THE OAKMARK FUND

Report from Bill Nygren and Kevin Grant,
Portfolio Managers

Bill Nygren photo Kevin Grant photo

THE VALUE OF A $10,000 INVESTMENT IN THE OAKMARK FUND FROM ITS INCEPTION (8/5/91) TO PRESENT (9/30/02) AS COMPARED TO THE STANDARD & POOR'S 500 INDEX2
chart
Average Annual Total Returns4
(as of 9/30/02)
Total Return
Last 3 Months*
1-year 5-year 10-year Since
Inception
(8/5/91)

Oakmark Fund -16.60% -11.77% 0.35% 12.15% 16.10%
S&P 500 -17.28% -20.49% -1.63% 8.99% 9.11%
Dow Jones Average1 -17.33% -12.48% 0.81% 11.11% 11.03%
Lipper Large Cap Value Index10 -18.65% -19.61% -1.77% 8.49% 8.70%

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

The Oakmark Fund declined 17% last quarter, which took our fiscal year results into negative territory by 12%. The loss in the quarter was only fractionally better than the 17% loss suffered by the S&P 500, but the fiscal year results compare favorably to the S&P 500 loss of 20%. The pain of this decline has caused many investors to give up on stocks. The stock market is down nearly 50% from its peak. Stocks now appear significantly undervalued using the Fed model (which compares P/E7 ratios to long-term government bond yields); the dividend yield on the S&P 500 exceeds the yield on Treasury bills for the first time since 1963; and money-market fund assets compared to the market value of stocks is at the highest level ever recorded. Those data points are much more typical of market bottoms than tops. Many stocks have now fallen to our buy targets, and we continue to add new holdings that have the business fundamentals of growth companies, but the valuation levels of value stocks. All of our new holdings are discussed on our website (www.oakmark.com). The new holding discussed below is not singled out because of higher confidence in it, but rather because it is an exception to our belief that most large technology companies continue to be fully valued.

Sun Microsystems (SUNW—$2.59)

Two years ago, Sun reached a high of $65, which we thought was silly because that was over 125 times earnings, nearly 30 times book value8 and 13 times sales. As a leading supplier of servers and workstations, the last two years have been extremely disappointing for Sun's business. However, Sun continues to have a $12 billion sales base, and their Solaris operating system is unmatched for high-end servers. Today, Sun sells at a slight premium to tangible book value and has net cash of more than half its stock price. Net of its cash, Sun sells at about one-third of sales and less than three times its annual R&D spending. Sun probably won't return to a $65 price during our lifetime, but that is irrelevant to the investment decision today. At $2.59, we believe Sun is now selling at less than 60% of business value and, from this level, is likely to achieve above-average returns.

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

October 3, 2002

THE OAKMARK FUND

Schedule of Investments—September 30, 2002

Name Shares Held Market Value

Common Stocks—93.5%
Food & Beverage—6.4%
General Mills, Inc. 1,755,000 $77,957,100
Kraft Foods Inc. 1,895,000 69,091,700
H.J. Heinz Company 1,910,000 63,736,700

210,785,500
Household Products—2.4%
The Clorox Company 1,390,200 $55,858,236
Newell Rubbermaid, Inc. 775,000 23,924,250

79,782,486
Other Consumer Goods & Services—7.8%
H&R Block, Inc. 2,453,300 $103,063,133
Fortune Brands, Inc. 1,645,600 77,820,424
Mattel, Inc. 3,216,300 57,925,563
Cendant Corporation (a) 1,895,100 20,391,276

259,200,396
Broadcasting & Programming—2.5%
Liberty Media Corporation, Class A (a) 8,201,400 $58,886,052
The Walt Disney Company 1,500,000 22,710,000

81,596,052
Building Materials & Construction—1.9%
Masco Corporation 3,133,000 $61,250,150
Cable Systems & Satellite TV—6.2%
AOL Time Warner Inc. (a) 6,766,600 $79,169,219
General Motors Corporation, Class H
(Hughes Electronics Corporation) (a) 5,100,000 46,665,000
EchoStar Communications Corporation (a) 2,475,000 42,817,500
Comcast Corporation (a) 1,800,000 37,548,000

