N-30D 1 msi.htm ANNUAL REPORT Zurich Scudder Investments

[Montgomery Street Income Securities Logo]

Montgomery Street
Income Securities

Annual Report

December 31, 2002


Letter to Stockholders


101 California Street, Suite 4100
San Francisco, CA 94111
(800) 349-4281

Dear Stockholder:

The investments of Montgomery Street Income Securities, Inc. (the "fund") produced a total return based on net asset value (NAV) of 9.71% for the 12-month period ended December 31, 2002. The return of the fund's NYSE-traded shares for the same 12-month period was 10.12%.

The total NAV return of the fund slightly underperformed the unmanaged Lehman Brothers Aggregate Bond Index, a benchmark we use for comparative purposes, which posted a return of 10.25% for the year.1 The fund outperformed the average fund in the Lipper Corporate Debt Funds BBB-Rated Funds category for closed-end funds, which gained 7.53%, and finished third out of 15 funds in its category for the period. The fund beat its average over the three-, five-, and 10-year periods as well.2 The fund's market price stood at $19.02, compared with $18.53 at the close of 2001. The market price discount of the shares, as a percentage of NAV, was 2.1% on December 31. The fund paid a dividend of $0.34 on April 30, 2002, $0.33 on July 31, 2002, $0.32 on October 31, 2002, and $0.34 on December 31, 2002. The December dividend was greater than the October dividend because the year-end distribution included some income that had accumulated over the year. In addition, income earned from mortgage dollar rolls which was paid in 2002 is expected to moderate going forward.


1 The Lehman Brothers Aggregate Bond Index is an unmanaged index representing domestic taxable investment grade bonds, with index components for government and corporate securities, mortgage pass-through securities, and asset-backed securities with average maturities of one year or more.

2 The fund ranked 3, 3, 6 and 5 for the 1-, 3-, 5- and 10-year periods as of December 31, 2002. There were 15, 14, 14 and 14 funds, respectively, in Lispers Corporate Debt Funds BBB-Rated Funds category for closed-end funds. The Lipper BBB-Rated Corporate Debt Funds category includes funds that invest at least 65% of their assets in corporate and government debt issues rated in the top four grades. Performance includes reinvestment of dividends and capital gains and is no guarantee of future results. Source: Lipper Inc. as of December 31, 2002.

Economic Conditions and Market Performance

The year just past was a strong period for the bond market. The economic environment was marked by slow growth, tame core inflation and rising

US Treasury Yield Curve: Recent History

-- 12/31/02
- - - 12/31/01
msi_g10k30


Source: Bloomberg as of December 31, 2002

Performance is historical and does not guarantee future results.

unemployment. This combination allowed the Federal Reserve Board to maintain its low interest rate policy, keeping short-term rates at 1.75% until it cut rates a half point to 1.25% in November. Even more important for bonds, investors remained nervous about the investment backdrop. Corporate scandals and continued geopolitical instability kept market participants on edge throughout the year. This sparked a move out of stocks and into higher-quality investments.

Some corporate bonds struggled because of the large number of accounting scandals among high-profile issuers. The resulting series of credit "blowups" caused a series of huge names to see their ratings downgraded to high yield from investment grade. At $144 billion, the principal amount represented by these "fallen angels" in 2002 was 40% greater than the amount of downgrades to high yield for the entire decade of the 1990s. WorldCom and Qwest alone accounted for more than $35 billion worth of debt downgraded to high yield. It is little wonder, therefore, that investors' risk appetite disappeared. In fact, corporates underperformed Treasuries by an unprecedented 500 basis points (one-hundredths of a percentage point) between June and mid-October. Confidence returned in the later part of the year, however, as market participants were encouraged by the Fed rate cut, the Republican election victory and, within the corporate bond market, HSBC's purchase of Household International. When the dust settled at year-end, corporate bonds had underperformed Treasuries by 187 basis points following an extremely volatile year.

The unprecedented volatility in corporates left investors seeking "spread" - or excess yield in relation to Treasuries - in less credit-sensitive sectors. Government agency bonds and commercial mortgage-backed securities performed extremely well as a result. However, the asset-backed sector suffered versus Treasuries.

Portfolio Shifts Designed to Help Manage Risk

Since the new investment team took over as managers of the portfolio in April 2002, several changes have been made to the fund. First, we instituted a systematic investment process that emphasizes individual security selection and risk management. As part of this approach, we avoid making "bets" on broader factors such as the direction of interest rates. Second, we raised the overall quality of the portfolio. We achieved this goal by reducing its weighting in corporate bonds and raising its position in Treasuries and mortgage-backed securities. Third, we increased the number of individual holdings within the corporate portion of the portfolio and eliminated the positions we viewed as being higher risk. The goal of these shifts was to deliver a more consistent performance over time by investing in securities that we believe offer the most favorable trade-off of risk and return potential.

These changes were a positive for the fund's full-year results. During a period in which higher-quality securities outperformed those of lower quality, our shifts positioned the fund in the better-performing areas of the market. However, the portfolio changes were not designed to boost short-term results, but to better manage the fund's risk. We believe a focus on individual security selection, diversification and risk management will prove beneficial to the fund's returns - on both an absolute and a relative basis - over time.

Sector Distribution


msi_pie20

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[]

[]

[]

[]

[]

[]

[]

Corporate
Agency
Treasury
Asset-Backed
Foreign
Mortgage
Municipal
Cash Equivalents*
44.3%
42.8%
18.4%
9.2%
6.0%
2.2%
2.1%

-25.0%



As of December 31, 2002.

Holdings are subject to change.

* Cash Equivalents includes other assets and liabilities, net.

Quality Distribution


msi_pie10

[]

[]

[]

[]

[]

[]

Cash Equivalents*
Government/ Agency
AAA
AA
A
BBB

-25.0%


70.6%

17.1%
4.3%
11.9%
21.1%


As of December 31, 2002.

Quality distribution is subject to change.

* Cash Equivalents includes other assets and liabilities, net.

Fund Positioning

The fund's largest sector weighting was in corporate bonds (which includes high-yield issues), at 44.30% of assets on December 31, 2002. In comparison, the position in corporates stood at 61.86% of assets when we assumed management duties in April. Although we gradually trimmed the portfolio's weighting in this area throughout the year, we began to rebuild it when the relative value of the sector became more attractive following its summer sell-off. Since we took over the fund, investments in high-yield bonds increased. The fund's high-yield holdings are also now much more diversified among individual issues.

As we trimmed the fund's weighting in corporate bonds, we made a corresponding increase to its position in mortgage-backed securities. This shift provided a significant boost to performance, given that mortgages outperformed corporate bonds by a wide margin in 2002. The portfolio created leverage by "rolling forward" mortgage-backed pass-thru securities, a transaction by which the fund, in effect, borrowed cash on a collateralized basis to be reinvested for the benefit of the portfolio. Given the steep yield curve, it was possible to borrow at low rates - sometimes as low as 0% to 1% - and invest in longer-term bonds offering higher rates. Our ability to benefit from this significant "spread" helped boost the fund's income. We intend to maintain this strategy, as long as it continues to generate attractive income for the fund. However, we may look to decrease the fund's weighting in mortgage-backed securities, given the strong performance of the sector in 2002.

Outlook

As we move into 2003, a number of imponderables face us. While the bulk of the crisis in corporate governance is likely behind us, it may not be complete. And, we are faced with other difficult macro economic issues - the potential conflict with Iraq, terrorism, a tenuous economy, and the possibility of deflation, etc. Yet our style is such that we avoid trying to predict these larger issues but rather focus on individual security research and risk management. We believe that this approach will help the fund produce competitive performance in any environment.

Thank you for being a stockholder.

Sincerely,

/s/ Robert S. Cessine

Richard T. Hale
President

Gary W. Bartlett
Portfolio Manager

Christopher Gagnier
Portfolio Manager


The views expressed in this report reflect those of the portfolio managers only through the end of the period of the report as stated on the cover. The managers' views are subject to change at any time, based on market and other conditions and should not be construed as a recommendation.

This report is sent to stockholders of Montgomery Street Income Securities, Inc. for their information. It is not a prospectus, circular, or representation intended for use in the purchase or sale of shares of the Fund or of any securities mentioned in the report.



