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 (9/30/03) AS COMPARED TO THE LIPPER BALANCED FUND INDEX16
bar chart
Annual Average Total Returns1
(as of 9/30/03)
Total Return
Last 3 Months*
1-year 5-year Since
Inception
(11/1/95)

Oakmark Equity & Income Fund 2.01% 19.75% 13.25% 14.04%
S&P 5006 2.65% 24.40% 1.00% 8.75%
Lehman Govt./Corp. Bond17 -0.51% 6.51% 6.69% 7.40%
Lipper Balanced Fund Index 2.05% 17.19% 3.62% 7.37%

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

The rebound in the equity markets enabled The Oakmark Equity and Income Fund to deliver solid absolute returns in fiscal 2003. The result for the 12 months came in just shy of 20% despite earning a relatively quiet 2% in the recently ended September quarter. The outcome for the fiscal year compared favorably with the 17% that the Lipper Balanced Fund Index, our primary standard of comparison, registered. The quarter's result came in essentially equal with the Lipper Balanced Index.

The 20% return represents the second highest fiscal year return in the fund's history. While pleasing, it must be placed in context. The fiscal year began at the tail end of a major stock market decline. This decline had compressed valuations of equities, thereby creating numerous opportunities for our talented team of security analysts to exploit. In contrast, the bond market began the fiscal year in the late innings of a powerful upward thrust. Bonds lost momentum as the year progressed, and the summer witnessed what appears to be a change in direction to higher interest rates. The net result for the Fund was that the equities contributed a robust 35% return for the fiscal year while bonds came in at only 5%. Remember, however, that in the previous fiscal year it was bonds that dominated returns. It is this variability and unpredictability of markets that makes a balanced fund such as Oakmark Equity and Income a sensible investing plan for many investors.

The Return of the Bubble?

As noted above, stocks have enjoyed a strong resurgence over the last 12 months. Given the perilous state of world affairs, it is hardly surprising that many pundits believe that the stock market has outrun its fundamental support and have described the rally as a return to the overheated conditions that eventually ended the previous bull market. We share some of this skepticism concerning current levels of valuation and fret about the miserable insider selling statistics. We also observe that it is more difficult to identify compelling opportunities. Nevertheless, we recall that several of our investing progenitors taught us "the hardest time to invest is always right now." We might not like current valuations, but the market today has favorable attributes that were not present in the bubble and that make it a much better time to be an investor.

Highlights
  • Market variability and unpredictability makes balanced funds a sensible investing plan for most.
  • Despite less-attractive valuations, the market has favorable attributes not present in the late 90s.
  • In spite of dividend-tax changes, investors have not yet bid up prices of dividend-paying companies.

The most definitive evidence of the health and vigor of the 2003 stock market rally is the market's breadth. "Breadth" simply measures the proportion of stocks that are rising, without taking size or other factors into account. Strong market breadth statistics characterize long-lived market rallies, and this characteristic is definitely present currently: in the first nine months of 2003 more than 83% of the issues in the Russell 3000 Stock Index enjoyed price increases. The positive returns have not skipped specific sectors but have been spread across the entire market. While this outcome is not rare, it has been absent since 1997. In contrast, the 1998-'99 stock market saw a dwindling list of very large companies keep that bull market going. In 1999, for example, the popular stock market averages rose more than 20% even though the majority of stocks declined in price that year. This deterioration in market breadth presaged the 2000-'02 bear market.

Aside from the market's own internal characteristics, economic fundamentals also appear to be very supportive of the stock market. Fiscal and monetary stimulus is approaching record levels, productivity is achieving remarkable advances, and corporate profits are both growing rapidly and improving qualitatively. Interest rates, though off of their lows, remain moderate. To sum up, the market is high but probably deserves to be. And, while it feels to us that undervalued opportunities are scarce, the experience of the last decade teaches that the market will reward our patient search for value.

