually agreed to reimburse the Fund for all ordinary expenses to the extent necessary to maintain total Fund operating expenses at 0.90%. The agreement is renewable annually thereafter and is subject to 30 days prior written notice for termination by either party. Without reimbursement, the expense ratio for the year ended December 31, 2002 would have been 1.03%. /3/ Price-to-earnings ratio is calculated using fiscal year-end earnings and excludes extraordinary items. 3 / Dodge & Cox International Stock Fund Portfolio of Investments June 30, 2003 - ------------------------------------------------------------------------------- COMMON STOCKS: 87.3% - ------------------------------------------------------------------------------- SHARES MARKET VALUE CONSUMER DISCRETIONARY: 24.9% CONSUMER DURABLES & APPAREL: 10.7% 192,500 Sony Corp. ADR/(b)/ (Japan) $ 5,390,000 516,000 Matsushita Electric Industrial Co., Ltd. ADR/(b)/ (Japan) 5,185,800 135,700 Electrolux A.B. (Sweden) 2,681,684 263,000 Makita Corp. (Japan) 2,139,460 ----------- 15,396,944 AUTOMOBILES & COMPONENTS: 6.4% 228,900 Honda Motor Co. Ltd. ADR/(b)/ (Japan) 4,360,545 365,700 Fiat SPA ADR/(a, b)/ (Italy) 2,625,726 173,000 Suzuki Motor Corp. (Japan) 2,254,608 ----------- 9,240,879 HOTELS, RESTAURANTS & LEISURE: 3.5% 410,677 InterContinental Hotels Group PLC (United Kingdom) 2,918,876 152,500 H.I.S. Co., Ltd. (Japan) 2,110,863 ----------- 5,029,739 MEDIA: 2.6% 125,600 Reuters Group PLC ADR/(b)/ (United Kingdom) 2,208,048 2,300 Sky Perfect Communications, Inc./(a)/ (Japan) 1,575,487 ----------- 3,783,535 RETAILING: 1.7% 79,000 Fast Retailing Co., Ltd. (Japan) 2,445,371 ----------- 35,896,468 FINANCIALS: 21.7% BANKS: 17.5% 966,422 Banco Latinoamericano de Exportaciones ADR/(a, b)/ (Panama) 7,702,383 569,200 Banco Santander Central Hispano (Spain) 4,995,533 625,200 Mitsubishi Tokyo Financial Group, Inc. ADR/(b)/ (Japan) 2,863,416 92,900 Kookmin Bank ADR/(b)/ (South Korea) 2,810,225 133,900 Danske Bank (Denmark) 2,611,510 417,000 DBS Group Holdings Ltd. (Singapore) 2,439,358 145,000 Standard Chartered PLC (United Kingdom) 1,763,976 ----------- 25,186,401 DIVERSIFIED FINANCIALS: 2.6% 123,230 Euler & Hermes (France) 3,756,252 INSURANCE: 1.6% 1,500,000 Promina Group (Australia) 2,376,933 ----------- 31,319,586 MATERIALS: 16.1% CHEMICALS: 13.2% 196,100 Akzo Nobel N.V. (Netherlands) 5,206,019 73,900 BASF A.G. (Germany) 3,162,130 1,428,000 Imperial Chemical Industries PLC (United Kingdom) 2,897,320 347,200 Kemira OYJ (Finland) 2,743,651 SHARES MARKET VALUE 96,200 NOVA Chemicals Corp. (Canada) $ 1,824,305 175,500 Syngenta A.G. ADR/(b)/ (Switzerland) 1,779,570 3,600 Givaudan (Switzerland) 1,518,201 ------------ 19,131,196 METALS AND MINING: 2.9% 380,078 BHP Billiton Ltd. (Australia) 2,204,958 104,400 Rio Tinto PLC (United Kingdom) 1,967,216 ------------ 4,172,174 ------------ 23,303,370 INDUSTRIALS: 9.1% CAPITAL GOODS: 6.0% 20,417 Sulzer A.G. (Switzerland) 2,858,773 1,980,200 Kidde PLC (United Kingdom) 2,782,113 407,200 Hagemeyer N.V. (Netherlands) 1,569,079 152,020 CNH Global N.V./(b)/ (Netherlands) 1,450,271 ------------ 8,660,236 AEROSPACE & DEFENSE: 2.6% 1,746,400 Rolls-Royce Group PLC (United Kingdom) 3,702,097 TRANSPORTATION: 0.5% 110,000 Stolt-Nielsen S.A. (Norway) 716,697 ------------ 13,079,030 ENERGY: 7.0% 75,400 Norsk Hydro A.S.A. ADR/(b)/ (Norway) 3,705,910 139,376 Compagnie Generale de Geophysique/(a)/ (France) 3,180,695 12,000 Total (France) 1,816,475 897,600 Stolt Offshore S.A. ADR/(a, b)/ (Norway) 1,400,256 ------------ 10,103,336 INFORMATION TECHNOLOGY: 3.1% TECHNOLOGY HARDWARE & EQUIPMENT: 3.1% 306,971 Oce N.V. (Netherlands) 3,174,310 45,000 Seiko Epson Corp. (Japan) 1,340,370 ------------ 4,514,680 CONSUMER STAPLES: 2.9% FOOD, BEVERAGE AND TOBACCO: 2.9% 48,300 Unilever N.V. ADR/(b)/ (Netherlands) 2,608,200 237,000 Kikkoman Corp. (Japan) 1,568,070 ------------ 4,176,270 UTILITIES: 1.3% 80,700 Scottish Power PLC ADR/(b)/ (United Kingdom) 1,961,817 TELECOMMUNICATION SERVICES: 1.2% 85,000 KT Corp. ADR/(b)/ (South Korea) 1,675,350 ------------ Total Common Stocks (cost $133,336,219) 126,029,907 ------------ See accompanying Notes to Financial Statements Dodge & Cox International Stock Fund / 4 Portfolio of Investments June 30, 2003 - ------------------------------------------------------------------------------- PREFERRED STOCKS: 10.5% - ------------------------------------------------------------------------------- SHARES MARKET VALUE CONSUMER DISCRETIONARY: 3.3% MEDIA: 3.3% 768,238 News Corp. Ltd., Preferred Limited Voting Ordinary Shares (Australia) $ 4,740,510 FINANCIALS: 2.7% BANKS: 2.7% 228,400 Uniao de Bancos Brasileiros Sponsored GDR/(b)/ (Brazil) 3,919,344 ENERGY: 2.3% 183,700 Petroleo Brasileiro S.A. ADR/(b)/ (Brazil) 3,262,512 UTILITIES: 2.2% 342,000 Ultrapar Participacoes S.A. ADR/(b)/ (Brazil) 3,153,240 ------------ Total Preferred Stocks (cost $13,175,321) 15,075,606 ------------ SHORT-TERM INVESTMENTS: 3.7% - ------------------------------------------------------------------------------- PAR VALUE $ 729,397 SSgA Prime Money Market Fund 729,397 4,596,000 State Street Repurchase Agreement, 0.90%, 7/1/03 (Collateralized by U.S. Treasury Securities, value $4,690,345) 4,596,000 ------------ Total Short-Term Investments (cost $5,325,397) 5,325,397 ------------ TOTAL INVESTMENTS (cost $151,836,937) 101.5% 146,430,910 OTHER ASSETS LESS LIABILITIES (1.5) (2,097,954) ----- ------------ TOTAL NET ASSETS 100.0% $144,332,956 ----- ------------ /(a)/ Non-income producing /(b)/ Securities denominated in U.S. Dollars See accompanying Notes to Financial Statements 5 / Dodge & Cox International Stock Fund Statement of Assets and Liabilities - ------------------------------------------------------------------------------- June 30, 2003 Assets: Investments, at market value (identified cost $151,836,937) $146,430,910 Cash denominated in foreign currency (identified cost $36,787) 36,738 Receivable for investments sold 430,315 Receivable for Fund shares sold 127,673 Dividends and interest receivable 249,997 Prepaid expenses 1,932 ------------ 147,277,565 ------------ Liabilities: Payable for investments purchased 1,988,542 Payable for Fund shares redeemed 662,614 Management fees payable 178,664 Accounts payable 114,789 ------------ 2,944,609 ------------ Net Assets $144,332,956 ------------ Net Assets Consist of: Paid in capital $152,377,609 Accumulated undistributed net investment income 2,389,641 Accumulated undistributed net realized loss on investments and foreign currency transactions (5,028,218) Net unrealized depreciation on investments and foreign currency (5,406,076) ------------ $144,332,956 ------------ Beneficial shares outstanding (par value $0.01 each, unlimited shares authorized) 8,430,652 Net asset value per share $ 17.12 Statement of Operations - ------------------------------------------------------------------------------- Six Months Ended June 30, 2003 Investment Income: Dividends (net of foreign taxes of $302,895) $ 2,911,788 Interest 26,966 ----------- 2,938,754 ----------- Expenses: Management fees (Note 2) 372,221 Custodian and fund accounting fees 37,913 Transfer agent fees 59,113 Professional fees 30,473 Shareholder reports 30,093 Registration fees 62,053 Trustees' fees (Note 2) 11,250 Miscellaneous 968 ----------- Total expenses 604,084 ----------- Expenses reimbursed by investment manager (Note 2) (45,752) ----------- Net expenses 558,332 ----------- Net Investment Income 2,380,422 ----------- Realized and Unrealized Gain (Loss) on Investments: Net realized gain (loss) from: Investments (3,637,818) Foreign currency transactions 12,043 Net unrealized appreciation on investments and foreign currency 12,395,484 ----------- Net realized and unrealized gain on investments and foreign currency 8,769,709 ----------- Net Increase in Net Assets from Operations $11,150,131 ----------- Statement of Changes in Net Assets - ------------------------------------------------------------------------------- Six Months Ended Year Ended June 30, 2003 December 31, 2002 Operations: Net investment income $ 2,380,422 $ 1,034,768 Net realized loss (3,625,775) (1,069,095) Net unrealized