THE OAKMARK INTERNATIONAL FUND

Report from David G. Herro and
Michael J. Welsh, Portfolio Managers

David G. Herro photo Michael J. Welsh photo

THE VALUE OF A $10,000 INVESTMENT IN THE OAKMARK INTERNATIONAL FUND FROM ITS INCEPTION (9/30/92) TO PRESENT (12/31/02) COMPARED TO THE MSCI WORLD EX U.S. INDEX23
chart
Average Annual Total Returns5
(as of 12/31/02)
Total Return
Last 3 Months*
1-year 5-year 10-year Since
Inception (9/30/92)

Oakmark International Fund 8.99% -8.46% 4.85% 9.75% 9.54%
MSCI World ex. U.S. 6.54% -15.80% -2.72% 4.17% 3.68%
MSCI EAFE3 6.45% -15.94% -2.89% 4.00% 3.50%
Lipper International Fund Index24 6.64% -13.83% -1.64% 5.55% 5.28%

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 International Fund was up 9% for the quarter, compared with 7% gains in the MSCI World ex-US and the Lipper International Fund indices.

Over the past twelve month's your Fund has generated a loss of 8%, relative to the larger declines of 16% in the MSCI World ex-US index and 14% in the Lipper International Fund Index.

Impact Players for 2002

Givaudan, the Swiss flavors and fragrances company, generated the largest positive impact on the Fund's NAV22 during 2002. Givaudan was spun-off from Roche Holdings in 2000, and remained somewhat neglected by investors. That changed this year as management's strong record in both operations and capital allocation was rewarded in the market with a higher share price.

Once again our Korean holdings were among the top performers for the year. Lotte Chilsung Beverage and Kumkang Korea Chemical were near the top in positive contribution to NAV. We have owned both of these companies for over five years and they continue to deliver solid price appreciation. And in our view, they are still cheap. Somerfield plc, the UK supermarket operator, continued to make slow but sure progress in restructuring their troubled Kwik Save chain. Another solid contributor for the year was Banco Popolare di Verona. High quality management is exceeding expectations in integrating their recent Novara acquisition.

By far the single biggest negative impact on NAV for the year came from Ericsson. As discussed in the Oakmark Global letter, the market continued to punish the stock in 2002 for the slow-down in telecommunication infrastructure spending, ignoring the company's strong market position and the significant headway management has made on cost reductions. The stock has rallied strongly from its low in the third quarter, contributing significantly to fourth quarter performance, and we continue to believe Ericsson is very well positioned to benefit from any return in telecommunications capital spending.

Another negative contributor was Unibanco, the Brazilian retail bank. The share price remains under pressure due to concerns about the new Brazilian government. We have sold our entire position as we found better risk-reward opportunities in a number of other financial services companies, all of which had significant share price declines. While still cheap, we felt companies such as Credit Suisse Group, BNP-Paribas, Daiwa Securities and San Paolo IMI are all more attractive at current prices than Unibanco.

Orbotech, the Israeli optical inspection specialist, was another negative contributor as a slump in electronics and technology spending hurt short-term results. We remain confident about the company's long-term prospects and the large gap between business value and the current market price.

Finally, another loser for the Fund was Cordiant Communications. As long-term shareholders will remember, we made significant profits on our first go-round with this company but, unfortunately, not this time. Though Cordiant remains statistically cheap, we believe increasing our ownership in Publicis Groupe, a much stronger French advertising holding company, and Aegis, the UK-based global media buyer, provides superior risk-reward opportunities in this sector.

Looking Forward

We remain optimistic based on the large number of attractive absolute return opportunities in the portfolio. We thank you for your continued confidence.

