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 (9/30/03) AS COMPARED TO THE STANDARD & POOR'S 500 INDEX6
bar chart
Annual Average Total Returns1
(as of 9/30/03)
Total Return
Last 3 Months*
1-year 5-year 10-year Since
Inception
(8/5/91)

Oakmark Fund 0.33% 20.99% 5.11% 10.73% 16.50%
S&P 500 2.65% 24.40% 1.00% 10.04% 10.29%
Dow Jones Average9 3.91% 25.13% 5.32% 12.35% 12.12%
Lipper Large Cap Value Index10 1.95% 22.65% 2.00% 8.92% 9.78%

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 less than 1% last quarter bringing the fiscal year to a 21%increase. The quarter was disappointing relative to gains achieved in the market averages—the S&P 500 gained 3% and the NASDAQ7 added to its great year by rising another 10%. The technology stocks were very strong, and we own almost none of them. We maintain that their premium prices—particularly versus high quality non-technology stocks—are a result of overly positive investor sentiment rather than fundamental value. Even our one traditional technology holding, Sun Microsystems, was among our worst performers in the quarter. The reason Sun appeals to us—high book value, large cash balance, large sales base, high R&D spending—is of no interest to today's tech stock buyers that seem to focus only on earnings growth. Our pharmaceutical stocks also lost money in the quarter. We continue to believe that these companies have above-average futures and therefore deserve to sell at above-average multiples. Looking across our portfolio, we are generally very pleased with how the businesses are performing. That gives us confidence about the stocks as we look ahead to next year. During the quarter, we sold the Medco shares we received from the Merck spinoff and we added one new holding, AFLAC.

AFLAC INC. (AFL—$31)

We have been a fan of AFLAC since the duck made his television debut several years ago! Those funny commercials have not only brought many smiles, but have quickly made the AFLAC name one of the insurance industry's most recognized. AFLAC's strong track record during the 1990's, (20%compounded annual earnings growth), caused the stock to reach a high of $37 in 2000, which was over thirty times earnings. Despite achieving rapid growth in the US market, the majority of AFLAC's sales and income still comes from Japan where it is the leading provider of supplemental medical insurance. While growth has slowed in the US, profit growth in Japan remains robust. With projected growth "just" in the low teens, the stock fell below $30. Selling at less than half its peak P/E8 multiple, just over fourteen times our earnings estimate for next year, we believe AFLAC is another on our growing list of excellent businesses priced below the market multiple.

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—September 30, 2003

Name Shares Held Market Value

Common Stocks—91.7%
Food & Beverage—8.3%
General Mills, Inc. 1,805,000 $84,961,350
Kraft Foods Inc. 2,845,000 83,927,500
Diageo plc (b) 1,821,000 80,397,150
H.J. Heinz Company 2,310,000 79,186,800
Anheuser-Busch Companies, Inc. 1,400,000 69,076,000

397,548,800
Household Products—1.3%
The Clorox Company 1,390,200 $63,768,474
Other Consumer Goods & Services—6.3%
H&R Block, Inc. (c) 3,029,300 $130,714,295
Fortune Brands, Inc. 1,745,600 99,062,800
Mattel, Inc. 3,839,800 72,802,608

302,579,703
Broadcasting & Programming—2.2%
Liberty Media Corporation, Class A (a) 7,399,400 $73,772,018
The Walt Disney Company 1,500,000 30,255,000

104,027,018
Building Materials & Construction—1.8%
Masco Corporation 3,533,000 $86,487,840
Cable Systems & Satellite TV—6.1%
General Motors Corporation,
Class H (Hughes Electronics Corporation) (a) 6,100,000 $87,291,000
AOL Time Warner Inc. (a)(d) 5,727,700 86,545,547
EchoStar Communications Corporation (a) 2,075,000 79,410,250
Comcast Corporation, Special Class A (a) 1,300,000 38,402,000

291,648,797
Hardware—1.6%
The Black & Decker Corporation 1,922,200 $77,945,210
Motorcycles—1.6%
Harley-Davidson, Inc. 1,575,000 $75,915,000
Publishing—2.7%
Gannett Co., Inc. 884,500 $68,601,820
Knight-Ridder, Inc. 916,000 61,097,200