Other Information


Limited Share Repurchases

The fund is authorized to repurchase a limited number of shares of the fund's common stock from time to time when the shares are trading at less than 95 percent of their NAV. Repurchases are limited to a number of shares each calendar quarter approximately equal to the number of new shares issued under the fund's Dividend Reinvestment and Cash Purchase Plan with respect to income earned for the second preceding calendar quarter. There were no shares repurchased during the fourth quarter of 2002. Up to 14,000 shares may be repurchased during the first quarter of 2003.

Dividend Reinvestment and Cash Purchase Option

The fund maintains an optional Dividend Reinvestment and Cash Purchase Plan (the "Plan") for the automatic reinvestment of your dividends and capital gain distributions in the shares of the fund. Stockholders who participate in the Plan can also purchase additional shares of the fund through the Plan's voluntary cash investment feature. We recommend that you consider enrolling in the Plan to build your investment. The Plan's features, including the voluntary cash investment feature, are described beginning on page 33 of this report.

Election of Officer

On February 26, 2003, the Board elected Charles A. Rizzo as treasurer and chief financial officer of the fund, succeeding Gary L. French and John R. Hebble.

Portfolio Management Team

Effective as of April 8, 2002, Deutsche Asset Management's Active Fixed Income team assumed responsibility for the management of the fund. Gary W. Bartlett and J. Christopher Gagnier were appointed as portfolio managers of the fund. Mr. Bartlett joined Deutsche Asset Management in 1992, having spent the previous seven years as an analyst and fixed income portfolio manager at PNC Financial. Mr. Gagnier joined Deutsche Asset Management in 1997, with 17 years of experience in fixed income investments at Paine Webber and in corporate lending at Chicago's Continental Bank. Both Mr. Bartlett and Mr. Gagnier are Managing Directors of Deutsche Asset Management.

Appointment of Sub-Transfer Agent

Pursuant to a sub-transfer agency agreement between Scudder Investments Service Company ("SISC") and DST Systems, Inc. ("DST"), SISC has delegated certain transfer agent and dividend paying agent functions to DST. The costs and expenses of such delegation are borne by SISC, not by the fund.


Investment Objectives


Investment Objectives

Your fund is a closed-end diversified management investment company registered under the Investment Company Act of 1940, investing and reinvesting its assets in a portfolio of selected securities. The fund's primary investment objective is to seek as high a level of current income as is consistent with prudent investment risks, from a diversified portfolio primarily of debt securities. Capital appreciation is a secondary objective.

Principal Investment Policies

Effective July 31, 2002

Investment of your fund is guided by the following principal investment policies:

Under normal circumstances, the fund will invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in income producing securities.1

At least 70% of total assets must be invested in: straight debt securities (other than municipal securities) rated within the four highest grades assigned by Moody's Investors Service, Inc. or Standard & Poor's Corporation; bank debt of comparable quality; US government or agency securities; commercial paper; cash; cash equivalents; or Canadian government, provincial, or municipal securities (not in excess of 25% of total assets).

Up to 30% of total assets (the "30% basket") may be invested in US or foreign securities that are straight debt securities, whether or not rated, convertible securities, preferred stocks, or dividend-paying utility company common stock.

Not more than 25% of total assets may be invested in securities of any one industry (neither utility companies as a whole nor finance companies as a whole are considered an "industry" for the purposes of this limitation).


1 The Board will provide stockholders with at least 60 days' notice prior to making any changes to this 80% investment policy.

Not more than 5% of total assets may be invested in securities of any one issuer, other than US government or agency securities.

The fund may invest money pursuant to repurchase agreements so long as the fund is initially wholly secured with collateral consisting of securities in which the fund can invest under its investment objectives and policies. In addition, investment in repurchase agreements must not, at the time of any such loan, be as a whole more than 20% - and be as to any one borrower more than 5% - of the fund's total assets.

The fund may loan portfolio securities so long as the fund is continuously secured by collateral at least equal to the market value of the securities loaned. In addition, loans of securities must not, at the time of any such loan, be as a whole more than 10% of the fund's total assets.

The fund may borrow funds to purchase securities, provided that the aggregate amount of such borrowings may not exceed 30% of the fund's assets (including aggregate borrowings), less liabilities (excluding such borrowings).

The fund may enter into forward foreign currency sale contracts to hedge portfolio positions, provided, among other things, that such contracts have a maturity of one year or that at the time of purchase, the fund's obligations under such contracts do not exceed either the market value of portfolio securities denominated in the foreign currency or 15% of the fund's total assets.

Subject to adoption of Board guidelines, the fund may enter into interest rate futures contracts and purchase or write options on interest rate futures contracts, provided, among other things, that the fund's obligations under such instruments may not exceed the market value of the fund's assets not subject to the 30% basket.


Investment Portfolio as of December 31, 2002

The accompanying notes are an integral part of the financial statements.



Principal Amount ($)

Value ($)



Corporate Bonds 44.3%

Consumer Discretionary 6.2%
American Achieve Corp., 11.625%, 1/1/2007
115,000
122,044
Ameristar Casino, Inc., 10.75%, 2/15/2009
70,000
76,650
Boyd Gaming Corp., 7.75%, 12/15/2012
60,000
58,725
Buffets, Inc., 11.25%, 7/15/2010
55,000
51,975
Circus & Eldorado, 10.125%, 3/1/2012
120,000
118,200
Clear Channel Communication, Inc., 8.0%, 11/1/2008
85,000
92,756
Comcast Cable Communications, 6.375%, 1/30/2006
750,000
784,718
Cox Communications, Inc., 7.5%, 8/15/2004
1,000,000
1,062,503
CSC Holdings, Inc., 7.875%, 12/15/2007
275,000
264,344
DIMON, Inc.:


8.875%, 6/1/2006

160,000
162,000

Series B, 9.625%, 10/15/2011

345,000
364,838
EchoStar Communications Corp.:


9.25%, 2/1/2006

285,000
298,538

9.375%, 2/1/2009

80,000
84,600
Gap, Inc., 5.625%, 5/1/2003
105,000
105,263
Herbst Gaming, Inc., 10.75%, 9/1/2008
95,000
99,275
Hilton Hotels Corp.:


7.625%, 12/1/2012

150,000
151,478

8.25%, 2/15/2011

450,000
470,726
Hines Horticulture, Inc., Series B, 12.75%, 10/15/2005
75,000
78,750
International Game Technology, 8.375%, 5/15/2009
1,500,000
1,665,000
Jacobs Entertainment Co., 11.875%, 2/1/2009
65,000
67,275
Lennar Corp., 9.95%, 5/1/2010
240,000
261,600
Levi Strauss & Co., 12.25%, 12/15/2012
50,000
49,000
MDC Holdings, Inc., 7.0%, 12/1/2012
90,000
86,850
MGM Mirage, Inc., 8.5%, 9/15/2010
520,000
574,600
Mothers Work, Inc., 11.25%, 8/1/2010
70,000
74,550
News America Holdings, Inc., 9.25%, 2/1/2013
700,000
844,038
Park Place Entertainment, Inc., 8.5%, 11/15/2006
2,500,000
2,657,928
Primedia, Inc., 7.625%, 4/1/2008
105,000
93,450
Renaissance Media Group, Step-up Coupon, 0% to 4/15/2003, 10.0% to 4/15/2008
170,000
134,300
Rogers Cablesystems Ltd., 10.0%, 3/15/2005
55,000
56,650
Scientific Games Corp., 12.5%, 8/15/2010
72,000
81,000
Sinclair Broadcast Group, Inc., 8.75%, 12/15/2011
310,000
333,638
Six Flags, Inc., Step-up Coupon, 0% to 4/1/2003, 10.0% to 4/1/2008
225,000
217,688
Sonic Automotive, Inc., 11.0%, 8/1/2008
255,000
260,100
Starwood Hotels Resorts, 7.375%, 5/1/2007
250,000
245,625
Transwestern Publishing, Series B, 11.875% to 11/15/2008
77,000
81,428
Turning Stone Casino Entertainment, 9.125%, 12/15/2010
50,000
51,125
USA Interactive, 7.0%, 1/15/2013
50,000
51,701
Wheeling Island Gaming, Inc., 10.125%, 12/15/2009
150,000
154,500
Yum! Brands, Inc., 7.7%, 7/1/2012
75,000
78,000