Dividends

Oakmark Equity and Income is a balanced fund seeking to provide its shareholders high current income as well as preservation and growth of capital. Given the fund's income objective, we were quite pleased earlier this year when the tax cut bill included a roughly 60% reduction in the rate of taxation on corporate dividends. For the next five years the maximum marginal tax rate for both dividends and capital gains will be 15%. This change in the law has already altered corporate behavior as companies that never before paid dividends (e.g. Microsoft) have initiated payouts while others that paid token dividends (e.g. Waste Management) have drastically increased their payout.

Given the fund's mandate to produce income for its shareholders, we have always studied the available universe to discover opportunities to enhance the fund's income generation. With the change in dividend taxes, we believed that our search for income would become more difficult as investors bid up the prices of dividend paying companies. To our surprise, this has not yet happened. In fact, throughout 2003, stocks of companies that do not pay dividends have trounced dividend payers in total return, and those companies that have instituted dividends have generally not seen much favorable impact on their share price.

Experience has taught us that restrictive investing guidelines reduce total returns to portfolios. Accordingly, we have not limited Oakmark Equity and Income to income-producing securities. Nevertheless, our search for value is well suited to identify companies with the potential for meaningful dividend increases. In particular, we seek out companies with substantial free cash flow—that is, cash flow after corporate activities such as capital spending, working capital, debt repayment, and acquisitions. While the stock market's short term reaction to the tax law change remains abstruse, we expect the combination of our investing approach and lower dividend taxes to enhance returns to our shareholders over time.

The last time that we wrote about dividends in a quarterly report was in January of 2000. We noted then that dividends generally correlate positively with total returns. In both 1999 and 2003 that correlation turned negative. Rather than merely whine about it, our best course of action is to take advantage of this sort of anomalous market behavior.

In closing, we thank our shareholders for their interest and support. As always, we welcome e-mailed questions or comments.

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

THE OAKMARK EQUITY AND INCOME FUND

Schedule of Investments—September 30, 2003

Name Shares Held Market Value

Equity and Equivalents—56.2%
Common Stocks—55.8%
Food & Beverage—4.6%
Diageo plc (b) 2,300,000 $101,545,000
Nestle SA (b) 1,200,000 69,170,400
Kraft Foods Inc. 1,000,000 29,500,000

200,215,400
Cable Systems & Satellite TV—2.1%
General Motors Corporation, Class H
(Hughes Electronics Corporation) (a) 6,356,200 $90,957,222
Hardware—0.7%
The Stanley Works 962,100 $28,401,192
Information Services—2.0%
Ceridian Corporation (a) 4,800,000 $89,376,000
Marketing Services—1.9%
The Interpublic Group of Companies, Inc. 5,750,000 $81,190,000
Restaurants—0.4%
Darden Restaurants, Inc. 1,000,000 $19,000,000
Retail—3.7%
Costco Wholesale Corporation (a) 2,200,000 $68,376,000
J.C. Penney Company, Inc. 3,000,000 64,110,000
Office Depot, Inc. (a) 2,230,000 31,331,500

163,817,500
Insurance—2.4%
SAFECO Corporation 2,900,000 $102,254,000
RenaissanceRe Holdings Ltd. (c) 100,000 4,563,000

106,817,000
Real Estate—0.4%
Hospitality Properties Trust 488,500 $17,136,580
Health Care Services—4.3%
Caremark Rx, Inc. (a) 4,250,000 $96,050,000
Cardinal Health, Inc. 1,600,000 93,424,000

189,474,000
Managed Care Services—2.4%
First Health Group Corp. (a)(d) 3,950,000 $103,292,500
Medical Centers—2.3%
Laboratory Corporation of America Holdings (a) 3,500,000 $100,450,000
Medical Products—1.7%
Apogent Technologies, Inc. (a) 2,264,400 $47,235,384
Techne Corporation (a) 750,000 23,842,500
Edwards Lifesciences Corporation (a) 100,000 2,708,000

73,785,884
Pharmaceuticals—3.0%
Watson Pharmaceuticals, Inc. (a) 2,550,000 $106,309,500
Abbott Laboratories 565,400 24,057,770

