THE OAKMARK FUND

Report from Bill Nygren and Kevin Grant,
Portfolio Managers

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THE VALUE OF A $10,000 INVESTMENT IN THE OAKMARK FUND FROM ITS INCEPTION (8/5/91) TO PRESENT (12/31/01) AS COMPARED TO THE STANDARD & POOR’ S 500 INDEX5

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Average Annual Total Returns1
(as of 12/31/01)

Total Return
Last 3 Months*
1-year 5-year 10-year Since
Inception
(8/5/91)

The Oakmark Fund 10.82% 18.29% 10.24% 17.69% 19.95%
S&P 500 10.69% -11.89% 10.69% 12.93% 13.34%
Dow Jones Average6 13.80% -5.48% 11.07% 14.68% 14.72%
Lipper Large Cap Value Index7 8.72% -8.58% 9.42% 12.04% 12.57%

Past performance is no guarantee of future results. Investment return and principal value vary, and you may have a gain or loss when you sell shares. Average annual total return measures annualized change, while total return measures aggregate change.
* Not annualized

The Oakmark Fund increased in value by 11% last quarter bringing the calendar year increase to 18%. Most stocks increased during the quarter, but the biggest gainers were in the technology sector. We judge that sector to be significantly overvalued and therefore have almost none of the portfolio invested in it. The four new stocks added to the portfolio last quarter continue the theme of large, growing, high-quality, non-technology companies. In addition to the two described below, explanations of General Mills and Illinois Tool Works are available on our website (www.oakmark.com).

McDonalds (MCD—$26)

McDonalds is the largest fast food chain in the world. Mad cow disease and currency translation costs combined to give McDonalds a very unusual down earnings year. The stock has fallen almost 50% from its 1999 high of $50 and now sells at just seventeen times projected earnings. We expect declining concern about mad cow, decreasing currency losses and capital deployment shifting from building new restaurants to repurchasing more shares. These changes should lead to a resumption of strong earnings-per-share growth.

Merck (MRK—$59)

Merck is one of the largest pharmaceutical companies in the world. Merck stock has been weak this year as upcoming patent expirations led management to project flat earnings for 2002. Merck has fallen from $97 last year to $59, and now trades at a discount to the market P/E4 (nineteen times on 2002 projections) for the first time since Hillary Clinton tried to reform the healthcare system. We believe Merck is well managed, has a great R&D pipeline and will resume double-digit annual earnings growth in 2003.

Most of our investments are in above average businesses currently selling at below average prices. Therefore, our outlook remains very positive. Thank you for your support.

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William C. Nygren, CFA
Portfolio Manager
bnygren@oakmark.com

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Kevin Grant, CFA
Portfolio Manager
kgrant@oakmark.com

January 7, 2002

THE OAKMARK FUND

Schedule of Investments—December 31, 2001

Name Shares Held Market Value

Common Stocks—90.2%
Food & Beverage—5.4%
H.J. Heinz Company 1,910,000 $78,539,200
Kraft Foods Inc. 1,945,000 66,188,350
General Mills, Inc. 1,005,000 52,270,050

196,997,600
Retail—14.5%
The Kroger Co. (a) 4,210,000 $87,862,700
J.C. Penney Company, Inc. 2,886,700 77,652,230
The Gap, Inc. 4,755,000 66,284,700
Toys 'R' Us, Inc. (a) 3,125,000 64,812,500
CVS Corporation 2,105,000 62,308,000
Tricon Global Restaurants, Inc. (a) 1,200,000 59,040,000
McDonald's Corporation 2,200,000 58,234,000
Safeway Inc. (a) 1,227,000 51,227,250

527,421,380
Household Products—3.3%
Newell Rubbermaid Inc. 2,275,000 $62,721,750
The Clorox Company 1,440,200 56,959,910

119,681,660
Office Equipment—1.9%
Xerox Corporation 6,663,500 $69,433,670
Hardware—1.8%
The Black & Decker Corporation 1,722,200 $64,978,606
Other Consumer Goods & Services—7.6%
H&R Block, Inc. 2,053,300 $91,782,510
Fortune Brands, Inc. 1,745,600 69,108,304
Mattel, Inc. 3,930,000 67,596,000
Cendant Corporation (a) 2,395,100 46,967,911

