THE OAKMARK EQUITY AND INCOME FUND

Report from Clyde S. McGregor and
Edward A. Studzinski, Portfolio Managers

Clyde S. McGregor photo Edward A. Studzinski photo

THE VALUE OF A $10,000 INVESTMENT IN THE OAKMARK EQUITY AND INCOME FUND FROM ITS INCEPTION (11/1/95) TO PRESENT (9/30/02) AS COMPARED TO THE LIPPER BALANCED FUND INDEX17
chart
Average Annual Total Returns4
(as of 9/30/02)
Total Return
Last 3 Months*
1-year 5-year Since
Inception
(11/1/95)

Oakmark Equity
and Income Fund
-8.57% -0.47% 9.80% 13.24%
S&P 5002 -17.28% -20.49% -1.63% 6.66%
Lehman Govt./ Corp. Bond18 5.70% 9.21% 7.92% 7.53%
Lipper Balanced Fund Index -9.87% -9.83% 1.34% 6.02%

The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
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

Quarter and Annual Review

What is it about summer, anyway? In the entire 27-quarter history of The Oakmark Equity and Income Fund only six quarters have suffered negative results. Four of those six were summer quarters. The recently completed quarter saw the Fund's price decrease by 9%, which contrasts with a loss of 10% for the Lipper Balanced Fund Index. For the fiscal 9/30 year the comparative results are stronger though still negative: -1% for the Fund, -10% for the Lipper. The Lipper Balanced Fund Index may be our standard of comparison, but it is not our benchmark. Our true focus is on how much money the Fund has earned for its shareholders. Others may be in the business of besting an index. We are in the business of earning positive returns for our clients. Period. We know that our clients can live off positive returns that may be uninteresting when times are good. We also know that they cannot live off negative returns even when those returns are relatively superior.

Issues du jour

Hopefully the summer quarter's pains will produce some positive, if unintended, consequences. For example, we fervently hope that the word "visibility" has been expunged from the lexicon of Wall Street analysts. We regularly come across analyst reports expressing wariness towards a particular company because of insufficient visibility concerning future earnings. If the last two years have not discredited the idea that future corporate outcomes may be precisely forecasted, we do not know what will. This explains why our focus on valuation is so important. While any valuation of a business implicitly assumes that there will, in fact, be a future, our valuation methodologies attempt to minimize the importance of positive future developments. We often speak of "obtaining the future for free." Catellus Development, the real estate company, is a good example of this way of seeing. When we purchased Catellus, we knew that management was in the process of obtaining permits to develop Mission Bay, the first significant new real estate project in the city of San Francisco in over fifty years. We were able to pay a price for the company that did not reflect any positive impact from Mission Bay.

We would also like to reframe the debate over incentive stock options by moving the focus from accounting to aligning. At Harris Associates we have always articulated a belief that corporate management teams should have their interests aligned with their shareholders. In the 1980's we saw options programs as one means to that end. Some of the excesses that we observed in the 1990's changed our minds.

In the last few years management teams have come to regard their options program as an extension of their annual compensation. "Evergreen" options programs are a particularly troublesome illustration of this tendency. When options vest in this system, management exercises the options and sells the new shares immediately. The company's board of directors then "reloads" management with new options so that the incentive element is reestablished.

Today the weakened condition of the stock market and the renewed focus on corporate governance combine to make it possible to return options to their proper role. In our opinion, cash should be the dominant form of compensation. For the purpose of aligning interests, boards should require management to own meaningful equity in their company. Options may be a means to that end if they have long-term vesting and long term holding periods. This would have the effect of reducing management's attention to short term outcomes and focusing efforts on productive deployment of capital. We do not expect to see changes of this sort anytime soon, but we will be studying options programs ever more carefully. Management teams of companies in which we invest have been given control over capital that you, our shareholders, have worked hard to accumulate. It is their responsibility to treat this capital with respect.

Profitless Prosperity

By now it is generally accepted that many sectors of the US economy experienced growth in the late 1990's that was both far above trend and unsustainable. Unfortunately, boom/bust cycles are a recurring feature in our economy. The basic pattern is that new technology promotes optimism, draws inordinate capital investment to the favored sector, and finally collapses that sector under the weight of excessive competition. For example, in early 1983 extreme optimism enabled more than 60 manufacturers of computer storage devices to go public. The flood of capital into this industry quickly resulted in destructive competition and the rapid evaporation of business values. A similar cycle ensued in the early 1990's for manufacturers of personal computers.