130,367,270
Computer Services—1.4%
Concord EFS, Inc. (a) 4,500,000 $61,515,000
Computer Software—3.9%
Synopsys, Inc. (a) 3,690,000 $113,541,300
Novell, Inc. (a) 8,000,000 42,640,000
Mentor Graphics Corporation (a) 800,000 14,024,000

170,205,300
Computer Systems—0.7%
The Reynolds and Reynolds Company, Class A 1,164,000 $32,068,200
Aerospace & Defense—4.2%
Rockwell Collins, Inc. 3,107,900 $78,474,475
General Dynamics Corporation 730,800 57,046,248
Honeywell International, Inc. 1,889,500 49,788,325

185,309,048
Agricultural Equipment—0.0%
Alamo Group, Inc. 141,900 $2,023,494
Diversified Conglomerates—1.3%
Textron, Inc. 1,400,100 $55,233,945
Instruments—1.2%
Varian, Inc. (a) 1,649,400 $51,659,208
Machinery & Industrial Processing—2.0%
Rockwell Automation, Inc. 2,075,000 $54,468,750
Cooper Industries, Ltd. 727,500 34,941,825

89,410,575
Agricultural Operations—1.9%
Monsanto Company 3,500,000 $83,790,000
Forestry Products—1.5%
Plum Creek Timber Company, Inc. 2,657,044 $67,595,199
Oil & Natural Gas—5.8%
Burlington Resources, Inc. 2,100,000 $101,220,000
XTO Energy, Inc. 4,499,933 94,453,594
St. Mary Land & Exploration Company 1,200,000 30,384,000
Cabot Oil & Gas Corporation 1,075,000 27,950,000
Cross Timbers Royalty Trust 33,295 699,195

254,706,789
Total Common Stocks (Cost: $2,080,904,989) 2,447,797,306
Par Value

Convertible Bonds—0.4%
Cable Systems & Satellite TV—0.4%
EchoStar Communications Corporation,
4.875% due 1/1/2007 $15,000,000 $15,281,250
Total Convertible Bonds (Cost: $12,744,913) 15,281,250
Total Equity And Equivalents (Cost: $2,093,649,902) 2,463,078,556
Shares Held

Fixed Income—33.4%
Preferred Stocks—0.0%
Bank & Thrifts—0.0%
Fidelity Capital Trust I, Preferred, 8.375% 43,500 $446,310
Telecommunications—0.0%
MediaOne Finance Trust III, Preferred, 9.04% 20,000 $502,600
Total Preferred Stocks (Cost: $935,000) 948,910
Par Value

Corporate Bonds—2.1%
Broadcasting & Programming—0.3%
Liberty Media Corporation, 8.25% due 2/1/2030, Debenture 12,900,000 $14,934,137
Building Materials & Construction—0.0%
Juno Lighting, Inc., 11.875% due 7/1/2009,
Senior Subordinated Note 750,000 $821,250
Cable Systems & Satellite TV—0.1%
CSC Holdings Inc., 7.875% due 12/15/2007 3,000,000 $3,067,500
Hotels & Motels—0.1%
HMH Properties, 7.875% due 8/1/2005, Senior Note Series A 2,960,000 $3,034,000
Park Place Entertainment, 7.00% due 7/15/2004, Senior Notes 2,750,000 2,822,187

5,856,187
Retail—0.5%
The Gap, Inc., 6.90% due 9/15/2007 9,187,000 $9,876,025
Toys 'R' Us, Inc., 7.875% due 4/15/2013 5,000,000 5,467,800
Rite Aid Corporation, 7.625% due 4/15/2005, Senior Notes 4,900,000 5,022,500
Ugly Duckling Corporation, 12.00% due 10/23/2003,
Subordinated Debenture 650,000 642,687

