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 (12/31/03) AS COMPARED TO THE STANDARD& POOR'S 500 INDEX5
bar chart
Annual Average Total Returns1
(as of 12/31/03)
Total Return
Last 3 Months*
1-year 5-year 10-year Since
Inception
(8/5/91)

Oakmark Fund 11.35% 25.30% 4.89% 10.91% 17.14%
S&P 500 12.18% 28.68% -0.57% 11.06% 11.09%
Dow Jones Average6 13.32% 28.21% 4.54% 13.06% 12.99%
Lipper Large Cap Value Index7 13.37% 28.00% 1.20% 10.05% 10.69%

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 11% last quarter, bringing the calendar year increase to 25%. The fund also ended 2003 at a new all-time high NAV8 (adjusted for dividends.) This accomplishment is especially significant when compared to the S&P 500, which remains 23% below its March 2000 peak. Our job satisfaction comes from making money for shareholders, which as our President's letter states, includes not only the two of us, but most of the employees of our company. It feels great to be able to say that each and every investor who has entrusted us with their capital now has a profit!

The magnitude of the fund's price increase in both the quarter and the year was due more to the strong market than to our stock selection. The S&P 500 increased by 12% in the quarter and 29% for the year. Returns of that magnitude are historically unusual, and we caution investors that long-term returns are likely to fall far short of that level. Although we continue to believe equities are likely to provide long-term returns that exceed bond returns, we expect mid-to-high single-digit annual returns rather than a continuation of the unusually strong 2003. As expected in such a broad, strong market, value investors like us found few new opportunities—our only portfolio addition last quarter was Kohl's Corporation.

Kohl's Corp. (KSS—$45)

Kohl's is a chain of specialty department stores that emphasizes value pricing, selling primarily apparel and housewares. Kohl's became a public company in 1992, and over the next ten years its EPS9 grew twelve-fold—a compound annual growth rate of 29%. Kohl's was a natural holding for growth stock portfolios, but the stock always sold at prices we felt fully recognized its great fundamental performance. The stock peaked at $79 in 2002, a price that equated to over 40 times earnings. Kohl's stumbled somewhat in 2003 and is expected to show little change from prior year earnings. Reasons include industry-wide weakness in women's sportswear and sharper competition from competitors, like Gap and JC Penney (both are also held in The Oakmark Fund). Kohl's stock fell nearly in half, hitting a low during the quarter of $42. Kohl's is now priced like an average company—about 18 times expected 2004 earnings. We are pleased to add this great company to our portfolio.

Best wishes,

William C. Nygren signature Kevin Grant signature
William C. Nygren, CFA
Portfolio Manager
bnygren@oakmark.com


Kevin G. Grant, CFA
Portfolio Manager
kgrant@oakmark.com


THE OAKMARK FUND

Schedule of Investments—December 31, 2003 (Unaudited)

Name Shares Held Market Value

Common Stocks—90.3%    
Food & Beverage—7.9%    
Diageo plc (b) 1,821,000 $96,258,060
Kraft Foods Inc. 2,845,000 91,665,900
Anheuser-Busch Companies, Inc. 1,600,000 84,288,000
H.J. Heinz Company 2,310,000 84,153,300
General Mills, Inc. 1,805,000 81,766,500

438,131,760
Household Products—1.2%    
The Clorox Company 1,390,200 $67,508,112
Other Consumer Goods & Services—6.4%    
H&R Block, Inc. 2,829,300 $156,658,341
Fortune Brands, Inc. 1,745,600 124,792,944
Mattel, Inc. 3,874,300 74,657,761

356,109,046
Broadcasting & Programming—2.4%    
Liberty Media Corporation, Class A (a) 8,399,400 $99,868,866
The Walt Disney Company 1,500,000 34,995,000

134,863,866
Building Materials & Construction—1.7%    
Masco Corporation 3,533,000 $96,839,530
Cable Systems & Satellite TV—5.4%    
Time Warner Inc. (a) 5,727,700 $103,041,323
Hughes Electronics Corporation (a) 5,021,618 83,107,778
EchoStar Communications Corporation (a) 2,075,000 70,550,000
Comcast Corporation, Special Class A (a) 1,300,000 40,664,000