appreciation (depreciation) 12,395,484 (16,951,890) ------------------------------- Net increase (decrease) in net assets from operations 11,150,131 (16,986,217) ------------------------------- Distributions to Shareholders From: Net investment income -- (1,025,549) Net realized gain -- (376,593) ------------------------------- Total distributions -- (1,402,142) ------------------------------- Beneficial Share Transactions: Amounts received from sale of shares 50,534,010 174,721,935 Net asset value of shares issued in reinvestment of distributions -- 1,238,324 Amounts paid for shares redeemed (34,290,281) (65,837,104) ------------------------------- Net increase from beneficial share transactions 16,243,729 110,123,155 ------------------------------- Total increase in net assets 27,393,860 91,734,796 Net Assets: Beginning of period 116,939,096 25,204,300 ------------------------------- End of period (including undistributed net investment income of $2,389,641 and $9,219, respectively) $144,332,956 $116,939,096 ------------------------------- Shares sold 3,214,737 9,847,266 Shares issued in reinvestment of distributions -- 79,075 Shares redeemed (2,182,311) (3,896,407) ------------------------------- Net increase in shares outstanding 1,032,426 6,029,934 ------------------------------- See accompanying Notes to Financial Statements Dodge & Cox International Stock Fund / 6 Notes to Financial Statements - ------------------------------------------------------------------- Note 1 Dodge & Cox International Stock Fund (the "Fund") is a separate series of Dodge & Cox Funds (the "Trust"). The Trust is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended, as a diversified, open-end management investment company. The Fund's predecessor, Dodge & Cox International Equity Fund, L.L.C. (the "LLC"), was organized on October 25, 1999 as a private investment company that converted into, and had the same investment manager as, the Fund. The Fund was capitalized on April 30, 2001 upon the transfer of assets from the LLC and commenced operations on May 1, 2001. The Fund consistently follows accounting policies which are in conformity with accounting principles generally accepted in the United States of America. Significant accounting policies are as follows: (a) Security valuation: listed portfolio securities are valued at the last reported sales price on the date of determination on the principal exchange on which such securities are traded or, if not available, at the mean between the exchange listed bid and ask price; securities for which market quotations are not readily available are valued at fair value as determined in good faith by or at the direction of the Board of Trustees; foreign securities are converted to U.S. dollars using prevailing exchange rates; short-term securities are valued at amortized cost which approximates current value. (b) Security transactions are accounted for on the trade date in the financial statements. (c) Gains and losses on securities sold are determined on the basis of identified cost. (d) Dividend and interest income are recorded on the accrual basis; certain dividends from foreign securities may be recorded as soon as the Fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date. (e) Distributions to shareholders of income and capital gains are reflected in the net asset value computation on the ex-dividend date. (f) Foreign currency translation: investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the prevailing rates of exchange at period end; purchases and sales of securities and income receipts are translated into U.S. dollars at the prevailing exchange rate on the respective dates of the transactions. Net realized gains and losses on foreign currency transactions represent net gains and losses from sales and maturities of foreign currency contracts, disposition of foreign currencies, the difference between the amount of net investment income accrued and the U.S. dollar amount actually received, and gains and losses between trade and settlement date on purchases and sales of securities. The