THE OAKMARK FUND

Report from Bill Nygren and Kevin Grant,
Portfolio Managers

William C. Nygren photo Kevin Grant photo

THE VALUE OF A $10,000 INVESTMENT IN THE OAKMARK FUND FROM ITS INCEPTION (8/5/91) TO PRESENT (3/31/03) AS COMPARED TO THE STANDARD & POOR'S 500 INDEX4
chart
Average Annual Total Returns1
(as of 3/31/03)
Total Return
Last 3 Months*
1-year 5-year 10-year Since
Inception
(8/5/91)

Oakmark Fund -4.09% -21.19% -1.72% 10.05% 15.67%
S&P 500 -3.15% -24.76% -3.77% 8.53% 9.16%
Dow Jones Average11 -3.46% -21.39% -0.14% 11.10% 11.14%
Lipper Large Cap Value Index12 -4.88% -25.04% -3.50% 7.63% 8.62%

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 decreased in value by 4% last quarter. That loss was more than the 3% decline in the S&P 500 but less than most large-cap value funds. While the cumulative loss in the S&P 500 over the last three years is 41%, over those same three years, The Oakmark Fund has increased in value by 19%. Strict adherence to our business value based investment philosophy kept us from owning stocks hit hardest in this decline. Instead, we mostly owned stocks that benefited from a renewed focus on intrinsic value. Three years ago, the market was paying unusually large premiums for large-cap companies and for above-average growth companies. Today, after large price declines, those premiums have fallen sharply. For that reason, our new purchases have been concentrated in above-average growth large-cap stocks. Last quarter we added five new names—Anheuser-Busch is discussed below. Amerisource Bergen, Bank of New York, Baxter, and Diageo are discussed on our website (www.oakmark.com).

This Bud's for you—again!

We believe Anheuser-Busch (BUD-$47) is a great company! Over the past twenty years, BUD had only one down EPS13 year (and that was down 2%!) and compounded EPS growth at 12% per year. It has consistently gained share, and as the world's largest brewer, it enjoys the economies of scale that come from supplying 50% of the beer consumed in the United States. (Not to mention the credit deserved for producing such entertaining commercials!) Since late 2000, BUD's EPS have grown 30% and interest rates have come down; yet BUD's stock price has been flat. We own this great company—now selling below seventeen times next year's expected earnings—at about a market multiple. Long term holders may recall that this is BUD's second appearance in The Oakmark Fund, having previously been held in the mid-nineties. It was a very good holding then, but in hindsight, we should have never sold it! We feel fortunate to have the opportunity to now repurchase BUD.

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

THE OAKMARK FUND

Schedule of Investments—March 31, 2003 (Unaudited)

Name Shares Held Market Value

Common Stocks—92.3%
Food & Beverage—8.2%
General Mills, Inc. 1,605,000 $73,107,750
Kraft Foods Inc. 2,495,000 70,359,000
H.J. Heinz Company 2,310,000 67,452,000
Anheuser-Busch Companies, Inc. 1,000,000 46,610,000
Diageo plc (b) 1,100,000 45,232,000

302,760,750
Household Products—1.7%
The Clorox Company 1,390,200 $64,185,534
Other Consumer Goods & Services—7.1%
H&R Block, Inc. 3,029,300 $129,320,817
Fortune Brands, Inc. 1,745,600 74,833,872
Mattel, Inc. 2,599,800 58,495,500

262,650,189
Broadcasting & Programming—2.8%
Liberty Media Corporation, Class A (a) 7,849,400 $76,374,662
The Walt Disney Company 1,500,000 25,530,000

101,904,662
Building Materials & Construction—1.9%
Masco Corporation 3,733,000 $69,508,460
Cable Systems & Satellite TV—6.5%
AOL Time Warner Inc. (a) 6,867,700 $74,583,222
General Motors Corporation, Class H
(Hughes Electronics Corporation) (a) 6,100,000 68,320,000
EchoStar Communications Corporation (a) 2,275,000 65,702,000
Comcast Corporation, Special Class A (a) 1,050,000 28,864,500