Highlights
  • Our valuation methodologies attempt to minimize the importance of future developments—we are looking to "obtain the future for free".
  • The apparent prosperity of 2002—an environment with low inflation and low interest rates—has been without profit. Our response is to orient the fund to issues with strong balance sheets.
  • A weakened stock market and renewed focus on corporate governance make it possible to return stock options to their proper role.

More recently, the puncturing of the late 1990's bubble had obvious first level effects such as the disappearance of the "dotcoms." Next to suffer was the telecommunications industry. It is now clear, however, that the boom's impact was much more widespread than first thought. Industries as diverse as retailing and electric utilities now labor under excess capacity conditions. An example more relevant to The Equity and Income Fund has been the effect on portfolio holding GATX. Improved computer systems have helped the railroad industry reduce the time it takes to move a carload across the country. This greater efficiency in the management of the rail fleet means that GATX, a leasing company, has more railroad equipment than it can profitably employ at present. This pattern has spread throughout much of the economy: excess supply leads to lower pricing and then decreased return on investment.

Imagine one year ago we had known that the government would be reporting solid economic growth for 2002 together with low inflation and very low interest rates. With that knowledge we would probably have forecast that the stock market would be enjoying a strong year. But as it has turned out, this apparent prosperity has been without profit and replete with corporate distress. Our tactical response to this environment has been to orient The Equity and Income Fund portfolio to issues with the strongest balance sheets. In particular, we have searched for undervalued issues with no debt and substantial cash positions. In deflationary times, debt is economically disadvantageous. Because we do not know whether the future will bring inflation or deflation, we have built a portfolio that has the potential to succeed in either environment.

In closing, we once again thank you, our shareholders, for entrusting us with the management of your capital.

Clyde S. McGregor signature Edward A. Studzinski signature
Clyde S. McGregor, CFA
Portfolio Manager
mcgregor@oakmark.com
Edward A. Studzinski, CFA
Portfolio Manager
estudzinski@oakmark.com

October 1, 2002

THE OAKMARK EQUITY AND INCOME FUND

Schedule of Investments—September 30, 2002

Name Shares Held Market Value

Equity and Equivalents—53.2%
Common Stocks—52.5%
Food & Beverage—0.5%
UST Inc. 400,000 $11,284,000
Broadcasting & Publishing—0.7%
Gemstar-TV Guide International Inc. (b) 7,000,000 $17,640,000
Cable Systems & Satellite TV—0.8%
General Motors Corporation, Class H
(Hughes Electronics Corporation) (a) 2,000,000 $18,300,000
Information Services—2.4%
Ceridian Corporation (a) 3,900,000 $55,575,000
Marketing Services—0.5%
The Interpublic Group of Companies, Inc. 800,000 $12,680,000
Printing—0.2%
Valassis Communications, Inc. (a) 150,000 $5,260,500
Recreation & Entertainment—1.0%
International Game Technology (a) 345,000 $23,853,300
Retail—4.1%
J.C. Penney Company, Inc. 2,200,000 $35,024,000
Albertson's, Inc. 1,200,000 28,992,000
BJ's Wholesale Club, Inc. (a) 1,100,000 20,911,000
Office Depot, Inc. (a) 980,000 12,093,200

97,020,200
Insurance—3.6%
SAFECO Corporation 2,200,000 $69,916,000
PartnerRe, Ltd. (c) 200,000 9,636,000
RenaissanceRe Holdings Ltd. 174,700 6,601,913

86,153,913
Other Financial—0.5%
GATX Corporation 600,000 $11,880,000
Real Estate—2.0%
Catellus Development Corporation (a) 1,881,500 $34,713,675
Hospitality Properties Trust 200,000 6,624,000
Legacy Hotels Real Estate Investment Trust (c) 1,125,000 5,909,851

47,247,526
Health Care Services—2.0%
IMS Health Incorporated 2,300,000 $34,431,000
Caremark Rx, Inc. (a) 750,000 12,750,000