12,567,429

Consumer Staples 0.6%
Agrilink Foods, Inc., 11.875%, 11/1/2008
265,000
284,213
Del Monte Corp., 8.625%, 12/15/2012
50,000
51,000
Delhaize America, Inc., 8.125%, 4/15/2011
50,000
48,375
Elizabeth Arden, Inc., Series B, 11.75%, 2/1/2011
100,000
103,000
Fleming Companies, Inc.:


9.25%, 6/15/2010

105,000
82,425

10.125%, 4/1/2008

190,000
163,400
Service Corp. International, 7.7%, 4/15/2009
315,000
294,525
Stater Brothers Holdings, Inc., 10.75%, 8/15/2006
210,000
213,150
Swift & Co., 10.125%, 10/1/2009
50,000
47,250

1,287,338

Energy 5.3%
Avista Corp., 9.75%, 6/1/2008
440,000
434,500
Chesapeake Energy Corp.:


8.125%, 4/1/2011

120,000
123,600

9.0%, 8/15/2012

160,000
169,600
Devon Energy Corp., 7.95%, 4/15/2032
2,030,000
2,440,482
Firstenergy Corp.:


Series A, 5.5%, 11/15/2006

2,000,000
2,011,294

Series B, 6.45%, 11/15/2011

55,000
54,716
Louis Dreyfus Natural Gas Corp., 9.25%, 6/15/2004
2,000,000
2,146,374
Newpark Resources, Inc., 8.625%, 12/15/2007
60,000
57,300
Panhandle Eastern Pipe Line:


7.2%, 8/15/2024

60,000
51,804

7.95%, 3/15/2023

50,000
45,158
Parker Drilling Co., Series B, 10.125%, 11/15/2009
170,000
175,100
Pioneer Natural Resources Co.:


6.5%, 1/15/2008

75,000
77,052

7.5%, 4/15/2012

50,000
54,064
Plains All American Pipeline, 7.75%, 10/15/2012
50,000
52,000
Pride International, Inc., 10.0%, 6/1/2009
95,000
102,600
Sempra Energy, 7.95%, 3/1/2010
1,680,000
1,915,652
Stone Energy Corp., 8.75%, 9/15/2007
145,000
150,800
Westar Energy, Inc., 7.875%, 5/1/2007
255,000
258,188
Western Resources, Inc., 9.75%, 5/1/2007
50,000
45,500
Westport Resources Corp., 8.25%, 11/1/2011
270,000
283,500

10,649,284

Financials 15.3%
CitiFinancial, 8.7%, 6/15/2009
1,000,000
1,242,119
Citigroup, Inc., 6.875%, 2/15/2098
1,675,000
1,821,544
Corrections Corp. of America, 9.875%, 5/1/2009
135,000
143,100
Enterprise Rent-A-Car USA Finance Co., 7.35%, 6/15/2008
1,975,000
2,223,787
ERP Operating LP, 7.57%, 8/15/2026
3,000,000
3,331,449
Ford Motor Credit Co., 6.875%, 2/1/2006
2,000,000
2,003,504
General Electric Capital Corp.:


5.45%, 1/15/2013

1,500,000
1,558,104

6.0%, 6/15/2012

235,000
253,724

8.5%, 7/24/2008

1,600,000
1,954,154
General Motors Acceptance Corp.:


5.25%, 5/16/2005

1,555,000
1,560,415

8.0%, 11/1/2031

1,500,000
1,508,168
Household Finance Corp.:


6.375%, 11/27/2012

75,000
78,295

6.4%, 6/17/2008

921,000
982,097

6.5%, 1/24/2006

475,000
505,838

7.35%, 11/27/2032

50,000
53,896
HSBC Holdings, Inc., 5.25%, 12/12/2012
1,205,000
1,235,100
LaBranche & Co., Inc., 12.0%, 3/2/2007
210,000
234,150
NiSource Finance Corp., 7.5%, 11/15/2003
1,600,000
1,612,624
Ohio National Life Insurance, 8.5%, 5/15/2026
755,000
825,291
Pemex Project Funding Master Trust, 8.5%, 2/15/2008
1,896,000
2,114,040
PNC Funding Corp., 5.75%, 8/1/2006
2,000,000
2,140,906
Provident Co., Inc., 7.0%, 7/15/2018
245,000
217,287
R.H. Donnelly Finance Corp.:


8.875%, 12/15/2010

50,000
53,500

10.875%, 12/15/2012

125,000
136,250
UnumProvident Corp., 7.375%, 6/15/2032
125,000
105,333
Verizon Global Funding Corp., 7.25%, 12/1/2010
1,650,000
1,875,278
Wells Fargo & Co., 7.55%, 6/21/2010
800,000
952,027
Xerox Credit Corp., 7.0%, 6/9/2003
50,000
49,000

30,770,980

Health Care 1.4%
Amerisourcebergen Corp., 7.25%, 11/15/2012
70,000
71,750
Health Care Service Corp., 7.75%, 6/15/2011
1,660,000
1,812,232
HealthSouth Corp.:


7.0%, 6/15/2008

100,000
82,000

7.625%, 6/1/2012

570,000
470,250
Insight Health Services, Series B, 9.875%, 11/1/2011
50,000
48,000
Omnicare, Inc., Series B, 8.125%, 3/15/2011
50,000
53,500
Radiologix, Inc., 10.5%, 12/15/2008
140,000
109,200
Tenet Healthcare Corp., 6.375%, 12/1/2011
85,000
76,500

2,723,432

Industrials 5.9%
Allied Waste North America, Inc.:


Series B, 7.625%, 1/1/2006

185,000
184,075

Series B, 8.5%, 12/1/2008

330,000
331,650

9.25%, 9/1/2012

75,000
76,875

Series B, 10.0%, 8/1/2009

200,000
198,500
AutoNation, Inc., 9.0%, 8/1/2008
210,000
212,100
Avis Group Holdings, Inc., 11.0%, 5/1/2009
460,000
503,700
Collins & Aikman Products:


10.75%, 12/31/2011

65,000
61,913

11.5%, 4/15/2006

90,000
75,600
CP Ships Ltd., 10.375%, 7/15/2012
110,000
115,500
Dana Corp.:


9.0%, 8/15/2011

65,000
62,725

10.125%, 3/15/2010

185,000
187,313
Delta Air Lines, Inc., Series 02-1, 6.417%, 7/2/2012
1,510,000
1,598,422
DR Horton, Inc., 7.5%, 12/1/2007
60,000
58,800
Equistar Chemicals LP:


8.75%, 2/15/2009

800,000
700,000

10.125%, 9/1/2008

95,000
86,450
Flowserve Corp., 12.25%, 8/15/2010
65,000
70,850
Goodyear Tire & Rubber Co., 7.857%, 8/15/2011
225,000
168,498
Hercules, Inc., 11.125%, 11/15/2007
225,000
250,875
Hornbeck Offshore Services, Inc., 10.625%, 8/1/2008
50,000
52,750
ISP Chemco, Inc., Series B, 10.25%, 7/1/2011
285,000
294,975
K&F Industries, 9.625%, 12/15/2010
60,000
61,050
Kansas City Southern Railway:


7.5%, 6/15/2009

295,000
311,225

9.5%, 10/1/2008

125,000
137,656
Knoll, Inc., 10.875%, 3/15/2006
50,000
47,500
Metaldyne Corp., 11.0%, 6/15/2012
65,000
53,300
Millennium America, Inc.:


7.0%, 11/15/2006

460,000
444,475

9.25%, 6/15/2008

585,000
609,863
Petroleum Helicopters, Inc., Series B, 9.375%, 5/1/2009
50,000
52,563
Phelps Dodge Corp., 8.75%, 6/1/2011
220,000
227,619
Raytheon Co., 8.2%, 3/1/2006
990,000
1,112,291
Resolution Performance Products LLC, 13.5%, 11/15/2010
115,000
121,325
SPX Corp., 7.5%, 1/1/2013
115,000
116,581
Systems 2001 Asset Trust LLC "G", Series 2001, 6.664%, 9/15/2013
1,754,600
1,890,931
Terex Corp., 8.875%, 4/1/2008
100,000
90,125
Toll Corp., 8.0%, 5/1/2009
280,000
280,000
Trico Marine Services, 8.875%, 5/15/2012
85,000
78,625
United Rentals, Inc.:


Series B, 9.0%, 4/1/2009

65,000
51,838

9.25%, 1/15/2009

55,000
44,963

10.75%, 4/15/2008

225,000
223,875
Weyerhaeuser Co., 7.375%, 3/15/2032
300,000
325,358
Xerox Corp.:


5.5%, 11/15/2003

55,000
53,625

9.75%, 1/15/2009

275,000
264,000

11,890,359

Information Technology 0.5%
Computer Associates, Inc.:


Series B, 6.375%, 4/15/2005

195,000
189,150

Series B, 6.5%, 4/15/2008

60,000
56,850
Motorola, Inc.:


7.625%, 11/15/2010

50,000
51,188

8.0%, 11/1/2011

50,000
51,750
Sanmina-Sci Corp., 10.375%, 1/15/2010
140,000
141,400
Seagate Technology Holdings, 8.0%, 5/15/2009
170,000
175,950
Solectron Corp.:


7.375%, 3/1/2006

55,000
51,150

9.625%, 2/15/2009

200,000
195,000

912,438

Materials 3.6%
Abitibi-Consolidated Finance, 7.875%, 8/1/2009
55,000
58,343
Caraustar Industries, Inc., 7.375%, 6/1/2009
55,000
55,125
Dex Media East LLC:


9.875%, 11/15/2009

180,000
192,600

12.125%, 11/15/2012

200,000
221,500
Dow Chemical Co.:


6.0%, 10/1/2012

735,000
751,174

7.0%, 8/15/2005

425,000
462,037
Ferro Corp., 9.125%, 1/1/2009
50,000
52,777
Fibermark, Inc., 10.75%, 4/15/2011
125,000
126,250
Georgia-Pacific Corp., 8.125%, 5/15/2011
770,000
731,500
Greif Brothers Corp., 8.875%, 8/1/2012
295,000
312,700
IMC Global, Inc., 10.875%, 6/1/2008
95,000
103,075
International Paper Co., 8.125%, 7/8/2005
700,000
783,508
Louisiana Pacific Corp., 10.875%, 11/15/2008
80,000
86,000
Lyondell Chemical Co.:


9.5%, 12/15/2008

240,000
223,200

10.875%, 5/1/2009

50,000
42,750
Owens-Brockway Glass Container:


8.75%, 11/15/2012

50,000
50,750

8.875%, 2/15/2009

300,000
309,000
Owens-Illinois, Inc.:


7.5%, 5/15/2010

55,000
50,600

7.85%, 5/15/2004

50,000
49,375
Perkinelmer, Inc., 8.875%, 1/15/2013
50,000
49,250
Schuler Homes, Inc., 9.375%, 7/15/2009
485,000
494,700
Weyerhaeuser Co., 5.95%, 11/1/2008
1,895,000
2,022,903

7,229,117

Telecommunication Services 1.7%
AT&T Wireless Services, Inc., 8.125%, 5/1/2012
230,000
231,150
Avaya, Inc., 11.125%, 4/1/2009
265,000
239,825
Nextel Communications, Inc., 9.375%, 11/15/2009
280,000
253,400
Qwest Corp.:


5.625%, 11/15/2008

570,000
484,500

8.875%, 3/15/2012

50,000
48,500
Sprint Capital Corp.:


5.7%, 11/15/2003

2,000,000
1,990,000

6.125%, 11/15/2008

130,000
118,300
US West Communication, Inc., 7.25%, 9/15/2025
100,000
79,000

3,444,675

Utilities 3.8%
Cincinnati Gas & Electric Co., 5.7%, 9/15/2012
2,000,000
2,050,098
CMS Energy Corp., 8.5%, 4/15/2011
190,000
165,300
Consolidated Edison, Inc., 8.125%, 5/1/2010
1,115,000
1,362,822
Consumers Energy Co.:


6.25%, 9/15/2006

1,570,000
1,544,181

6.375%, 2/1/2008

50,000
48,468
Kinder Morgan, Inc., 6.5%, 9/1/2012
1,000,000
1,045,070
Progress Energy, Inc., 6.75%, 3/1/2006
1,050,000
1,127,771
Public Service Co. of Colorado, 7.875%, 10/1/2012
140,000
156,281
Southwestern Public Service Co., Series A, 6.2%, 3/1/2009
50,000
47,838
TNP Enterprises, Inc., Series B, 10.25%, 4/1/2010
100,000
94,000

7,641,829

Total Corporate Bonds (Cost $85,437,972)

89,116,881


Foreign Bonds - US$ Denominated 6.0%

Acetex Corp., 10.875%, 8/1/2009
75,000
79,500
Bluewater Finance Ltd., 10.25%, 2/15/2012
85,000
83,300
British Sky Broadcasting PLC, 6.875%, 2/23/2009
800,000
818,000
Comcast UK Cable Partners Ltd., 11.2%, 11/15/2007
1,855,000
1,307,775
Conproca SA de CV, 12.0%, 6/16/2010
100,000
123,000
Corp Durango SA, 13.75%, 7/15/2009
50,000
17,500
Fage Dairy Industry SA, 9.0%, 2/1/2007
140,000
131,600
Gruma SA de CV, 7.625%, 10/15/2007
50,000
49,000
Grupo Transportacion Ferroviaria Mexicana SA de CV, 12.5%, 6/15/2012
330,000
333,300
Hurricane Hydrocarbons Ltd., 12.0%, 8/4/2006
145,000
147,175
Innova S de R.L., 12.875%, 4/1/2007
100,000
87,000
Intrawest Corp., 10.5%, 2/1/2010
50,000
52,500
Luscar Coal Ltd., 9.75%, 10/15/2011
50,000
53,563
PacifiCorp Australia LLC, 6.15%, 1/15/2008
1,000,000
1,104,932
Pemex Project Funding Master Trust, 9.125%, 10/13/2010
75,000
85,875
PTC International Finance II SA, 11.25%, 12/1/2009
190,000
201,400
Republic of Turkey, 11.5%, 1/23/2012
125,000
128,750
Royal Bank of Scotland Group PLC, 9.118%, 3/31/2049
1,200,000
1,471,524
Royal Caribbean Cruises Ltd., 8.75%, 2/2/2011
415,000
385,950
Russian Federation, 5.0%, 3/31/2030
75,000
59,531
Sappi Papier Holding AG:


6.75%, 6/15/2012

855,000
937,079

7.5%, 6/15/2032

470,000
528,052
Stagecoach Holdings PLC, 8.625%, 11/15/2009
425,000
409,700
Stena AB:


8.75%, 6/15/2007

95,000
95,119

9.625%, 12/1/2012

200,000
206,500
Telus Corp., 8.0%, 6/1/2011
145,000
139,200
TFM SA de CV, 11.75%, 6/15/2009
260,000
254,800
Tyco International Group SA:


5.8%, 8/1/2006

925,000
874,125

6.125%, 11/1/2008

1,470,000
1,374,450

6.375%, 10/15/2011

230,000
215,050
Vicap SA, 11.375%, 5/15/2007
265,000
238,500
Total Foreign Bonds - US$ Denominated (Cost $12,089,318)

11,993,750


Convertible Bonds 0.1%

DIMON, Inc., 6.25%, 3/31/2007
110,000

99,000

Solectron Corp., Zero Coupon, 11/20/2020
60,000

30,600

Total Convertible Bonds (Cost $125,746)

129,600


Asset Backed 9.2%

Automobile Receivables 2.5%
AmeriCredit Automobile Receivables Trust "A4", Series 2001-C, 5.01%, 7/14/2008
1,580,000
1,668,141
MMCA Automobile Trust "A4", Series 2002-2, 4.3%, 3/15/2010
1,610,000
1,683,612
WFS Financial Owner Trust "A4", Series 2002-2, 4.5%, 2/20/2010
1,540,000
1,609,964

