THE OAKMARK FUND

Report from Bill Nygren and Kevin Grant,
Portfolio Managers

Bill Nygren Kevin Grant

THE VALUE OF A $10,000 INVESTMENT IN THE OAKMARK FUND FROM ITS INCEPTION (8/5/91) TO PRESENT (6/30/02) AS COMPARED TO THE STANDARD & POOR'S 500 INDEX1
Average Annual Total Returns3
(as of 6/30/02)
Total Return
Last 3 Months*
1-year 5-year 10-year Since
Inception
(8/5/91)

Oakmark Fund -8.36% -3.74% 5.34% 15.33% 18.46%
S&P 500 -13.40% -17.99% 3.66% 11.42% 11.24%
Dow Jones Average6 -10.82% -10.43% 5.54% 13.17% 13.26%
Lipper Large Cap Value Index7 -10.82% -13.75% 4.00% 11.07% 10.99%

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 decreased in value by 8% last quarter. The market as a whole declined much more than the Fund did as shown by the 13% loss in the S&P 500. The market decline led to a number of new stocks falling to our buy targets. In addition to the new addition discussed below, we also discuss our purchases of Abbott Laboratories, Boeing, Bristol-Myers, Duke Energy, and Home Depot on our web site, www.oakmark.com.

AOL Time Warner (AOL—$15)

Oakmark takes a position in the leading Internet Service Provider—who'd have thought? Near the peak of the Internet bubble, in late 1999, AOL hit a price of $96, giving it a market capitalization in excess of $200 billion. The following year, AOL announced they would purchase, for stock, "old media" company, Time Warner, which itself had a market cap of nearly $100 billion. Today, with AOL having fallen to $15, the market cap of the combined companies has fallen from $300 billion to $68 billion. At Oakmark, we were never comfortable with the valuations placed on Internet stocks, but at the current price for AOL, the market appears to value the world's largest ISP at less than zero—that works for us!

One of the big financial news stories last quarter was the conflicts that are inherent in the jobs of Wall Street research analysts—especially related to Internet stocks. In light of that, consider an article written in Fortune magazine in February 2000 (the peak of the Internet bubble) by Carol Loomis, "AOL + TWX = ??? Do the math and you might wonder if this company's long-term annual return to investors can beat a Treasury bond's." The article took a disciplined quantitative approach to examining the growth AOL would need to achieve to produce acceptable returns for its shareholders. The article concluded by saying "to make the merger work for investors ... will be like pushing a boulder up an alp." Some analysts are able to speak their minds honestly, despite conflicts. Kudos to Carol Loomis who wrote that piece while employed by AOL Time Warner! With AOL down by over 80%, reasonable returns now appear much more achievable.

Best wishes,

William C. Nygren signature Kevin Grant signature
William C. Nygren, CFA
Portfolio Manager
bnygren@oakmark.com
Kevin Grant, CFA
Portfolio Manager
kgrant@oakmark.com

July 3, 2002

THE OAKMARK FUND

Schedule of Investments—June 30, 2002 (Unaudited)

Name Shares Held Market Value

Common Stocks—95.8%
Food & Beverage—6.1%
H.J. Heinz Company 2,010,000 $82,611,000
General Mills, Inc. 1,855,000 81,768,400
Kraft Foods Inc. 1,895,000 77,600,250

241,979,650
Household Products—3.3%
Newell Rubbermaid, Inc. 1,975,000 $69,243,500
The Clorox Company 1,440,200 59,552,270

128,795,770
Other Consumer Goods & Services—8.4%
H&R Block, Inc. 2,753,300 $127,064,795
Fortune Brands, Inc. 1,745,600 97,753,600
Mattel, Inc. 3,216,300 67,799,604
Cendant Corporation (a) 2,395,100 38,034,188

330,652,187
Building Materials & Construction—1.9%
Masco Corporation 2,833,000 $76,802,630
Cable & Satellite TV—3.5%
AOL Time Warner Inc. (a) 5,750,000 $84,582,500
General Motors Corporation, Class H (Hughes
Electronics Corporation) (a) 5,100,000 53,040,000