275,454,725
Bank & Thrifts—6.0%
Washington Mutual, Inc. 4,137,300 $135,289,710
U.S. Bancorp 4,000,000 83,720,000

219,009,710
Insurance—1.9%
MGIC Investment Corporation 1,137,900 $70,231,188
Other Financial—2.2%
Fannie Mae 870,000 $69,165,000
American Express Company 300,000 10,707,000

79,872,000
Hotels & Motels—1.0%
Starwood Hotels & Resorts Worldwide, Inc. 1,235,000 $36,864,750
Marketing Services—1.8%
The Interpublic Group of Companies, Inc. 2,200,000 $64,988,000
Computer Services—5.6%
Electronic Data Systems Corporation 1,114,500 $76,398,975
SunGard Data Systems Inc. (a) 2,231,600 64,560,188
First Data Corporation 790,000 61,975,500

202,934,663
Telecommunications—4.6%
AT&T Corp. 5,735,000 $104,032,900
Sprint Corporation 3,206,000 64,376,480

168,409,380
Telecommunications Equipment—3.7%
General Motors Corporation, Class H (Hughes
Electronics Corporation) (a) 4,600,000 $71,070,000
Motorola, Inc. 4,200,000 63,084,000

134,154,000
TV Programming—2.0%
Liberty Media Corporation, Class A (a) 5,100,000 $71,400,000
Publishing—3.4%
Knight-Ridder, Inc. 966,000 $62,722,380
Gannett Co., Inc. 909,500 61,145,685

123,868,065
Pharmaceuticals—3.4%
Merck & Co., Inc. 1,300,000 $76,440,000
Chiron Corporation (a) 1,079,000 47,303,360

123,743,360
Medical Products—1.8%
Guidant Corporation (a) 1,280,500 $63,768,900
Automobiles—1.5%
Ford Motor Company 3,575,000 $56,199,000
Aerospace & Defense—2.6%
Honeywell International Inc. 1,550,000 $52,421,000
Rockwell Collins 2,156,100 42,043,950

94,464,950
Waste Disposal—1.7%
Waste Management, Inc. 1,985,300 $63,350,923
Building Materials & Construction—1.8%
Masco Corporation 2,633,000 $64,508,500
Utilities—2.3%
TXU Corp. 1,765,000 $83,219,750
Oil & Natural Gas—5.5%
Conoco Inc. 2,550,000 $72,165,000
Phillips Petroleum Company 1,192,700 71,872,102
Burlington Resources Inc. 1,550,500 58,205,770

202,242,872
Other Industrial Goods & Services—0.7%
Illinois Tool Works Inc. 400,000 $27,088,000
Recreation & Entertainment—2.2%
Carnival Corporation 1,500,000 $42,120,000
Brunswick Corporation 1,826,700 39,748,992

81,868,992
Total Common Stocks (Cost: $2,805,314,700) 3,286,154,644
Par Value

Short Term Investments—10.1%
U.S. Government Bills—1.6%
United States Treasury Bills, 1.86% - 3.46%
due 1/31/2002 - 3/21/2002 $60,000,000 $59,824,707
Total U.S. Government Bills (Cost: $59,811,561) 59,824,707
Commercial Paper—5.8%
Citicorp, 1.78% - 1.92% due 1/4/2002 - 1/14/2002 $80,000,000 $80,000,000
American Express Credit Corporation, 1.76% - 1.85%
due 1/3/2002 - 1/17/2002 40,000,000 40,000,000
General Electric Capital Corporation, 1.75% - 1.87%
due 1/2/2002 - 1/11/2002 90,000,000 90,000,000

Total Commercial Paper (Cost: $210,000,000) 210,000,000
Repurchase Agreements—2.7%
State Street Repurchase Agreement, 1.57% due 1/2/2002 $98,061,000 98,061,000
Total Repurchase Agreements (Cost: $98,061,000) 98,061,000
Total Short Term Investments (Cost: $367,872,561) 367,885,707
Total Investments (Cost $3,173,187,261)—100.3% $3,654,040,351
Other Liabilities In Excess Of Other Assets—(0.3)% (9,717,040)

Total Net Assets—100% $3,644,323,311


(a) Non-income producing security.