297,363,101
Hardware—1.7%    
The Black & Decker Corporation 1,922,200 $94,802,904
Motorcycles—1.3%    
Harley-Davidson, Inc. 1,577,500 $74,978,575
Publishing—2.7%    
Gannett Co., Inc. 884,500 $78,862,020
Knight-Ridder, Inc. 916,000 70,870,920

149,732,940
Recreation & Entertainment—1.2%    
Carnival Corporation (c) 1,678,300 $66,678,859
Restaurants—4.5%    
Yum! Brands, Inc (a) 3,674,000 $126,385,600
McDonald's Corporation 4,900,000 121,667,000

248,052,600
Retail—10.6%    
The Home Depot, Inc. 3,281,500 $116,460,435
The Kroger Co. (a) 5,790,000 107,172,900
The Gap, Inc. 4,576,700 106,225,207
J.C. Penney Company, Inc. 3,377,900 88,771,212
Safeway Inc. (a) 3,327,000 72,894,570
Kohl's Corporation (a) 1,250,000 56,175,000
Toys ‘R' Us, Inc. (a) 3,125,000 39,500,000

587,199,324
Bank & Thrifts—6.8%    
Washington Mutual, Inc. 4,687,300 $188,054,476
U.S. Bancorp 3,700,000 110,186,000
The Bank of New York Company, Inc. 2,300,000 76,176,000

374,416,476
Insurance—3.2%    
MGIC Investment Corporation 1,840,600 $104,803,764
AFLAC Incorporated 2,067,000 74,784,060

179,587,824
Other Financial—2.3%    
Fannie Mae 1,670,000 $125,350,200
Health Care Services—1.0%    
AmerisourceBergen Corp 1,000,000 $56,150,000
Medical Products—2.2%    
Baxter International Inc. 2,500,000 $76,300,000
Guidant Corporation 756,700 45,553,340

121,853,340
Pharmaceuticals—8.7%    
Bristol-Myers Squibb Company 3,950,000 $112,970,000
Merck & Co., Inc. 2,350,000 108,570,000
Abbott Laboratories 2,300,000 107,180,000
Schering-Plough Corporation 5,625,000 97,818,750
Chiron Corporation (a) 929,900 52,995,001

479,533,751
Telecommunications—1.7%    
Sprint Corporation 5,741,800 $94,280,356
Computer Services—5.6%    
First Data Corporation 3,615,000 $148,540,350
SunGard Data Systems, Inc. (a) 3,203,700 88,774,527
Automatic Data Processing, Inc. 1,800,000 71,298,000

308,612,877
Computer Systems—1.4%    
Sun Microsystems, Inc. (a) 17,450,000 $78,350,500
Office Equipment—1.5%    
Xerox Corporation (a) 5,887,400 $81,246,120
Aerospace & Defense—2.8%    
Honeywell International, Inc. 3,250,000 $108,647,500
The Boeing Company 1,152,800 48,578,992

157,226,492
Other Industrial Goods & Services—0.9%    
Illinois Tool Works Inc. 604,200 $50,698,422
Waste Disposal—1.9%    
Waste Management, Inc. 3,474,300 $102,839,280
Oil & Natural Gas—3.3%    
ConocoPhillips 1,435,335 $94,114,916
Burlington Resources, Inc. 1,571,100 87,007,518

181,122,434
Total Common Stocks (Cost: $3,917,874,002) 5,003,528,689
Par Value

Short Term Investments—9.2%    
U.S. Government Bills—6.3%    
United States Treasury Bills, 0.895% - 0.93%    
due 1/8/2004 - 5/6/2004 $350,000,000 $349,495,829
Total U.S. Government Bills (Cost: $349,471,414) 349,495,829
Repurchase Agreements—2.9%    
IBT Repurchase Agreement, 0.85% due 1/2/2004,    
repurchase price $156,007,367 collateralized by    
U.S. Government Agency Securities $156,000,000 $156,000,000
IBT Repurchase Agreement, 0.75% due 1/2/2004,    
repurchase price $2,307,095 collateralized by a    
U.S. Government Agency Security 2,306,999 2,306,999
   
Total Repurchase Agreements (Cost: $158,306,999) 158,306,999
Total Short Term Investments (Cost: $507,778,413) 507,802,828
Total Investments (Cost $4,425,652,415)—99.5% $5,511,331,517
Other Assets In Excess Of Other Liabilities—0.5% 26,792,641
   
Total Net Assets—100% $5,538,124,158
   

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