David G. Herro signature Michael J. Welsh signature
David G. Herro, CFA
Portfolio Manager
dherro@oakmark.com
Michael J. Welsh, CFA, CPA
Portfolio Manager
mwelsh@oakmark.com

January 6, 2003

THE OAKMARK INTERNATIONAL FUND

Global Diversification—December 31, 2002 (Unaudited)

pie chart

THE OAKMARK INTERNATIONAL FUND

Schedule of Investments—December 31, 2002 (Unaudited)

Name Description Shares Held Market Value

Common Stocks—96.1%
Food & Beverage—8.0%
Diageo plc (Great Britain) Beverages, Wines, &
Spirits Manufacturer 4,491,700 $48,801,422
Pernod-Ricard SA (France) Manufactures Wines,
Spirits, & Fruit Juices 323,300 31,295,319
Fomento Economico
Mexicano S.A. de C.V.
(Mexico) (b) Soft Drink & Beer Manufacturer 706,800 25,741,656
Lotte Chilsung
Beverage Co., Ltd.
(Korea) Soft Drinks, Juices & Sports
Drinks Manufacturer 49,700 23,466,127
Cadbury Schweppes plc
(Great Britain) Beverage & Confectionary
Manufacturer 1,468,000 9,168,024

138,472,548
Household Products—2.4%
Henkel KGaA (Germany) Consumer Chemical
Products Manufacturer 755,000 $41,371,877
Other Consumer Goods & Services—1.0%
Swatch Group AG
(Switzerland) Watch Manufacturer 202,300 $16,816,900
Apparel—0.2%
Fila Holding S.p.A
(Italy) (a)(b) Athletic Footwear & Apparel 2,947,380 $3,890,542
Automobiles—1.4%
Bayerische Motoren
Werke (BMW) AG
(Germany) Luxury Automobile
Manufacturer 787,200 $23,875,658
Automotive—3.0%
Compagnie Generale
des Etablissements
Michelin (France) Tire Manufacturer 770,600 $26,556,359
Autoliv Inc
(Sweden) (c) Automotive Safety
Systems Manufacturer 1,248,000 25,620,241

52,176,600
Broadcasting & Programming—2.0%
Grupo Televisa S.A.
(Mexico) (a)(b) Television Production &
Broadcasting 1,145,600 $31,996,608
Tokyo Broadcasting
System, Inc. (Japan) Television & Radio
Broadcasting 157,000 1,972,415

33,969,023
Building Materials & Construction—0.9%
Kumkang Korea Chemical
Co., Ltd. (Korea) Building Materials 162,140 $15,994,587
Home Furnishings—3.0%
Hunter Douglas N.V.
(Netherlands) Window Coverings
Manufacturer 1,718,584 $51,457,520
Human Resources—2.5%
Michael Page International
plc (Great Britain) Recruitment Consultancy
Services 24,736,600 $43,598,554
Marketing Services—4.7%
Aegis Group plc
(Great Britain) Media Services 39,066,900 $49,205,229
Publicis Groupe
(France) Advertising & Media Services 1,461,700 30,965,749

80,170,978
Publishing—3.0%
John Fairfax Holdings
Limited (Australia) Newspaper Publisher 27,580,400 $49,959,440
Wolters Kluwer NV
(Netherlands) Reference Material Publisher 59,552 1,036,756

50,996,196
Retail—5.5%
Giordano International
Limited (Hong Kong) Pacific Rim Clothing
Retailer & Manufacturer 73,240,300 $28,644,161
Somerfield plc
(Great Britain) Food Retailer 17,297,000 23,804,270
Koninklijke Ahold NV
(Netherlands) Food Retailer 1,769,000 22,448,389
Signet Group plc
(Great Britain) Jewelry Retailer 18,220,500 19,502,932

94,399,752
Bank & Thrifts—8.4%
BNP Paribas SA (France) Commercial Banking 1,055,000 $42,962,725
Sanpaolo IMI S.p.A.
(Italy) Banking Services 5,189,500 33,743,426
Banco Popolare
di Verona e
Novara Scrl (Italy) Commercial Banking 2,742,200 30,570,628
Svenska Handelsbanken
AB (Sweden) Commercial Banking 1,194,000 15,929,155
United Overseas Bank
Limited, Foreign Shares
(Singapore) Commercial Banking 1,426,968 9,706,986
Kookmin Bank (Korea) Commercial Banking 231,168 8,186,043
Banco Latinoamericano
de Exportaciones, S.A.,
Class E (Panama) (a)(b) Latin American
Trade Bank 515,400 2,345,070

143,444,033
Financial Services—1.7%
Credit Suisse Group
(Switzerland) (a) Investment Services &
Insurance 1,353,500 $29,351,598
Other Financial—5.4%
Euronext (Netherlands) Stock Exchange 2,125,200 $46,158,520
Daiwa Securities
Group Inc. (Japan) Stock Broker 10,310,000 45,750,842

