UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSRS

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-4984

AMERICAN BEACON FUNDS

(Exact name of registrant as specified in charter)

4151 Amon Carter Boulevard, MD 2450

Fort Worth, Texas 76155

(Address of principal executive offices)-(Zip code)

GENE L. NEEDLES, JR., PRESIDENT

4151 Amon Carter Boulevard, MD 2450

Fort Worth, Texas 76155

(Name and address of agent for service)

Registrant’s telephone number, including area code: (817) 391-6100

Date of fiscal year end: October 31, 2013

Date of reporting period: April 30, 2013

ITEM 1. REPORTS TO STOCKHOLDERS.

About American Beacon Advisors

Since 1986, American Beacon Advisors has offered a variety of products and investment advisory services to numerous institutional and retail clients, including a variety of mutual funds, corporate cash management, and separate account management.

Our clients include defined benefit plans, defined contribution plans, foundations, endowments, corporations, financial planners, and other institutional investors. With American Beacon Advisors, you can put the experience of a multi-billion dollar asset management firm to work for your company.

Contents

President’s Message	1
Performance Overview	2-3
Schedule of Investments	5
Financial Highlights	22
Additional Information	Back Cover

The Fund may invest in futures contracts, which are a type of derivative investment. Investing in derivatives could result in losing more than the amount invested. Investing in foreign securities entails additional risk not associated with domestic securities, such as currency fluctuations, economic and political instability and differences in accounting standards. The intrinsic value of stocks selected for the Fund may never be realized by the market, and the prices of value stocks may go down. While investing in value stocks may limit downside risk over time, the Fund may produce more modest gains than riskier stock funds as a trade-off for this potentially lower risk. Please see the prospectus for a complete discussion of the Fund’s risks.

Any opinions herein, including forecasts, reflect our judgment as of the end of the reporting period and are subject to change. Each advisor’s strategies and the Fund’s portfolio composition will change depending on economic and market conditions. This report is not a complete analysis of market conditions and therefore, should not be relied upon as investment advice. Although economic and market information has been compiled from reliable sources, American Beacon Advisors, Inc. makes no representation as to the completeness or accuracy of the statements contained herein.

American Beacon Funds April 30, 2013

Dear Shareholders,   Despite mixed signals from the U.S. economy, the stock market continued to march forward for the six months ended April 30, 2013. This could be due in part to the fact that the stock market is generally considered to be a leading indicator — anticipating future economic performance as opposed to reacting to what has happened in the past. If this holds true, it could bode well for investors.   We are pleased to report that even in this favorable environment, the Fund has outperformed its benchmark, the Russell 1000 Value Index.

For the six-month period ended April 30, 2013, the American Beacon Large Cap Value Fund (Institutional Class) returned 17.39%.

We’re proud of the efforts of the sub-advisors who manage the Fund, and remain focused on providing you with well-diversified portfolios that seek to take advantage of the best our economy has to offer.

Thank you for your continued investment in the American Beacon Funds. For additional information about the Funds or to access your account information, please visit our website at www.americanbeaconfunds.com.

Best Regards,

Gene L. Needles, Jr.

President

American Beacon Funds

1

American Beacon Large Cap Value Fund^SM

Performance Overview

April 30, 2013 (Unaudited)

The Investor Class of the Large Cap Value Fund (the “Fund”) returned 17.19% for the six months ended April 30, 2013, outperforming the Russell 1000^® Value Index (the “Index”) return of 16.31% and the Lipper Large-Cap Value Funds Index return of 15.70%.

Total Returns for the Period ended 4/30/13:

	6 Months*			1 Year			5 Years			10 Years
Institutional Class (1,8)		17.39	%		20.63	%		4.45	%		9.65	%
Y Class (1,2,8)		17.32	%		20.52	%		4.37	%		9.61	%
Investor Class (1,8)		17.19	%		20.13	%		4.08	%		9.32	%
Advisor Class (1,3,8)		17.09	%		20.00	%		3.92	%		9.15	%
Retirement Class (1,4,8)		16.90	%		19.58	%		3.66	%		9.02	%
A Class with sales charge (1,5,8)		10.33	%		13.04	%		2.78	%		8.63	%
A Class without sales charge (1,5,8)		17.09	%		19.97	%		4.00	%		9.28	%
C Class with sales charge (1,6,8)		15.65	%		18.06	%		3.56	%		9.05	%
C Class without sales charge (1,6,8)		16.65	%		19.06	%		3.56	%		9.05	%
AMR Class (1,8)		17.52	%		20.91	%		4.70	%		9.93	%
Lipper Large-Cap Value Funds Index (7)		15.70	%		18.93	%		3.80	%		7.43	%
Russell 1000 Value Index (7)		16.31	%		21.80	%		4.17	%		8.42	%