137,622,500
Hardware—2.0%
The Black & Decker Corporation 1,622,200 $78,190,040
Marketing Services—1.4%
The Interpublic Group of Companies, Inc. 2,200,000 $54,472,000
Publishing—3.3%
Gannett Co., Inc. 934,500 $70,928,550
Knight-Ridder, Inc. 916,000 57,662,200

128,590,750
Recreation & Entertainment—1.1%
Carnival Corporation 1,500,000 $41,535,000
Retail—15.1%
The Kroger Co. (a) 4,490,000 $89,351,000
J.C. Penney Company, Inc. 3,702,900 81,537,858
Safeway Inc. (a) 2,727,000 79,601,130
Yum! Brands, Inc (a) 2,439,000 71,340,750
McDonald's Corporation 2,300,000 65,435,000
The Home Depot, Inc. 1,500,000 55,095,000
The Gap, Inc. 3,800,000 53,960,000
Toys ‘ R ' Us, Inc. (a) 3,000,000 52,410,000
CVS Corporation 1,605,000 49,113,000

597,843,738
TV Programming—2.0%
Liberty Media Corporation, Class A (a) 7,701,400 $77,014,000
Bank & Thrifts—6.2%
Washington Mutual, Inc. 4,159,300 $154,351,623
U.S. Bancorp 3,800,000 88,730,000

243,081,623
Insurance—2.0%
MGIC Investment Corporation 1,137,900 $77,149,620
Other Financial—2.3%
Fannie Mae 1,220,000 $89,975,000
Medical Products—1.9%
Guidant Corporation (a) 2,546,100 $76,968,603
Pharmaceuticals—9.9%
Merck & Co., Inc. 1,700,000 $86,088,000
Schering-Plough Corporation 3,425,000 84,255,000
Bristol-Myers Squibb Company 3,250,000 83,525,000
Abbott Laboratories 1,950,000 73,417,500
Chiron Corporation (a) 1,822,000 64,407,700

391,693,200
Telecommunications—3.3%
AT&T Corp. 7,135,000 $76,344,500
Sprint Corporation 4,946,000 52,477,060

128,821,560
Telecommunications Equipment—1.6%
Motorola, Inc. 4,475,000 $64,529,500
Computer Services—5.1%
First Data Corporation 2,200,000 $81,840,000
Electronic Data Systems Corporation 1,701,000 63,192,150
SunGard Data Systems, Inc. (a) 2,131,600 56,444,768

201,476,918
Office Equipment—1.3%
Xerox Corporation (a) 7,427,400 $51,768,978
Aerospace & Defense—2.5%
Honeywell International, Inc. 1,550,000 $54,606,500
The Boeing Company 1,000,000 45,000,000

99,606,500
Other Industrial Goods & Services—1.0%
Illinois Tool Works Inc. 604,200 $41,266,860
Waste Disposal—1.9%
Waste Management, Inc. 2,874,300 $74,875,515
Oil & Natural Gas—5.2%
Conoco Inc. 2,550,000 $70,890,000
Phillips Petroleum Company 1,192,700 70,226,176
Burlington Resources Inc. 1,671,100 63,501,800

204,617,976
Electric Utilities—3.5%
TXU Corp. 1,565,000 $80,675,750
Duke Energy Corporation 1,900,000 59,090,000

139,765,750
Total Common Stocks (Cost: $3,536,135,891) 3,779,095,868

Par Value


Short Term Investments—4.5%
U.S. Government Bills—2.3%
United States Treasury Bills, 1.65% -1.885%
due 7/5/2002 - 9/5/2002 $90,000,000 $89,833,297
Total U.S. Government Bills (Cost: $89,833,297) 89,833,297
Repurchase Agreements—2.2%
IBT Repurchase Agreement, 1.85% due 7/1/2002,
repurchase price $89,013,721 collateralized by
U.S. Government Agency Securities $89,000,000 $89,000,000
Total Repurchase Agreement (Cost: $89,000,000) 89,000,000
Total Short Term Investments (Cost: $178,833,297) 178,833,297
Total Investments (Cost $3,714,969,188)—100.3% $3,957,929,165
Other Liabilities In Excess Of Other Assets—(0.3%) (11,112,086)

Total Net Assets—100% $3,946,817,079


(a) Non-income producing security.