4,961,717

Credit Card Receivables 3.9%
Bank One Issuance Trust "A1", Series 2002-A1, 1.53* 1/15/2010
8,000,000

8,003,558

Home Equity Loans 1.9%
Countrywide Home Loan "NIM", Series 2002-3, 9.0%, 9/25/2032
1,000,000
996,640
Renaissance NIM Trust "NOTE", Series 2002-C, 8.353%, 12/25/2032
852,184
842,724
Residential Asset Securities Corp. "AI6", Series 2000-KS1, 7.905%, 2/25/2031
1,800,000
1,979,783

3,819,147

Miscellaneous 0.9%
Detroit Edison Securitization Funding LLC "A6", Series 2001-1, 6.62%, 3/1/2016
1,520,000

1,733,676

Total Asset Backed (Cost $18,165,283)

18,518,098


US Treasury Obligations 18.4%

US Treasury Bill, 1.09**, 1/9/2003
15,000,000
14,996,100
US Treasury Bond:


6.0%, 8/15/2009

625,000
726,660

6.0%, 2/15/2026

5,975,000
6,847,213

7.25%, 5/15/2016

5,577,000
7,141,176

10.75%, 8/15/2005

335,000
410,650
US Treasury Note, 6.125%, 8/15/2007
6,014,000
6,915,631
Total US Treasury Obligations (Cost $35,851,350)

37,037,430


US Government Agency Pass-Thrus 42.8%

Federal Home Loan Mortgage Corp., 6.0%, 5/1/2017
9,077,160
9,498,195
Federal National Mortgage Association:


5.0%, 1/1/2018 (b) (c)

13,000,000
13,312,806

5.5%, 1/1/2018 (b) (c)

22,000,000
22,644,386

6.0%, 1/1/2033 (b) (c)

14,500,000
14,984,851

6.061%, 5/1/2012

1,492,189
1,647,703

6.5% with various maturities until 1/1/2033 (b) (c)

19,871,888
20,767,530

6.53%, 2/1/2016

1,673,805
1,908,698

9.0%, 5/1/2009

1,272,308
1,377,933
Total US Government Agency Pass-Thrus (Cost $84,617,046)

86,142,102


Collateralized Mortgage Obligations 2.2%

Federal Home Loan Mortgage Corp.:


Series 2390, 5.5%, 12/15/2016

590,000
621,634

Series 1343, 8.0%, 8/15/2022

1,315,920
1,400,163
Federal National Mortgage Association:


Series 2002-11, 5.5%, 3/15/2017

855,000
899,499

Series 2002-W4, 7.5%, 5/25/2042

1,442,248
1,563,487
Total Collateralized Mortgage Obligations (Cost $4,441,865)

4,484,783


Long-Term Municipal Investments 2.1%

Guin, AL, County GO, Series B, 8.25%, 6/1/2027
1,515,000
1,821,424
Idaho, Higher Education Revenue, Nazarene College Facilities, 8.34%, 11/1/2016
1,000,000
1,140,720
Pell City, Core City GO, 5.4%, 8/1/2017
1,385,000
1,378,712
Total Long-Term Municipal Investments (Cost $4,312,978)

4,340,856


Repurchase Agreements 3.3%

State Street Bank, 1.18% to be repurchased at $6,678,438 on 1/2/2003 (d) (Cost $6,678,000)
6,678,000

6,678,000



% of Net Assets

Value ($)



Total Investment Portfolio (Cost $251,719,558) (a)
128.4

258,441,500

Other Assets and Liabilities, Net
(28.4)

(57,236,897)

Net Assets - 100.0%
100.0

201,204,603


* Floating rate securities are securities whose yields vary with a designated market index or market rate, such as the coupon-equivalent of the US Treasury bill rate. These securities are shown at their current rate as of December 31, 2002.
** Annualized yield at time of purchase; not a coupon rate.
(a) The cost for federal income tax purposes was $252,105,286. At December 31, 2002, net unrealized appreciation for all securities based on tax cost was $6,336,214. This consisted of aggregate gross unrealized appreciation for all securities in which there was an excess of value over tax cost of $7,578,481 and aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over value of $1,242,267.
(b) When-issued or forward delivery pools included.
(c) Mortgage dollar rolls included.
(d) Repurchase agreements are fully collateralized by US Treasury and Government agency securities.

Included in the portfolio are investments in mortgage or asset-backed securities which are interests in separate pools of mortgages or assets. Effective maturities of these investments may be shorter than stated maturities due to prepayments. Some separate investments in the Federal National Mortgage Association issues which have similar coupon rates have been aggregated for presentation purposes in the investment portfolio.



Financial Statements


Statement of Assets and Liabilities as of December 31, 2002

Assets
Investments in securities, at value (cost $251,719,558)
$ 258,441,500
Cash
913
Receivable for investments sold
218,406
Interest receivable
2,479,460
Total assets
261,140,279
Liabilities
Payable for investments purchased
53,713
Payable for investments purchased - mortgage dollar rolls
59,531,406
Deferred mortgage dollar roll income
109,903
Accrued management and investment advisory fee
83,353
Other accrued expenses and payables
157,301
Total liabilities
59,935,676
Net assets, at value

$ 201,204,603

Net Assets
Net assets consist of:
Undistributed net investment income
68,692
Net unrealized appreciation (depreciation) on investments
6,721,942
Accumulated net realized gain (loss)
(7,936,850)
Paid-in capital
202,350,819
Net assets, at value

$ 201,204,603

Net Asset Value per share ($201,204,603 / 10,357,412 shares of common stock outstanding, $.01 par value, 30,000,000 shares authorized)

$ 19.43




Statement of Operations for the year ended December 31, 2002

Investment Income
Income:
Interest
$ 11,958,665
Mortgage dollar roll income
2,018,026
Total Income
13,976,691
Expenses:
Management and investment advisory fee
938,758
Services to shareholders
52,961
Custodian fees
17,342
Auditing
83,399
Legal
18,679
Directors' fees and expenses
82,972
Reports to shareholders
106,393
Other
116,818
Total expenses
1,417,322
Net investment income

12,559,369

Realized and Unrealized Gain (Loss) on Investment Transactions
Net realized gain (loss) from investments
(108,172)
Net unrealized appreciation (depreciation) during the period on investments
5,726,881
Net gain (loss) on investment transactions

5,618,709

Net increase (decrease) in net assets resulting from operations

$ 18,178,078




Statement of Changes in Net Assets


Years Ended December 31,

Increase (Decrease) in Net Assets

2002

2001

Operations:
Net investment income
$ 12,559,369 $ 13,521,596
Net realized gain (loss) on investment transactions
(108,172) 2,599,535
Net unrealized appreciation (depreciation) on investment transactions during the period
5,726,881 (570,016)
Net increase (decrease) in net assets resulting from operations
18,178,078 15,551,115
Dividends to shareholders from net investment income
(13,730,435) (13,774,286)
Fund share transactions:
Reinvestment of dividends from net investment income
1,277,976 970,667
Cost of shares repurchased
- (733,274)
Net increase (decrease) in net assets from Fund share transactions
1,277,976 237,393
Increase (decrease) in net assets
5,725,619 2,014,222
Net assets at beginning of period
195,478,984 193,464,762
Net assets at end of period (including undistributed net investment income of $68,692 and $264,941, respectively)

$ 201,204,603

$ 195,478,984

Other Information
Shares outstanding at beginning of period
10,289,119 10,275,576
Shares issued to shareholders in reinvestment of dividends from net investment income
68,293 53,543
Shares repurchased
- (40,000)
Net increase (decrease) in Fund shares
68,293 13,543
Shares outstanding at end of period
10,357,412 10,289,119



Statement of Cash Flows for the year ended December 31, 2002

Cash flows from operating activities

Investment income received
$ 13,242,915
Mortgage dollar roll income
2,018,026
Payment of operating expenses
(1,402,396)
Proceeds from sale and maturities of investments
1,219,640,536
Purchases of investments
(1,226,547,307)
Net purchases of short-term investments
(9,020,976)
Cash used by operating activities

$ (2,069,202)