237,469,722
Hardware—1.8%
The Black & Decker Corporation 1,922,200 $67,007,892
Publishing—3.1%
Gannett Co., Inc. 884,500 $62,295,335
Knight-Ridder, Inc. 916,000 53,586,000

115,881,335
Recreation & Entertainment—1.1%
Carnival Corporation 1,678,300 $40,463,813
Restaurants—4.3%
Yum! Brands, Inc (a) 3,509,000 $85,373,970
McDonald's Corporation 5,000,000 72,300,000

157,673,970
Retail—10.3%
The Home Depot, Inc. 3,581,500 $87,245,340
J.C. Penney Company, Inc. 4,052,900 79,598,956
The Kroger Co. (a) 5,290,000 69,563,500
Safeway Inc. (a) 3,327,000 62,980,110
The Gap, Inc. 3,576,700 51,826,383
Toys ‘R ' Us, Inc. (a) 3,125,000 26,156,250

377,370,539
Bank & Thrifts—6.8%
Washington Mutual, Inc. 3,937,300 $138,868,571
U.S. Bancorp 3,700,000 70,226,000
The Bank of New York Company, Inc. 2,100,000 43,050,000

252,144,571
Insurance—2.1%
MGIC Investment Corporation 1,937,900 $76,101,333
Other Financial—2.4%
Fannie Mae 1,370,000 $89,529,500
Health Care Services—1.0%
AmerisourceBergen Corp 700,000 $36,750,000
Medical Products—3.1%
Guidant Corporation (a) 1,571,700 $56,895,540
Baxter International Inc. 3,000,000 55,920,000

112,815,540
Pharmaceuticals—9.3%
Abbott Laboratories 2,050,000 $77,100,500
Merck & Co., Inc. 1,350,000 73,953,000
Bristol-Myers Squibb Company 3,450,000 72,898,500
Schering-Plough Corporation 3,925,000 69,982,750
Chiron Corporation (a) 1,299,000 48,712,500

342,647,250
Telecommunications—1.3%
Sprint Corporation 4,200,800 $49,359,400
Computer Services—3.7%
First Data Corporation 2,200,000 $81,422,000
SunGard Data Systems, Inc. (a) 2,601,600 55,414,080

136,836,080
Computer Systems—1.1%
Sun Microsystems, Inc. (a) 12,500,000 $40,750,000
Office Equipment—1.5%
Xerox Corporation (a) 6,267,400 $54,526,380
Aerospace & Defense—2.6%
Honeywell International, Inc. 3,050,000 $65,148,000
The Boeing Company 1,152,800 28,889,168

94,037,168
Other Industrial Goods & Services—1.0%
Illinois Tool Works Inc. 604,200 $35,134,230
Waste Disposal—1.9%
Waste Management, Inc. 3,274,300 $69,349,674
Oil & Natural Gas—4.1%
ConocoPhillips 1,435,335 $76,933,956
Burlington Resources Inc. 1,571,100 74,957,181

151,891,137
Electric Utilities—1.6%
Duke Energy Corporation 3,997,700 $58,126,558
Total Common Stocks (Cost: $3,500,853,706) 3,396,875,687
Par Value

Short Term Investments—7.5%
U.S. Government Bills—4.2%
United States Treasury Bills, 1.15% - 1.18%
due 4/10/2003 - 6/19/2003 $155,000,000 $154,779,993
Total U.S. Government Bills (Cost: $154,770,715) 154,779,993
Repurchase Agreements—3.3%
IBT Repurchase Agreement, 1.25% due 4/1/2003,
repurchase price $117,004,063 collateralized by
U.S. Government Agency Securities $117,000,000 $117,000,000
IBT Repurchase Agreement, 1.01% due 4/1/2003,
repurchase price $2,825,328 collateralized by a
U.S. Government Agency Security 2,825,249 2,825,249

Total Repurchase Agreement (Cost: $119,825,249) 119,825,249
Total Short Term Investments (Cost: $274,595,964) 274,605,242
Total Investments (Cost $3,775,449,670)—99.8% $3,671,480,929
Other Assets In Excess Of Other Liabilities—0.2% 7,432,939

Total Net Assets—100% $3,678,913,868


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

See accompanying notes to financial statements.