91,909,362
Medical Products—2.1%
Gambro AB, Class A
(Sweden) Manufacturer of
Dialysis Products 6,626,500 $36,962,076
Pharmaceuticals—9.3%
GlaxoSmithKline plc
(Great Britain) Pharmaceuticals 3,418,800 $65,429,487
Aventis S.A. (France) Pharmaceuticals 887,700 48,224,524
Takeda Chemical
Industries, Ltd.
(Japan) Pharmaceuticals & Food
Supplements 739,000 30,864,264
Novartis AG
(Switzerland) Pharmaceuticals 408,300 14,889,934

159,408,209
Telecommunications—3.9%
Panafon Hellenic
Telecom S.A.
(Greece) Mobile Telecommunications 6,717,900 $38,326,963
SK Telecom Co., Ltd.
(Korea) Mobile Telecommunications 144,460 27,892,028
Telemig Celular
Participacoes S.A.
(Brazil) Mobile Telecommunications 1,806,000,000 1,943,744

68,162,735
Telecommunications Equipment—3.5%
Telefonaktiebolaget LM
Ericsson, Class B
(Sweden) (a) Mobile & Wired
Telecommunications Products 84,803,300 $59,493,977
Computer Services—2.4%
Meitec Corporation
(Japan) Software Engineering Services 1,711,300 $41,788,228
Aerospace—1.3%
Rolls-Royce plc
(Great Britain) Aviation & Marine Power 13,102,195 $22,723,713
Airport Maintenance—0.2%
Grupo Aeroportuario
del Sureste S.A. de
C.V. (Mexico) (b) Airport Operator 242,000 $2,843,500
Diversified Conglomerates—4.2%
Vivendi Universal SA
(France) Multimedia 4,464,900 $72,064,658
Haw Par Corporation
Limited (Singapore) Healthcare & Leisure
Products 58,338 109,637

72,174,295
Instruments—1.6%
Orbotech, Ltd.
(Israel) (a) Optical Inspection Systems 2,041,200 $28,084,871
Machinery & Industrial Processing—2.4%
Metso Corporation
(Finland) Paper & Pulp Machinery 3,863,000 $41,728,609
Other Industrial Goods & Services—4.8%
FKI plc (Great Britain) Industrial Manufacturing 21,083,000 $29,438,783
Chargeurs SA (France) Wool, Textile
Production & Trading 1,050,201 28,085,657
Enodis plc
(Great Britain) (a) Food Processing Equipment 33,585,320 26,488,876

84,013,316
Transportation Services—2.1%
Associated British Ports
Holdings Plc
(Great Britain) Port Operator 5,698,099 $36,526,137
Chemicals—5.2%
Akzo Nobel N.V.
(Netherlands) Chemical Producer 1,518,300 $48,135,747
Givaudan
(Switzerland) Fragrance & Flavor
Compound Manufacturer 91,000 40,783,577

88,919,324
Total Common Stocks (Cost: $1,786,828,661) 1,654,724,718
Par Value

Short Term Investments—3.8%
U.S. Government Bills—1.2%
United States Treasury Bills, 1.08% - 1.20%
due 1/2/2003 - 1/9/2003 $20,000,000 $19,997,267
Total U.S. Government Bills (Cost: $19,997,267) 19,997,267
Repurchase Agreements—2.6%
IBT Repurchase Agreement, 1.00% due 1/2/2003, repurchase price $42,002,333 collateralized by U.S. Government Agency Securities $42,000,000 $42,000,000
IBT Repurchase Agreement, 1.00% due 1/2/2003, repurchase price $2,449,915 collateralized by a U.S. Government Agency Security 2,449,779 2,449,779

Total Repurchase Agreement (Cost: $44,449,779) 44,449,779
Total Short Term Investments (Cost: $64,447,046) 64,447,046
Total Investments (Cost $1,851,275,707)—99.9% $1,719,171,764
Other Assets In Excess Of Other Liabilities—0.1% 1,915,255

Total Net Assets—100% $1,721,087,019


(a) Non-income producing security.
(b) Represents an American Depository Receipt.
(c) Represents a Swedish Depository Receipt.