Cash flows from financing activities

Net increase in payables for investments purchased - mortgage dollar rolls
$ 18,097,685
Distributions paid (net of reinvestment of distributions)
(15,950,759)
Cash raised by financing activities
2,146,926
Increase in cash
77,724
Cash at beginning of period
(76,811)

Cash at end of period

$ 913

Reconciliation of net increase (decrease) in net assets from operations to cash provided by operating activities
Net increase in net assets resulting from operations
$ 18,178,078
Net increase in cost of investments
(21,148,782)
Decrease in dividends and interest receivable
995,600
Increase in deferred mortgage dollar roll income
55,669
Increase in receivable for investments sold
(218,406)
Increase in payable for investments purchased
53,713
Increase in accrued expenses and payables
14,926
Cash used by operating activities

$ (2,069,202)

Non-cash financing activities

Reinvestment of distributions
1,277,976



Financial Highlights


Years Ended December 31,

2002

2001a

2000

1999

1998

Selected Per Share Data
Net asset value, beginning of period

$ 19.00

$ 18.83

$ 18.37

$ 19.93

$ 20.29

Income (loss) from investment operations:
Incomeb
1.36 1.45 1.48 1.49 1.51
Operating expensesb
(.14) (.14) (.13) (.14) (.14)
Net investment incomeb
1.22 1.31 1.35 1.35 1.37
Net realized and unrealized gain (loss) on investment transactions
.54 .20 .46 (1.55) (.34)

Total from investment operations

1.76 1.51 1.81 (.20) 1.03
Less distributions from:
Net investment income
(1.33) (1.34) (1.35) (1.36) (1.37)
Net realized gains on investment transactions
- - - - (.02)

Total distributions

(1.33) (1.34) (1.35) (1.36) (1.39)
Net asset value, end of period

$ 19.43

$ 19.00

$ 18.83

$ 18.37

$ 19.93

Per share market value, end of period

$ 19.02

$ 18.53

$ 17.38

$ 15.50

$ 19.75

Price range on New York Stock Exchange for each share of Common Stock outstanding during the period (Unaudited):
High ($)
19.67 19.95 17.38 19.94 20.38
Low ($)
17.91 17.65 15.06 15.06 18.75
Total Return
Based on market value (%)c
10.12 14.57 21.65 (14.90) 8.74
Based on net asset value (%)c
9.71 8.49 11.21 (.05) 5.46
Ratios to Average Net Assets and Supplemental Data
Net assets, end of period ($ millions)
201 196 193 189 205
Ratio of expenses (%)
.72 .71 .69 .70 .70
Ratio of net investment income (%)
6.36 6.78 7.32 7.01 6.83
Portfolio turnover rate (%)
259d 143d 131d 82d 50



a As required, effective January 1, 2001, the Fund has adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premiums on debt securities. In addition, paydowns on mortgage-backed securities which were included in realized gain/loss on investment transactions prior to January 1, 2001 are included as interest income. The effect of this change for the period ended December 31, 2001 was to decrease net investment income by $0.03, increase net realized and unrealized gains and losses per share by $0.03, and decrease the ratio of net investment income to average net assets from 6.92% to 6.78%. Per share, ratios and supplemental data for periods prior to January 1, 2001 have not been restated to reflect this change in presentation.
b Based on average shares outstanding during the period.
c Total return based on net asset value reflects changes in the Fund's net asset value during the period. Total return based on market value reflects changes in market value. Each figure includes reinvestment of dividends. These figures will differ depending upon the level of any discount from or premium to net asset value at which the Fund's shares trade during the period.
d The portfolio turnover rates excluding mortgage dollar roll transactions are stated in the Financial Highlights. The portfolio turnover rates including mortgage dollar roll transactions were 520%, 356%, 335%, 209% and 218%, for the periods ended December 31, 2002, December 31, 2001, December 31, 2000, December 31, 1999 and December 31, 1998, respectively.

Notes to Financial Statements


A. Significant Accounting Policies

Montgomery Street Income Securities, Inc. (the "Fund") is registered under the Investment Company Act of 1940, as amended, (the "1940 Act") as a closed-end diversified management investment company. The Fund's financial statements are prepared in accordance with accounting principles generally accepted in the United States of America which require the use of management estimates. Actual results could differ from those estimates.

Significant accounting policies are summarized as follows:

Security Valuation. Investments are stated at value determined as of the close of regular trading on the New York Stock Exchange on each day the exchange is open for trading.

Debt securities are valued by independent pricing services approved by the Directors of the Fund. If the pricing services are unable to provide valuations, the securities are valued at the most recent bid quotation or evaluated price, as applicable, obtained from one or more broker-dealers. Such services may use various pricing techniques which take into account appropriate factors such as yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data, as well as broker quotes.

Money market instruments purchased with an original or remaining maturity of sixty days or less, maturing at par, are valued at amortized cost.

Securities and other assets for which market quotations are not readily available or for which the above valuation procedures are deemed not to reflect fair value are valued in a manner that is intended to reflect their fair value as determined in accordance with procedures approved by the Directors.

Repurchase Agreements. The Fund may enter into repurchase agreements with certain banks and broker/dealers whereby the Fund, through its custodian or sub-custodian bank, receives delivery of the underlying securities, the amount of which at the time of purchase and each subsequent business day is required to be maintained at such a level that the market value is equal to at least the principal amount of the repurchase price plus accrued interest.

Mortgage Dollar Rolls. The Fund may enter into mortgage dollar rolls in which the Fund sells to a bank or broker/dealer (the "Counterparty") mortgage-backed securities for delivery in the current month and simultaneously contracts to repurchase similar, but not identical, securities on a fixed date. The counterparty receives all principal and interest payments, including prepayments, made on the security while it is the holder. The Fund receives compensation as consideration for entering into the commitment to repurchase. The compensation is paid in the form of a lower price for the security upon its repurchase, or alternatively, a fee. Mortgage dollar rolls may be renewed with a new sale and repurchase price and a cash settlement made at each renewal without physical delivery of the securities subject to the contract.

Mortgage dollar may be treated for purposes of the 1940 Act as borrowings by the Fund because they involve the sale of a security coupled with an agreement to repurchase. A mortgage dollar roll involves costs to the Fund. For example, while the Fund receives compensation as consideration for agreeing to repurchase the security, the Fund forgoes the right to receive all principal and interest payments while the counterparty holds the security. These payments to the counterparty may exceed the compensation received by the Fund, thereby effectively charging the Fund interest on its borrowing. Further, although the Fund can estimate the amount of expected principal prepayment over the term of the mortgage dollar roll, a variation in the actual amount of prepayment could increase or decrease the cost of the Fund's borrowing.

Certain risks may arise upon entering into mortgage dollar rolls from the potential inability of counterparties to meet the terms of their commitments. Additionally, the value of such securities may change adversely before the Fund is able to repurchase them. There can be no assurance that the Fund's use of the cash that it receives from a mortgage dollar roll will provide a return that exceeds its borrowing costs.

When-Issued/Delayed Delivery Securities. The Fund may purchase securities with delivery or payment to occur at a later date beyond the normal settlement period. At the time the Fund enters into a commitment to purchase a security, the transaction is recorded and the value of the security is reflected in the net asset value. The price of such security and the date when the security will be delivered and paid for are fixed at the time the transaction is negotiated. The value of the security may vary with market fluctuations. No interest accrues to the Fund until payment takes place. At the time the Fund enters into this type of transaction it is required to segregate cash or other liquid assets at least equal to the amount of the commitment.

Certain risks may arise upon entering into when-issued or delayed delivery securities from the potential inability of counterparties to meet the terms of their contracts or if the issuer does not issue the securities due to political, economic, or other factors. Additionally, losses may arise due to changes in the value of the underlying securities.

Federal Income Taxes. The Fund's policy is to comply with the requirements of the Internal Revenue Code, as amended, which are applicable to regulated investment companies and to distribute all of its taxable income to its shareholders. Accordingly, the Fund paid no federal income taxes and no federal income tax provision was required.

At December 31, 2002, the Fund had a net tax basis capital loss carryforward of approximately $7,551,000, which may be applied against any realized net taxable capital gains of each succeeding year until fully utilized or until December 31, 2007 ($1,142,000), December 31, 2008 ($4,007,000) and December 31, 2010 ($2,402,000), the respective expiration dates, whichever occurs first.