47,181,000
Managed Care Services—2.3%
First Health Group Corp. (a) 2,000,000 $54,240,000
Medical Products—4.9%
Guidant Corporation (a) 1,855,000 $59,935,050
Apogent Technologies Inc. (a) 1,750,000 32,655,000
Techne Corporation (a) 525,000 17,214,750
Edwards Lifesciences Corporation (a) 275,000 7,037,250

116,842,050
Pharmaceuticals—4.3%
Watson Pharmaceuticals, Inc. (a) 2,100,000 $51,471,000
Bristol-Myers Squibb Company 2,000,000 47,600,000
Chiron Corporation (a) 41,800 1,460,492

100,531,492
Telecommunications—0.1%
CenturyTel, Inc. 159,800 $3,584,314
Computer Software—3.6%
Synopsys, Inc. (a) 1,485,000 $56,652,750
Novell, Inc. (a) 8,000,000 16,800,000
Mentor Graphics Corporation (a) 2,300,000 11,224,000

84,676,750
Computer Systems—1.1%
The Reynolds and Reynolds Company, Class A 1,164,000 $26,120,160
Aerospace & Defense—3.5%
Rockwell Collins, Inc. 1,863,800 $40,891,772
Honeywell International, Inc. 1,875,000 40,612,500

81,504,272
Agricultural Equipment—0.1%
Alamo Group Inc. 141,900 $1,753,884
Instruments—1.9%
Varian Inc. (a) 1,599,400 $44,159,434
Machinery & Industrial Processing—2.5%
Rockwell Automation International Corporation 1,964,500 $31,962,415
Cooper Industries, Ltd. 880,700 26,729,245

58,691,660
Transportation Services—0.1%
Nordic American Tanker Shipping Limited (c) 154,900 $1,645,038
Agricultural Operations—1.8%
Monsanto Company 2,800,000 $42,812,000
Forestry Products—1.7%
Plum Creek Timber Company, Inc. 1,809,644 $40,916,051
Oil & Natural Gas—6.3%
Burlington Resources Inc. 2,000,000 $76,720,000
XTO Energy, Inc. 1,528,000 31,492,080
St. Mary Land & Exploration Company 1,030,000 24,617,000
Cabot Oil & Gas Corporation 750,000 16,125,000

148,954,080
Total Common Stocks (Cost: $1,385,836,462) 1,240,506,624
Convertible Bonds—0.7%
Cable Systems & Satellite TV—0.5%
EchoStar Communications Corporation, 4.875%
due 1/1/2007 $15,000,000 $11,343,750
Pharmaceuticals—0.2%
Sepracor Inc., 7.00% due 12/15/2005 $7,285,000 $4,498,487
Total Convertible Bonds (Cost: $17,579,387) 15,842,237
Total Equity And Equivalents (Cost: $1,403,415,849) 1,256,348,861
Par Value

Fixed Income—40.2%
Preferred Stocks—0.1%
Bank & Thrifts—0.1%
BBC Capital Trust I, Preferred, 9.50% 48,000 $1,200,480
Pennfed Capital Trust, Preferred, 8.90% 27,500 694,375
Fidelity Capital Trust I, Preferred, 8.375% 43,500 437,175

2,332,030
Telecommunications—0.0%
MediaOne Finance Trust III, Preferred, 9.04% 20,000 $470,000
Total Preferred Stocks (Cost: $2,715,763) 2,802,030
Corporate Bonds—1.8%
Broadcasting & Programming—0.5%
Liberty Media Corporation, 8.25%
due 2/1/2030, Debenture $12,900,000 $12,740,453
Building Materials & Construction—0.0%
Juno Lighting, Inc., 11.875% due 7/1/2009,
Senior Subordinated Note $750,000 $768,750
Cable Systems & Satellite TV—0.1%
CSC Holdings Inc., 7.875% due 12/15/2007 $3,000,000 $2,475,000
Hotels & Motels—0.3%
HMH Properties, 7.875% due 8/1/2005,
Senior Note Series A $3,450,000 $3,329,250
Park Place Entertainment, 7.00%
due 7/15/2004, Senior Notes 2,750,000 2,778,212