129,699,020
Recreation & Entertainment—1.2%
Carnival Corporation (e) 1,678,300 $55,199,287
Restaurants—4.7%
McDonald's Corporation 4,900,000 $115,346,000
Yum! Brands, Inc (a) 3,674,000 108,823,880

224,169,880
Retail—10.0%
The Home Depot, Inc. 3,281,500 $104,515,775
The Kroger Co. (a) 5,790,000 103,467,300
The Gap, Inc. 4,776,700 81,777,104
Safeway Inc. (a) 3,327,000 76,321,380
J.C. Penney Company, Inc. 3,502,900 74,856,973
Toys 'R' Us, Inc. (a)(c) 3,125,000 37,593,750

478,532,282
Bank & Thrifts—7.0%
Washington Mutual, Inc. 4,587,300 $180,602,001
U.S. Bancorp 3,700,000 88,763,000
The Bank of New York Company, Inc. 2,300,000 66,953,000

336,318,001
Insurance—3.2%
MGIC Investment Corporation 1,640,600 $85,426,042
AFLAC Incorporated 2,067,000 66,764,100

152,190,142
Other Financial—2.4%
Fannie Mae 1,670,000 $117,234,000
Health Care Services—1.1%
AmerisourceBergen Corp 1,000,000 $54,050,000
Medical Products—2.5%
Baxter International Inc. 2,500,000 $72,650,000
Guidant Corporation 956,700 44,821,395

117,471,395
Pharmaceuticals—8.5%
Bristol-Myers Squibb Company 3,750,000 $96,225,000
Merck & Co., Inc. 1,850,000 93,647,000
Abbott Laboratories 2,050,000 87,227,500
Schering-Plough Corporation 5,100,000 77,724,000
Chiron Corporation (a) 999,000 51,638,310

406,461,810
Telecommunications—1.8%
Sprint Corporation 5,741,800 $86,701,180
Computer Services—4.8%
First Data Corporation 2,513,800 $100,451,448
SunGard Data Systems, Inc. (a) 3,203,700 84,289,347
Automatic Data Processing, Inc. 1,200,000 43,020,000

227,760,795
Computer Systems—1.2%
Sun Microsystems, Inc. (a) 17,450,000 $57,759,500
Office Equipment—1.4%
Xerox Corporation (a) 6,472,400 $66,406,824
Aerospace & Defense—2.6%
Honeywell International, Inc. 3,250,000 $85,637,500
The Boeing Company 1,152,800 39,575,624

125,213,124
Other Industrial Goods & Services—0.8%
Illinois Tool Works Inc. 604,200 $40,034,292
Waste Disposal—1.9%
Waste Management, Inc. 3,474,300 $90,922,431
Oil & Natural Gas—3.2%
ConocoPhillips 1,435,335 $78,584,591
Burlington Resources, Inc. 1,571,100 75,727,020

154,311,611
Electric Utilities—1.5%
Duke Energy Corporation 3,997,700 $71,199,037
Total Common Stocks (Cost: $3,864,754,742) 4,391,555,453
Par Value

Short Term Investments—8.4%
U.S. Government Bills—5.0%
United States Treasury Bills, 0.845% - 0.93%
due 10/2/2003 - 11/28/2003 $240,000,000 $239,824,096
Total U.S. Government Bills (Cost: $239,816,491) 239,824,096
Repurchase Agreements—3.4%
IBT Repurchase Agreement, 0.95%
due 10/1/2003, repurchase price $160,004,222
collateralized by U.S. Government Agency Securities $160,000,000 $160,000,000
IBT Repurchase Agreement, 0.75%
due 10/1/2003, repurchase price $1,752,013
collateralized by a U.S. Government Agency Security 1,751,976 1,751,976
Total Repurchase Agreements (Cost: $161,751,976) 161,751,976
Total Short Term Investments (Cost: $401,568,467) 401,576,072
Total Investments (Cost $4,266,323,209)—100.1% $4,793,131,525
Other Liabilities In Excess Of Other Assets—(0.1%) (2,616,390)

Total Net Assets—100% $4,790,515,135


(a) Non-income producing security.
(b) Represents an American Depository Receipt.
(c) See footnote number five in the Notes to Financial Statements regarding transactions in securities of affiliated issuers.
(d) Effective October 16, 2003, AOL Time Warner Inc.changed its name to Time Warner Inc.
(e) Represents a foreign domiciled corporation.

See accompanying notes to financial statements.