Distribution of Income and Gains. Distributions of net investment income, if any, are made quarterly. During any particular year, net realized gains from investment transactions, in excess of available capital loss carryforwards, would be taxable to the Fund if not distributed and, therefore, will be distributed to shareholders. An additional distribution may be made to the extent necessary to avoid the payment of a four percent federal excise tax. The Fund uses the specific identification method for determining realized gain or loss on investments sold for both financial and federal income tax reporting purposes.

The timing and characterization of certain income and capital gains distributions are determined annually in accordance with federal tax regulations which may differ from accounting principles generally accepted in the United States of America. These differences primarily relate to investments in mortgage-backed securities, foreign-denominated securities and premium amortization on debt securities. As a result, net investment income (loss) and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during such period. Accordingly, the Fund may periodically make reclassifications among certain of its capital accounts without impacting the net asset value of the Fund.

At December 31, 2002, the Fund's components of distributable earnings (accumulated losses) on a tax basis were as follows:

Undistributed ordinary income*
$ 178,595
Undistributed net long-term capital gains
$ -
Capital loss carryforwards
$ (7,551,000)
Unrealized appreciation (depreciation) on investments
$ 6,336,214

In addition, during the year ended December 31, 2002 the tax character of distributions paid to shareholders by the Fund was as follows:

Years Ended December 31,
2002
2001
Distributions from ordinary income*
$ 13,730,435 $ 13,774,286

* For tax purposes short-term capital gains distributions are considered ordinary income distributions.

Statement of Cash Flows. Information of financial transactions which have been settled through the receipt and disbursement of cash is presented in the Statement of Cash Flows. The cash amount shown in the Statement of Cash Flows represents the cash position in its custodian bank at December 31, 2002. Significant non-cash activity from market discount accretion has been excluded from the Statement of Cash Flows.

Other. Investment transactions are accounted for on the trade date. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Interest income is recorded on the accrual basis. All premiums and discounts, with the exception of mortgage-backed securities, are amortized/accreted for financial reporting purposes.

B. Related Parties

On April 5, 2002, 100% of Zurich Scudder Investments, Inc. ("ZSI"), was acquired by Deutsche Bank AG with the exception of Threadneedle Investments in the UK. Upon the closing of this transaction, ZSI became part of Deutsche Asset Management and changed its name to Deutsche Investment Management Americas Inc. ("DeIM" or the "Advisor"). Effective April 5, 2002, the investment management agreement with ZSI was terminated and DeIM became the investment advisor for the Fund under an interim agreement.

Management and Investment Advisory Agreement. On August 15, 2002, the stockholders of the Fund approved a new Management and Investment Advisory Agreement between the Fund and the Advisor (the "New Agreement"), which went into effect on that date. The New Agreement is substantially identical to the Management and Investment Advisory Agreement which was in effect prior to August 15, 2002 (the "Old Agreement"), except for the management fee rate, a provision authorizing the appointment of certain affiliates as sub-advisors, and the dates of execution and termination. The management fee rate payable under the New Agreement is equal to 0.50 of 1% of the value of net assets of the Fund up to and including $100 million; 0.45 of 1% of the value of the net assets of the Fund over $100 million and up to and including $150 million; 0.40% of 1% of the value of the net assets of the Fund over $150 million and up to and including $200 million; and 0.35 of 1% of the value of the net assets of the Fund over $200 million. The Advisor voluntarily implemented the new management fee rate effective as of July 1, 2002.

Under the Old Agreement, the Fund paid the Advisor an annual fee, payable monthly, equal to 0.50 of 1% of the value of the net assets of the Fund up to and including $150 million; 0.45 of 1% of the value of the net assets of the Fund over $150 million and up to and including $200 million; and 0.40 of 1% of the value of the net assets of the Fund over $200 million. This fee rate was in effect for the period January 1, 2002 through June 30, 2002.

Both the Old Agreement and the New Agreement provide that the Advisor will reimburse the Fund for all expenses (excluding interest, taxes, brokerage commissions and extraordinary expenses) borne by the Fund in any fiscal year in excess of the sum of one and one-half percent of the first $30 million of average net assets and one percent of average net assets in excess of $30 million. Further, if annual expenses as defined in the Old Agreement and New Agreement exceed 25% of the Fund's annual gross income, the excess will be reimbursed by the Advisor. Accordingly, for the year ended December 31, 2002, the fees pursuant to the Old Agreement and New Agreement amounted to $938,758, equivalent to an effective annualized rate of 0.48% of the Fund's average monthly net assets.

Service Provider Fees. Scudder Investments Service Company ("SISC"), an affiliate of the Advisor, is the transfer, dividend-paying and shareholder service agent for the Fund. For the year ended December 31, 2002, the amount charged to the Fund by SISC aggregated $52,961 of which $12,483 is unpaid at December 31, 2002.

Directors' Fees and Expenses. The Fund pays each Director not affiliated with the Advisor retainer fees plus specified amounts for attended board and committee meetings.

C. Purchases and Sales of Securities

During the year ended December 31, 2002, purchases and sales (excluding US treasury securities, short-term investments and mortgage dollar roll transactions) of investment securities aggregated $351,836,523 and $321,958,851, respectively. Purchases and sales of US treasury securities, aggregated $262,380,240 and $285,200,091, respectively. Purchases and sales of mortgage dollar roll transactions aggregated $612,700,000 and $612,700,000, respectively.

D. Share Repurchases

The Fund is authorized to effect periodic repurchases of its shares in the open market from time to time when the Fund's shares trade at a discount to their NAV. During the year ended December 31, 2001, the Fund purchased 40,000 shares of common stock on the open market at a total cost of $733,274. The average discount of these purchases, comparing the purchase price to the net asset value at the time of purchase, was 5.1%.


Report of Ernst & Young LLP, Independent Auditors


To the Shareholders and Board of Directors of
Montgomery Street Income Securities, Inc.

We have audited the accompanying statement of assets and liabilities of Montgomery Street Income Securities, Inc. (the "Fund"), including the investment portfolio, as of December 31, 2002, and the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2002, by correspondence with the custodian and brokers. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Montgomery Street Income Securities, Inc. at December 31, 2002, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States.

Boston, Massachusetts
February 21, 2003

/s/ Ernst & Young LLP


Dividend Reinvestment and Cash Purchase Plan


All registered stockholders of the fund's Common Stock are offered the opportunity of participating in a Dividend Reinvestment and Cash Purchase Plan (the "Plan"). Registered stockholders, on request or on becoming registered stockholders, are mailed information regarding the Plan, including a form by which they may elect to participate in the Plan and thereby cause their future net investment income dividends and capital gains distributions to be invested in shares of the fund's Common Stock. UMB Bank, N.A. is the agent (the "Plan Agent") for stockholders who elect to participate in the Plan.

If a stockholder chooses to participate in the Plan, the stockholder's dividends and capital gains distributions will be promptly invested, automatically increasing the stockholder's holdings in the fund. If the fund declares a dividend or capital gains distributions payable either in cash or in stock of the fund, the stockholder will automatically receive stock. If the market price per share on the payment date for the dividend (the "Valuation Date") equals or exceeds the net asset value per share, the fund will issue new shares to the stockholder at the greater of the following on the Valuation Date: (a) net asset value per share or (b) 95% of the market price per share. If the market price per share on the Valuation Date is less than the net asset value per share, the fund will issue new shares to the stockholder at the market price per share on the Valuation Date. In either case, for federal income tax purposes the stockholder will be deemed to receive a distribution equal to the market value on the Valuation Date of the new shares issued. If dividends or capital gains distributions are payable only in cash, then the stockholder will receive shares purchased on the New York Stock Exchange or otherwise on the open market. In this event, for federal income tax purposes the amount of the distribution will equal the cash distribution paid. State and local taxes may also apply. All reinvestments are in full and fractional shares, carried to three decimal places.