6,107,462
Retail—0.5%
The Gap, Inc., 6.90% due 9/15/2007 $9,187,000 $8,084,560
Rite Aid Corporation, 7.625% due 4/15/2005, Senior Notes 4,900,000 3,626,000
Ugly Duckling Corporation, 12.00%
due 10/23/2003, Subordinated Debenture 650,000 585,000

12,295,560
Medical Products—0.3%
CONMED Corporation, 9.00% due 3/15/2008 $5,610,000 $5,666,100
Machinery & Industrial Processing—0.1%
Columbus McKinnon Corporation New York,
8.50% due 4/1/2008 $3,000,000 $2,490,000
Electric Utilities—0.0%
Midland Funding Corporation, 11.75% due 7/23/2005 $500,000 $506,250
Total Corporate Bonds (Cost: $43,397,142) 43,049,575
Government and Agency Securities—38.3%
U.S. Government Notes—37.9%
United States Treasury Notes, 3.375% due 1/15/2007,
Inflation Indexed $156,864,600 $170,859,903
United States Treasury Notes, 3.375% due 1/15/2012,
Inflation Indexed 141,993,600 157,058,269
United States Treasury Notes, 5.75% due 11/15/2005 100,000,000 111,070,300
United States Treasury Notes, 4.75% due 11/15/2008 100,000,000 109,824,200
United States Treasury Notes, 3.50% due 11/15/2006 100,000,000 104,250,000
United States Treasury Notes, 3.00% due 11/30/2003 75,000,000 76,315,425
United States Treasury Notes, 7.875% due 11/15/2004 25,000,000 28,171,875
United States Treasury Notes, 5.00% due 8/15/2011 25,000,000 27,764,650
United States Treasury Notes, 5.25% due 5/15/2004 25,000,000 26,454,100
United States Treasury Notes, 2.875% due 6/30/2004 25,000,000 25,522,450
United States Treasury Notes, 3.00% due 2/29/2004 25,000,000 25,500,000
United States Treasury Notes, 3.00% due 1/31/2004 25,000,000 25,475,575
United States Treasury Notes, 7.25% due 8/15/2004 5,000,000 5,514,060

893,780,807
U.S. Government Agencies—0.4%
Fannie Mae, 3.875% due 9/7/2004 $5,000,000 $5,045,315
Federal Home Loan Bank, 5.10% due 12/26/2006 2,035,000 2,108,769
Fannie Mae, Principal Only, Zero Coupon, due 10/3/2011 1,065,000 1,066,354
Federal Home Loan Bank, 3.875% due 12/15/2004 1,000,000 1,038,045

9,258,483
Total Government and Agency Securities (Cost: $861,911,517) 903,039,290
Total Fixed Income (Cost: $908,024,422) 948,890,895
Short Term Investments—5.7%
U.S. Government Bills—3.2%
United States Treasury Bills, 1.55% - 1.62% $75,000,000 $74,944,321
due 10/10/2002 - 10/31/2002
Total U.S. Government Bills (Cost: $74,944,321) 74,944,321
Repurchase Agreements—2.5%
IBT Repurchase Agreement, 1.75% due 10/1/2002,
repurchase price $58,002,819 collateralized by
U.S. Government Agency Securities $58,000,000 $58,000,000
IBT Repurchase Agreement, 1.11% due 10/1/2002,
repurchase price $1,636,138 collateralized by a
U.S. Government Agency Security 1,636,088 1,636,088

Total Repurchase Agreement (Cost: $59,636,088) 59,636,088
Total Short Term Investments (Cost: $134,580,409) 134,580,409
Total Investments (Cost $2,446,020,680)—99.1% $2,339,820,165
Shares Subject to Call

Call Options Written—0.0%
Broadcasting & Publishing—0.0%
Gemstar-TV Guide International Inc., November 7.50 Calls (1,019,000) $(50,950)
Total Call Options Written (Premiums Received: $(638,100))—0.0% (50,950)
Other Assets In Excess Of Other Liabilities—0.9% $20,817,788

Total Net Assets—100% $2,360,587,003


(a) Non-income producing security.
(b) A portion of this security has been segregated to cover written option contracts. See footnote number one in the Notes to Financial Statements regarding accounting for options.
(c) Represents a foreign domiciled corporation.

See accompanying notes to financial statements.