* Not annualized

1. Please note the recent growth rate in the stock market has helped to produce short-term returns that are not typical and may not continue in the future. Performance shown is historical and is not indicative of future returns. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please call 1-800-967-9009 or visit www.americanbeaconfunds.com. Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares.

2. Fund performance for the five-year and ten-year periods represent the returns achieved by the Institutional Class from 4/30/03 up to 8/3/09, the inception date of the Y Class, and the returns of the Y Class since its inception. Expenses of the Y Class are higher than those of the Institutional Class. As a result, total returns shown may be higher than they would have been had the Y Class been in existence since 4/30/03.

3. Fund performance for the ten-year period represents the returns achieved by the Investor Class from 4/30/03 up to 5/31/05, the inception date of the Advisor Class, and the returns of the Advisor Class since its inception. Expenses of the Advisor Class are higher than those of the Investor Class. Therefore, total returns shown may be higher than they would have been had the Advisor Class been in existence since 4/30/03. A portion of the fees charged to the Advisor Class of the Fund was waived in 2005. Performance prior to waiving fees was lower than the actual returns shown for 2005.

4. Fund performance for the five-year and ten-year periods represent the returns achieved by the Investor Class from 4/30/03 through 5/31/05 and the Advisor Class from 6/1/05 up to 5/1/09, the inception date of the Retirement Class, and the returns of the Retirement Class since its inception. Expenses of the Retirement Class are higher than those of the Advisor and Investor Classes. As a result, total returns shown may be higher than they would have been had the Retirement Class been in existence since 4/30/03.

5. Fund performance for the five-year and ten-year periods represent the returns achieved by the Investor Class from 4/30/03 through 5/17/10, the inception date of the A Class, and the returns of the A Class since its inception. Expenses of the A Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the A Class been in existence since 4/30/03. A Class shares have a maximum sales charge of 5.75%.

6. Fund performance for the five-year and ten-year periods represent the returns achieved by the Investor Class from 4/30/03 through 9/1/10, the inception date of the C Class, and the returns of the C Class since its inception. Expenses of the C Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the C Class been in existence since 4/30/03. C Class has a maximum contingent deferred sales charge of 1.00% for shares redeemed within one year of the date of purchase.

7. The Russell 1000 Value Index is an unmanaged index of those stocks in the Russell 1000 Index with lower price-to-book ratios and lower forecasted growth values. Russell 1000 Value Index and Russell 1000 Index are registered trademarks of the Frank Russell Company. The Lipper Large-Cap Value Funds Index tracks the results of the 30 largest mutual funds in the Lipper Large-Cap Value Funds category. Lipper is an independent mutual fund research and ranking service. One cannot directly invest in an index.

8. The total annual Fund operating expense ratio set forth in the most recent Fund prospectus for the Institutional, Y, Investor, Advisor, Retirement, A, C, and AMR Class shares was 0.60%, 0.70%, 0.97% 1.09%, 1.43%, 1.13%, 1.89%, and 0.34% respectively. The expense ratios above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

2

American Beacon Large Cap Value Fund^SM

Performance Overview

April 30, 2013 (Unaudited)

The Fund outperformed the Index as both stock selection and sector allocation added value relative to the benchmark. The Fund’s Financials and Energy sector holdings contributed most to excess performance. In the Financials sector, Bank of America (up 33.1%) and Unum Group (up 39.5%) were the largest contributors. Not owning US Bancorp, which was only up 1.4% in the Index, also positively impacted performance. Cobalt International (up 34.5%) contributed to the Fund’s returns in the Energy sector. Exxon Mobil (down 1.5%) contributed to performance as the Fund held a much smaller 0.2% versus a 5.8% position in the Index. Not owning National Oilwell Varco, which was down 11.2% in the Index, also added relative value. Poor stock selection in the Consumer Staples sector detracted from the Fund’s performance. Imperial Tobacco (down 1.5%) and Walgreen (down 4.5%) were the largest detractors from performance in the Consumer Staples sector.

