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 (12/31/02) AS COMPARED TO THE STANDARD & POOR'S 500 INDEX2
chart
Average Annual Total Returns5
(as of 12/31/02)
Total Return
Last 3 Months*
1-year 5-year 10-year Since
Inception
(8/5/91)

Oakmark Fund 7.51% -14.41% 1.00% 11.36% 16.46%
S&P 500 8.44% -22.10% -0.59% 9.34% 9.67%
Dow Jones Average1 10.38% -15.13% 2.82% 12.02% 11.74%
Lipper Large Cap Value Index9 8.64% -19.68% -0.39% 8.71% 9.29%

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 increased in value by 8% last quarter, reducing the loss for the year to 14%. Despite suffering our largest calendar year loss since the fund's inception in 1991, our performance was strong relative to other equity investors. With the S&P 500 down 22% for the year, achieving positive returns was nearly impossible. The Oakmark Fund lost less money than did 86% of the 827 funds Morningstar10 classifies as Large Cap Value funds, and according to a recent Wall Street Journal article the average equity mutual fund lost 22% which is 50% more than we lost. In the most recent Berkshire Hathaway annual report, Warren Buffett stated: "Some people disagree with our focus on relative figures, arguing that ‘you can't eat relative performance!' But, if you expect that owning the S&P 500 will produce reasonably satisfactory results over time, it follows that, for long-term investors, gaining small advantages annually over that index must prove rewarding." Another great investor, Peter Lynch, was asked about his "poor" performance which occurred in a very weak equity market. Lynch responded "Let's say you play golf. You shoot 72 and everybody else shoots in the 80s. The next day, the winds are blowing twenty miles an hour and it's raining. You shoot a 78 and everybody else shoots in the 90s. Do people say ‘What happened to your golf game?"

Losing less than other investors never feels as satisfying as does making money, but it is just as important as we work toward our goal of producing excellent long-term returns. Over the past three years, we are up while the market has seriously declined. Over the past decade, The Oakmark Fund has achieved a 11% annualized return. Not only has that beaten the market and most of our peers, but compounding that return for a decade more than tripled our investors' capital.

During the quarter, we did not add any new positions, and we eliminated two—Newell Rubbermaid and CVS. We made money on our Newell investment over two years when most stocks fell dramatically. With CVS, we lost some of our original investment (though far less than either the market or the average retail stock), as an increasingly competitive environment proved our projections to be too optimistic. In both cases, we used the proceeds to add to existing holdings that we feel are high-quality businesses that now sell at lower multiples.

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

January 6, 2003

THE OAKMARK FUND

Schedule of Investments—December 31, 2002 (Unaudited)

Name Shares Held Market Value

Common Stocks—90.6%
Food & Beverage—6.1%
Kraft Foods Inc. 2,095,000 $81,558,351
H.J. Heinz Company 2,310,000 75,929,700
General Mills, Inc. 1,605,000 75,354,750

232,842,801
Household Products—1.5%
The Clorox Company 1,390,200 $57,345,750
Other Consumer Goods & Services—7.3%
H&R Block, Inc. 3,029,300 $121,777,860
Fortune Brands, Inc. 1,745,600 81,187,856
Mattel, Inc. 2,774,800 53,137,420
Cendant Corporation (a) 1,895,100 19,860,648

275,963,784
Broadcasting & Programming—2.8%
Liberty Media Corporation, Class A (a) 9,149,400 $81,795,636
The Walt Disney Company 1,500,000 24,465,000

106,260,636
Building Materials & Construction—2.1%
Masco Corporation 3,733,000 $78,579,650
Cable Systems & Satellite TV—6.1%
AOL Time Warner Inc. 6,367,700 $83,416,870
EchoStar Communications Corporation (a) 2,475,000 55,093,500
General Motors Corporation, Class H
(Hughes Electronics Corporation) (a) 5,100,000 54,570,000
Comcast Corporation, Special Class A (a) 1,800,000 40,662,000

233,742,370
Hardware—1.8%
The Black & Decker Corporation 1,622,200 $69,576,158
Marketing Services—1.2%
The Interpublic Group of Companies, Inc. 3,165,000 $44,563,200
Publishing—3.2%
Gannett Co., Inc. 884,500 $63,507,100
Knight-Ridder, Inc. 916,000 57,937,000