Stockholders participating in the Plan can also purchase additional shares quarterly in any amount from $100 to $5,000 (a "Voluntary Cash Investment") by sending in a check together with the cash remittance slip, which will be sent with each statement of the stockholder's account, to Scudder Investments Service Company, the Fund's transfer agent or its delegate (the "Transfer Agent"). Such additional shares will be purchased on the open market by the Plan Agent. The purchase price of shares purchased on the open market, whether pursuant to a reinvestment of dividends payable only in cash or a Voluntary Cash Investment, will be the average price (including brokerage commissions) of all shares purchased by the Plan Agent on the date such purchases are effected. In addition, stockholders may be charged a service fee in an amount up to 5% of the value of the Voluntary Cash Investment. Although subject to change, stockholders are currently charged $1 for each Voluntary Cash Investment.

Stockholders may terminate their participation in the Plan at any time and elect to receive dividends and other distributions in cash by notifying the Transfer Agent in writing. Such notification must be received not less than 10 days prior to the record date of any distribution. There is no charge or other penalty for such termination. The Plan may be terminated by the fund upon written notice mailed to the stockholders at least 30 days prior to the record date of any distribution. Upon termination, the fund will issue certificates for all full shares held under the Plan and cash for any fractional share.

Alternatively, stockholders may request the Transfer Agent to instruct the Plan Agent to sell any full shares and remit the proceeds, less a $2.50 service fee and less brokerage commissions. The sale of shares (including fractional shares) will be a taxable event for federal income tax purposes and may be taxable for state and local tax purposes.

The Plan may be amended by the fund at any time. Except when required by law, written notice of any amendment will be mailed to stockholders at least 30 days prior to its effective date. The amendment will be deemed accepted unless written notice of termination is received by the Transfer Agent prior to the effective date.

An investor holding shares in its own name can participate directly in the Plan. An investor holding shares in the name of a brokerage firm, bank or other nominee should contact that nominee, or any successor nominee, to determine whether the nominee can participate in the Plan on the investor's behalf and to make any necessary arrangements for such participation.

Additional information, including a copy of the Plan and its Terms and Conditions and an enrollment form, can be obtained from the Transfer Agent by writing Scudder Investments Service Company, P.O. Box 219066, Kansas City, MO 64121-9066, or by calling (800) 294-4366.

For annual report requests, please call Shareholder Services at 800-349-4281 or the Transfer Agent at 800-294-4366.


Directors and Officers


The following table presents certain information regarding the Directors and Officers of Montgomery Street Income Securities, Inc. as of December 31, 2002. Each Director's and Officer's age as of December 31, 2002 is set forth in parentheses after his or her name. Unless otherwise noted, (i) each Director and Officer has engaged in the principal occupation(s) noted in the table for at least the most recent five years, although not necessarily in the same capacity, and (ii) the address of each Director is c/o Montgomery Street Income Securities, Inc., 101 California Street, Suite 4100, San Francisco, California 94111. The term of office for each Director is until the next annual meeting of stockholders or until the election and qualification of a successor. The President, Treasurer and Secretary each holds office until his or her successor is duly elected and qualified; all other officers hold offices hold offices in accordance with the By-Laws of the fund.

Non-Interested Directors

Name, Age, Position(s) Held with the Fund and Length of Time Served1
Principal Occupation(s) During Past 5 Years and
Other Directorships Held in Public Companies

Number of Funds in Fund Complex Overseen
James C. Van Horne (67)
Chairman and Director
1985 to present
A.P. Giannini Professor of Finance, Graduate School of Business, Stanford University. Directorships: Suntron Corporation (electronic manufacturing services) and Bailard, Biehl & Kaiser Opportunity Fund Group, Inc. (registered investment company)

1

John C. Atwater (41)
Director
1994 to present

President, Prime Property Capital, Inc. (real estate investment firm)

1

Richard J. Bradshaw (54)
Director
1991 to present

Executive Director, Cooley Godward LLP (law firm)

1

Maryellie K. Johnson (67)
Director
1989 to present

Private investor; formerly, Director, London and Overseas Freighters, Ltd. (oil tanker operator) (1989-1998)

1

Wendell G. Van Auken (58)
Director
1994 to present

General Partner of several venture capital funds affiliated with Mayfield Fund. Directorship: Advent Software (portfolio software company)

1


Interested Director

Name, Age, Position(s) Held with the Fund and Length of Time Served
Principal Occupation(s) During Past 5 Years and
Other Directorships Held

Number of Funds in Fund Complex Overseen
John T. Packard1 (69)
Director
2001 to present

Managing Director, Weiss, Peck & Greer LLC (investment adviser and broker-dealer) (2002-present); Advisory Managing Director of the same firm (2000-2002); formerly, Advisory Managing Director, Zurich Scudder Investments, Inc. (the Fund's Advisor) (1999-2000), Managing Director of the same firm (1985-1998), and President of the Fund (1988-2000)

1


Officers

Name, Age, Position(s) Held with the Fund and Length of Time Served
Principal Occupation(s) During Past 5 Years and
Other Directorships Held

Number of Funds in Fund Complex Overseen
Richard T. Hale2 (57)
President
2002 to present
Managing Director of Deutsche Bank Securities Inc. (formerly Deutsche Banc Alex. Brown Inc.) and Deutsche Asset Management (1999 to present); Director and President, Investment Company Capital Corp. (registered investment advisor) (1996 to present); Director, Deutsche Global Funds, Ltd. (2000 to present), CABEI Fund (2000 to present), North American Income Fund (2000 to present) (registered investment companies); Director, Scudder Global Opportunities Fund (since 2003); Director/Officer Deutsche/Scudder Mutual Funds (various dates) (registered investment companies); Vice President, Deutsche Asset Management, Inc. (2000 to present); formerly, Director, ISI Family of Funds (registered investment companies; 4 funds overseen) (1992-1999)

198

Gary W. Bartlett3 (43 )
Vice President
2002 to present

Managing Director of Deutsche Asset Management

n/a

J. Christopher Gagnier3 (45)
Vice President
2002 to present

Managing Director of Deutsche Asset Management

n/a

Judith A. Hannaway4 (49)
Vice President
2001 to present

Managing Director of Deutsche Asset Management

n/a

Maureen E. Kane5 (40)
Vice President and Secretary
1999 to present

Vice President of Deutsche Asset Management

n/a

Charles A. Rizzo5,6 (45)
Treasurer and Chief Financial Officer
2003 to present
Director of Deutsche Asset Management (2000 to present); formerly, Vice President and Department Head, BT Alex. Brown Incorporated (now Deutsche Bank Securities Inc.) (1998-1999); Senior Manager, Coopers & Lybrand L.L.P. (now PricewaterhouseCoopers LLP) (1993-1998)

n/a


1 Mr. Packard may be considered an "interested person" of the Fund, as defined in the Investment Company Act of 1940, as amended, by reason of his past relationships with the Fund and the Advisor.
2 Address: One South Street, Baltimore, Maryland
3 Address: 150 South Independence Boulevard, Philadelphia, Pennsylvania
4 Address: 345 Park Avenue, New York, New York
5 Address: Two International Place, Boston, Massachusetts
6 Mr. Rizzo was elected Treasurer and Chief Financial Officer of the Fund on February 26, 2003.
DIRECTORS
JOHN C. ATWATER
RICHARD J. BRADSHAW
MARYELLIE K. JOHNSON
JOHN T. PACKARD
WENDELL G. VAN AUKEN
JAMES C. VAN HORNE
Chairman
OFFICERS
RICHARD T. HALE
President
GARY W. BARTLETT
Vice President
J. CHRISTOPHER GAGNIER
Vice President
JUDITH A. HANNAWAY
Vice President
MAUREEN E. KANE
Vice President and Secretary
CHARLES A. RIZZO
Treasurer



General Information


Investment Manager

Deutsche Investment Management Americas Inc.
101 California Street, Suite 4100
San Francisco, CA 94111

Transfer Agent

Scudder Investments Service Company
P.O. Box 219066
Kansas City, MO 64121-9066

Custodian

State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110

Legal Counsel

Howard, Rice, Nemerovski, Canady, Falk & Rabkin PC
Three Embarcadero Center
Seventh Floor
San Francisco, CA 94111

Independent Auditors

Ernst & Young LLP
200 Clarendon Street
Boston, MA 02116


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