effects of changes in foreign currency exchange rates on investments in securities are included with the net realized and unrealized gain or loss on investment securities. (g) The Fund may enter into forward foreign currency exchange contracts in order to reduce the exposure to changes in foreign currency exchange rates on the foreign portfolio holdings and to lock in the U.S. dollar cost of firm purchase and sale commitments for securities denominated in or exposed to foreign currencies. (h) The Fund may enter into repurchase agreements which involve the purchase of securities from a counterparty with a simultaneous commitment to resell the securities at an agreed-upon date and price. In the event of default by the counterparty, the Fund has the contractual right to liquidate the securities and to apply the proceeds in satisfaction of the obligation. (i) No provision for federal income taxes has been included in the accompanying financial statements since the Fund intends to distribute all of its taxable income and otherwise continue to comply with requirements for regulated investment companies. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. Foreign investing, especially in developing countries, has special risks such as currency and market volatility and political and social instability. These and other risk considerations are discussed in the Fund's Prospectus. 7 / Dodge & Cox International Stock Fund Notes to Financial Statements (continued) - ------------------------------------------------------------------- Note 2 Under a written agreement, the Fund pays an annual management fee of 6/10 of 1% of the Fund's average daily net asset value to Dodge & Cox, investment manager of the Fund. For the fiscal years ending December 31, 2001 through 2005, Dodge & Cox has contractually agreed to reimburse the Fund for all ordinary expenses to the extent necessary to maintain the ratio of expenses to average net assets at 9/10 of 1%. The agreement is renewable annually thereafter and is subject to 30 days written notice for termination by either party. All officers and three of the trustees of the Trust are officers and employees of Dodge & Cox. Those trustees who are not affiliated with Dodge & Cox receive from the Trust an annual fee plus an attendance fee for each Board or Committee meeting attended. Payments to trustees are divided equally among each series of the Trust. The Trust does not pay any other remuneration to its officers or trustees. At June 30, 2003, 11% of the Fund's outstanding shares were beneficially owned by employees of Dodge & Cox who are officers or trustees of the Trust. At June 30, 2003, 1% of the Fund's outstanding shares were beneficially owned by employees of Dodge & Cox who are not officers or trustees of the Trust. Note 3 At June 30, 2003, the tax basis components of accumulated undistributed income and net realized gain include $2,401,684 of ordinary income and no long-term capital gain. For federal tax purposes, net realized capital losses of $5,040,261 arising in the six months ended June 30, 2003 are available for offsetting capital gains realized in future periods, and will expire in 2011 if not utilized. For the six months ended June 30, 2003, purchases and sales of securities, other than short-term securities, aggregated $29,405,744 and $9,708,522, respectively. At June 30, 2003, the cost of investments for federal income tax purposes was equal to the cost for financial reporting purposes. Net unrealized depreciation aggregated $5,406,076, of which $11,647,884 represented appreciated securities and $17,053,960 represented depreciated securities. The financial information has been taken from the records of the Fund and has not been audited by the Fund's independent accountants who do not express an opinion thereon. The financial statements of the Fund will be subject to audit by the Fund's independent accountants as of the close of the calendar year. Dodge & Cox International Stock Fund / 8 Financial Highlights - ---------------------------------------------------------------------------------------------------------- SELECTED