121,444,100
Recreation & Entertainment—1.1%
Carnival Corporation 1,678,300 $41,873,585
Restaurants—4.4%
Yum! Brands, Inc (a) 3,509,000 $84,987,980
McDonald's Corporation 5,000,000 80,400,000

165,387,980
Retail—10.6%
The Home Depot, Inc. 3,681,500 $88,208,740
J.C. Penney Company, Inc. 3,552,900 81,752,229
Safeway Inc. (a) 3,327,000 77,718,720
The Kroger Co. (a) 4,790,000 74,005,500
The Gap, Inc. 3,199,000 49,648,480
Toys ‘R' Us, Inc. (a) 3,125,000 31,250,000

402,583,669
Bank & Thrifts—5.6%
Washington Mutual, Inc. 3,937,300 $135,954,969
U.S. Bancorp 3,700,000 78,514,000

214,468,969
Insurance—1.6%
MGIC Investment Corporation 1,437,900 $59,385,270
Other Financial—2.3%
Fannie Mae 1,370,000 $88,132,100
Medical Products—2.2%
Guidant Corporation (a) 2,671,100 $82,403,435
Pharmaceuticals—9.6%
Merck & Co., Inc. 1,500,000 $84,915,000
Abbott Laboratories 2,050,000 82,000,000
Bristol-Myers Squibb Company 3,450,000 79,867,500
Schering-Plough Corporation 3,225,000 71,595,000
Chiron Corporation (a) 1,274,000 47,902,400

366,279,900
Telecommunications—1.5%
Sprint Corporation 4,021,000 $58,224,080
Telecommunications Equipment—0.7%
Motorola, Inc. 2,975,000 $25,733,750
Computer Services—4.8%
First Data Corporation 2,365,500 $83,762,355
SunGard Data Systems, Inc. (a) 2,601,600 61,293,696
Electronic Data Systems Corporation 1,958,300 36,091,469

181,147,520
Computer Systems—1.0%
Sun Microsystems, Inc. (a) 12,500,000 $38,875,000
Office Equipment—1.5%
Xerox Corporation (a) 6,927,400 $55,765,570
Aerospace & Defense—2.9%
Honeywell International, Inc. 3,050,000 $73,200,000
The Boeing Company 1,125,000 37,113,750

110,313,750
Other Industrial Goods & Services—1.0%
Illinois Tool Works Inc. 604,200 $39,188,412
Waste Disposal—1.7%
Waste Management, Inc. 2,874,300 $65,878,956
Oil & Natural Gas—4.0%
ConocoPhillips 1,635,335 $79,133,860
Burlington Resources Inc. 1,671,100 71,272,415

150,406,275
Electric Utilities—2.0%
Duke Energy Corporation 2,520,000 $49,240,800
TXU Corp. 1,525,000 28,487,000

77,727,800
Total Common Stocks (Cost: $3,466,204,554) 3,444,094,470
Par Value

Short Term Investments—9.8%
U.S. Government Bills—6.8%
United States Treasury Bills, 1.175% -1.47%
due 1/2/2003 - 4/10/2003 $260,000,000 $259,632,406
Total U.S. Government Bills (Cost: $259,616,838) 259,632,406
Repurchase Agreements—3.0%
IBT Repurchase Agreement, 1.00% due 1/2/2003,
repurchase price $110,006,111 collateralized by
U.S. Government Agency Securities $110,000,000 $110,000,000
IBT Repurchase Agreement, 1.00% due 1/2/2003,
repurchase price $2,399,335 collateralized by a
U.S. Government Agency Security 2,399,201 2,399,201
Total Repurchase Agreement (Cost: $112,399,201) 112,399,201

Total Short Term Investments (Cost: $372,016,039) 372,031,607
Total Investments (Cost $3,838,220,593)—100.4% $3,816,126,077
Other Liabilities In Excess Of Other Assets—(0.4%) (15,606,770)

Total Net Assets—100% $3,800,519,307


(a) Non-income producing security.