An overweight in Information Technology, the best performing sector in the Index, added approximately 40 basis points (0.40%) to performance through sector allocation. The Fund’s underweight positions in Materials and Energy, the two worst performing sectors in the Index, also contributed to the Fund’s returns.

The sub-advisors continue to invest in a broadly diversified portfolio of companies that they believe have attractive valuations and above-average earnings growth potential. This approach should allow the Fund to benefit over the longer term.

Top Ten Holdings (% Net Assets)

JPMorgan Chase & Co.	3.8
Wells Fargo & Co.	2.8
Bank of America Corp.	2.3
Microsoft Corp.	2.3
Pfizer, Inc.	2.2
Merck & Co., Inc.	1.9
Johnson & Johnson	1.9
AT&T, Inc.	1.7
BP PLC	2.0
Citigroup	2.0
Total Fund Holdings	186

Sector Allocation (% Equities)

Financials	26.0
Health Care	13.6
Energy	13.1
Industrials	10.1
Information Technology	10.0
Consumer Discretionary	9.5
Consumer Staples	9.0
Utilities	4.2
Telecommunication Services	3.6
Materials	0.6
Manufacturing	0.4

3

American Beacon Large Cap Value Fund^SM

Fund Expenses

April 30, 2013 (Unaudited)

Fund Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and (2) ongoing costs, including management fees, administrative service fees, distribution (12b-1) fees, and other Fund expenses. The examples below are intended to help you understand the ongoing cost (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the period in each Class and held for the entire period from November 1, 2012 through April 30, 2013.

Actual Expenses

The “Actual” lines of the table provide information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. Shareholders of the Investor and Institutional Classes that invest in the Fund through an IRA or Roth IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

Hypothetical Example for Comparison Purposes

The “Hypothetical” lines of the table provide information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed 5% per year rate of return before expenses (not the Fund’s actual return). You may compare the ongoing costs of investing in the Fund with other funds by contrasting this 5% hypothetical example and the 5% hypothetical examples that appear in the shareholder reports of the other funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period.

Shareholders of the Investor and Institutional Classes that invest in the Fund through an IRA or Roth IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

You should also be aware that the expenses shown in the table highlight only your ongoing costs and do not reflect any transaction costs charged by the Fund, such as sales charges (loads). Similarly, the expense examples for other funds do not reflect any transaction costs charged by those funds, such as sales charges (loads), redemption fees or exchange fees. Therefore, the “Hypothetical” lines of the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. If you were subject to any transaction costs during the period, your costs would have been higher.

	Beginning Account Value 11/1/12		Ending Account Value 4/30/13		Expenses Paid During  Period* 11/1/12-4/30/13
Institutional Class
Actual	$	1,000.00	$	1,173.90	$	3.13
Hypothetical **	$	1,000.00	$	1,021.92	$	2.91
Y Class
Actual	$	1,000.00	$	1,173.18	$	3.61
Hypothetical **	$	1,000.00	$	1,021.47	$	3.36
Investor Class
Actual	$	1,000.00	$	1,171.89	$	5.06
Hypothetical **	$	1,000.00	$	1,020.13	$	4.71
Advisor Class
Actual	$	1,000.00	$	1,170.93	$	5.76
Hypothetical **	$	1,000.00	$	1,019.49	$	5.36
Retirement Class
Actual	$	1,000.00	$	1,169.01	$	7.31
Hypothetical **	$	1,000.00	$	1,018.05	$	6.80
A Class
Actual	$	1,000.00	$	1,170.87	$	5.87
Hypothetical **	$	1,000.00	$	1,019.39	$	5.46
AMR Class
Actual	$	1,000.00	$	1,175.17	$	1.73
Hypothetical **	$	1,000.00	$	1,023.21	$	1.61
C Class
Actual	$	1,000.00	$	1,166.51	$	9.88
Hypothetical **	$	1,000.00	$	1,015.67	$	9.20

* Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 0.58%, 0.67%, 0.94%, 1.07%, 1.36%, 1.09%, 1.84% and 0.32% for the Institutional, Y, Investor, Advisor, Retirement, A, C and AMR Classes respectively, multiplied by the average account value over the period, multiplied by the number derived by dividing the number of days in the most recent fiscal half-year (181) by days in the year (365) to reflect the half-year period.