206,199,719
Hardware—2.1%
The Black & Decker Corporation 1,622,200 $68,018,846
Marketing Services—1.5%
The Interpublic Group of Companies, Inc. 3,165,000 $50,165,250
Publishing—3.5%
Gannett Co., Inc. 884,500 $63,843,210
Knight-Ridder, Inc. 916,000 51,671,560

115,514,770
Recreation & Entertainment—1.1%
Carnival Corporation 1,500,000 $37,650,000
Retail—14.3%
Yum! Brands, Inc (a) 2,439,000 $67,584,690
J.C. Penney Company, Inc. 3,902,900 62,134,168
The Kroger Co. (a) 4,390,000 61,899,000
McDonald's Corporation 3,300,000 58,278,000
Safeway Inc. (a) 2,527,000 56,352,100
The Home Depot, Inc. 2,100,000 54,810,000
CVS Corporation 1,605,000 40,686,750
The Gap, Inc. 3,599,000 39,049,150
Toys ‘R' Us, Inc. (a) 3,125,000 31,812,500

472,606,358
Bank & Thrifts—5.8%
Washington Mutual, Inc. 3,937,300 $123,906,831
U.S. Bancorp 3,700,000 68,746,000

192,652,831
Insurance—1.8%
MGIC Investment Corporation 1,437,900 $58,709,457
Other Financial—2.1%
Fannie Mae 1,170,000 $69,661,800
Medical Products—2.4%
Guidant Corporation (a) 2,396,100 $77,417,991
Pharmaceuticals—10.6%
Bristol-Myers Squibb Company 3,250,000 $77,350,000
Abbott Laboratories 1,850,000 74,740,000
Merck & Co., Inc. 1,600,000 73,136,000
Schering-Plough Corporation 3,225,000 68,757,000
Chiron Corporation (a) 1,622,000 56,672,680

350,655,680
Telecommunications—1.2%
Sprint Corporation 4,421,000 $40,319,520
Telecommunications Equipment—0.9%
Motorola, Inc. 2,975,000 $30,285,500
Computer Services—4.3%
First Data Corporation 2,400,000 $67,080,000
SunGard Data Systems, Inc. (a) 2,801,600 54,491,120
Electronic Data Systems Corporation 1,501,000 20,983,980

142,555,100
Computer Systems—0.9%
Sun Microsystems, Inc. (a) 12,000,000 $31,080,000
Office Equipment—1.1%
Xerox Corporation (a) 7,427,400 $36,765,630
Aerospace & Defense—2.3%
Honeywell International, Inc. 1,950,000 $42,237,000
The Boeing Company 1,000,000 34,130,000

76,367,000
Other Industrial Goods & Services—1.1%
Illinois Tool Works Inc. 604,200 $35,242,986
Waste Disposal—1.8%
Waste Management, Inc. 2,574,300 $60,032,676
Oil & Natural Gas—4.2%
ConocoPhillips 1,635,335 $75,617,890
Burlington Resources Inc. 1,671,100 64,103,396

139,721,286
Electric Utilities—3.3%
TXU Corp. 1,565,000 $65,276,150
Duke Energy Corporation 2,220,000 43,401,000

108,677,150
Total Common Stocks (Cost: $3,433,430,323) 3,092,914,134
Par Value

Short Term Investments—6.4%
U.S. Government Bills—4.8%
United States Treasury Bills, 1.58% - 1.665%
due 10/3/2002 - 11/29/2002 $160,000,000 $159,873,818
Total U.S. Government Bills (Cost: $159,870,861) 159,873,818
Repurchase Agreements—1.6%
IBT Repurchase Agreement, 1.75% due 10/1/2002,
repurchase price $50,002,431 collateralized by
U.S. Government Agency Securities $50,000,000 $50,000,000
IBT Repurchase Agreement, 1.11% due 10/1/2002,
repurchase price $1,886,022 collateralized by a
U.S. Government Agency Security 1,885,964 1,885,964

Total Repurchase Agreement (Cost: $51,885,964) 51,885,964
Total Short Term Investments (Cost: $211,756,825) 211,759,782
Total Investments (Cost $3,645,187,148)—99.9% $3,304,673,916
Other Assets In Excess Of Other Liabilities—0.1% 4,007,917

Total Net Assets—100% $3,308,681,833


(a) Non-income producing security.

See accompanying notes to financial statements.