21,009,012
Health Care Services—0.5%
Omnicare, Inc., 6.125% due 6/1/2013 20,000,000 $19,600,000
Medical Products—0.0%
Apogent Technologies Inc., 144A, 6.50% due 5/15/2013 1,000,000 $1,025,000
Office Equipment—0.3%
Xerox Corporation, 7.125% due 6/15/2010 15,000,000 $14,887,500
Machinery & Industrial Processing—0.1%
Columbus McKinnon Corporation New York,
8.50% due 4/1/2008 3,000,000 $2,640,000
Other Industrial Goods & Services—0.2%
Sealed Air Corporation, 144A, 5.625% due 7/15/2013 8,300,000 $8,407,975
Electric Utilities—0.0%
Midland Funding Corporation, 11.75% due 7/23/2005 458,221 $498,315
Total Corporate Bonds (Cost: $87,298,047) 92,746,876
Government and Agency Securities—31.3%
Canadian Government Bonds—3.4%
Canada Government, 3.50% due 6/1/2004 100,000,000 $74,487,227
Canada Government, 3.00% due 12/1/2005 100,000,000 74,091,077

148,578,304
U.S. Government Notes—27.2%
United States Treasury Notes, 3.375% due 1/15/2007,
Inflation Indexed 247,224,840 $271,947,324
United States Treasury Notes, 5.75% due 11/15/2005 200,000,000 217,593,800
United States Treasury Notes, 1.625% due 1/31/2005 200,000,000 201,265,600
United States Treasury Notes, 1.50% due 7/31/2005 200,000,000 200,461,000
United States Treasury Notes, 1.50% due 2/28/2005 125,000,000 125,576,125
United States Treasury Notes, 1.875% due 9/30/2004 75,000,000 75,600,600
United States Treasury Notes, 1.625% due 4/30/2005 50,000,000 50,292,950
United States Treasury Notes, 1.25% due 5/31/2005 50,000,000 49,970,700

1,192,708,099
U.S. Government Agencies—0.7%
Federal Home Loan Mortgage Corporation,
3.75% due 11/26/2007 10,000,000 $10,041,380
Federal Home Loan Mortgage Corporation,
2.35% due 5/5/2008 7,100,000 7,147,187
Fannie Mae, 2.25% due 12/30/2008 6,975,000 6,901,281
Federal Home Loan Bank, 3.125% due 7/10/2009 4,000,000 3,897,568
Federal Home Loan Bank, 5.10% due 12/26/2006 2,035,000 2,053,584
Federal Home Loan Bank, 3.875% due 12/15/2004 1,000,000 1,029,836

31,070,836
Total Government and Agency Securities (Cost: $1,335,285,283) 1,372,357,239
Total Fixed Income (Cost: $1,423,518,330) 1,466,053,025
Short Term Investments—9.7%
U.S. Government Bills—7.5%
United States Treasury Bills, 0.765% - 0.925%
due 10/2/2003 - 12/26/2003 $330,000,000 $329,705,731
Total U.S. Government Bills (Cost: $329,700,153) 329,705,731
Repurchase Agreements—2.2%
IBT Repurchase Agreement, 0.95% due 10/1/2003,
repurchase price $92,002,428 collateralized by
U.S. Government Agency Securities $92,000,000 $92,000,000
IBT Repurchase Agreement, 0.75% due 10/1/2003,
repurchase price $1,457,275 collateralized by a
U.S. Government Agency Security 1,457,245 1,457,245
Total Repurchase Agreements (Cost: $93,457,245) 93,457,245
Total Short Term Investments (Cost: $423,157,398) 423,162,976
Total Investments (Cost $3,940,325,630)—99.3% $4,352,294,557
Contracts Held

Call Options Purchased—0.0%
Bank & Thrifts—0.0%
First Health Group Corp., January 30 Calls 420 $22,050
First Health Group Corp., October 30 Calls 170 2,550

24,600
Aerospace & Defense—0.0%
General Dynamics Corporation, November 80 Calls 2,548 $522,340
Total Call Options Purchased (Cost: $431,250)—0.0% $546,940
Other Assets In Excess Of Other Liabilities—0.7% 31,807,514

Total Net Assets—100% $4,384,649,011


(a) Non-income producing security.
(b) Represents an American Depository Receipt.
(c) Represents a foreign domiciled corporation.
(d) See footnote number five in the Notes to Financial Statements regarding transactions in securities of affiliated issuers.

See accompanying notes to financial statements.