DATA AND RATIOS (for a share Six Months Year Ended May 1, 2001 through outstanding throughout each period) Ended June 30, December 31, December 31, - ---------------------------------------------------------------------------------------------------------- 2003 2002 2001 Net asset value, beginning of period $15.81 $ 18.42 $20.00 Income from investment operations: Net investment income 0.28 0.13 0.14 Net realized and unrealized gain (loss) 1.03 (2.55) (1.56) ------------------------------------------- Total from investment operations 1.31 (2.42) (1.42) ------------------------------------------- Distributions to shareholders from: Net investment income -- (0.13) (0.14) Net realized gain -- (0.06) (0.02) ------------------------------------------- Total distributions -- (0.19) (0.16) ------------------------------------------- Net asset value, end of period $17.12 $ 15.81 $18.42 ------------------------------------------- Total return 8.29% (13.11)% (7.09)% Ratios/supplemental data: Net assets, end of period (millions) $144 $117 $25 Ratio of expenses to average net assets 0.90%* 0.90% 0.90%* Ratio of expenses to average net assets, excluding reimbursement by investment manager 0.97%* 1.03% 2.47%* Ratio of net investment income to average net assets 3.84%* 1.30% 1.74%* Portfolio turnover rate 8% 12% 23% - ----------------------------------------------------------------------------------------------------------- *Annualized 9 / Dodge & Cox International Stock Fund THIS PAGE INTENTIONALLY LEFT BLANK Dodge & Cox International Stock Fund / 10 Officers and Trustees - ---------------------------------------------------------------------- Harry R. Hagey, Chairman & Trustee Chairman & CEO, Dodge & Cox John A. Gunn, President & Trustee President, Dodge & Cox Dana M. Emery, Vice President & Trustee Senior Vice President, Dodge & Cox William F. Ausfahl, Trustee Former CFO and member of Board of Directors, The Clorox Company L. Dale Crandall, Trustee Former President, Kaiser Foundation Health Plan and Hospitals Thomas A. Larsen, Trustee Director, Howard, Rice, Nemerovski, Canady, Falk & Rabkin Will C. Wood, Trustee Principal, Kentwood Associates, Financial Advisers A. Horton Shapiro, Executive Vice President Senior Vice President, Dodge & Cox Katherine Herrick Drake, Vice President Vice President, Dodge & Cox Kenneth E. Olivier, Vice President Executive Vice President, Dodge & Cox John M. Loll, Treasurer & Asst. Secretary Vice President & Treasurer, Dodge & Cox Thomas M. Mistele, Secretary & Asst. Treasurer Vice President, Secretary & General Counsel, Dodge & Cox ITEM 2. CODE OF ETHICS. Not required at this time. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. Not required at this time. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Not required at this time. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not required at this time. ITEM 6. [RESERVED] ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 8. [RESERVED] ITEM 9. CONTROLS AND PROCEDURES. (a)The registrant's principal executive and principal financial officers have evaluated the registrant's disclosure controls and procedures as of a date within 90 days of this filing and have concluded that the registrant's disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized, and reported timely, based on their evaluation of these controls and procedures. (b)The registrant's principal executive officer and principal financial officer are aware of no changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 10. EXHIBITS. (a)(1) Not required at this time. (a)(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. (b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: August 26, 2003 Dodge & Cox Funds By /s/ Harry R. Hagey ------------------------------------------- Harry R. Hagey Chairman - Principal Executive Officer 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. DATE: August 26, 2003 Dodge & Cox Funds By /s/ John M. Loll ------------------------------------------- John M. Loll Treasurer - Principal Financial Officer