** 5% return before expenses.

4

American Beacon Large Cap Value Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Shares		Fair Value
			(000’s)
COMMON STOCK—94.62%
CONSUMER DISCRETIONARY—9.02%
Auto Components—1.90%
Delphi Automotive PLC		437,510	$	20,217
Johnson Controls, Inc.		3,422,515		119,823
Magna International, Inc., Class A		654,000		39,351
				179,391
Automobiles—2.40%
General Motors Co.A		3,182,693		98,154
Hertz Global Holdings, Inc.A		2,892,200		69,644
Toyota Motor Corp., ADRB		509,300		59,232
				227,030
Hotels, Restaurants & Leisure—0.65%
Carnival Corp.		1,611,600		55,617
McDonald’s Corp.		54,850		5,602
				61,219
Household Durables—0.38%
Stanley Black & Decker, Inc.		485,354		36,309
Leisure Equipment & Products—0.09%
Hasbro, Inc.		181,217		8,584
Media—1.75%
Comcast Corp., Class A		883,000		36,468
Comcast Corp., Special Class A		579,120		22,754
Interpublic Group of Cos., Inc.		2,672,700		36,990
McGraw-Hill Cos., Inc.		75,090		4,063
Omnicom Group, Inc.		178,787		10,686
Time Warner Cable, Inc.		287,200		26,965
Viacom, Inc., Class B		175,120		11,206
Walt Disney Co.		257,995		16,212
				165,344
Multiline Retail—1.54%
Family Dollar Stores, Inc.		760,600		46,678
Kohl’s Corp.		49,542		2,331
Target Corp.		1,359,360		95,917
				144,926
Specialty Retail—0.31%
Advance Auto Parts, Inc.		64,146		5,381
Lowe’s Cos., Inc.		553,300		21,257
Staples, Inc.		181,537		2,404
				29,042
Total Consumer Discretionary				851,845
CONSUMER STAPLES—8.51%
Beverages—1.35%
Coca-Cola Enterprises, Inc.		69,070		2,530
Diageo PLC, ADRB		676,946		82,723
Dr Pepper Snapple Group, Inc.		86,180		4,208
Molson Coors Brewing Co., Class B		275,300		14,205
PepsiCo, Inc.		287,120		23,679
				127,345
Food & Drug Retailing—3.38%
CVS Caremark Corp.		760,093		44,222
Kroger Co.		3,707,700		127,471
Sysco Corp.		1,520,900		53,019
Wal-Mart Stores, Inc.		1,217,060		94,590
				319,302

	Shares		Fair Value
			(000’s)
Food Products—0.75%
Danone S.A., ADRB		612,640	$	9,202
General Mills, Inc.		298,235		15,037
JM Smucker Co.		25,650		2,648
Kellogg Co.		52,639		3,424
Mondelez International, Inc., Class A		939,700		29,553
Nestle S.A., ADRB		155,152		11,051
				70,915
Household Products—0.06%
Procter & Gamble Co.		71,499		5,489
Tobacco—2.97%
Altria Group, Inc.		1,421,742		51,908
Imperial Tobacco Group PLC, ADRB		912,900		65,738
Lorillard, Inc.		214,710		9,209
Philip Morris International, Inc.		1,601,641		153,101
				279,956
Total Consumer Staples				803,007
ENERGY—12.44%
Energy Equipment & Services—1.90%
Cobalt International Energy, Inc.A		2,698,000		75,382
Halliburton Co.		1,591,700		68,077
Transocean Ltd.A		705,420		36,308
				179,767
Oil & Gas—10.54%
Apache Corp.		849,621		62,770
BP PLC, ADRB		4,264,109		185,916
Chevron Corp.		590,087		71,997
ConocoPhillips		1,207,340		72,984
EOG Resources, Inc.		47,026		5,698
Exxon Mobil Corp.		193,066		17,181
Hess Corp.		191,700		13,837
Kosmos Energy Ltd.A		627,200		6,893
Marathon Oil Corp.		798,600		26,090
Marathon Petroleum Corp.		362,550		28,409
Murphy Oil Corp.		301,500		18,720
Occidental Petroleum Corp.		1,449,068		129,344
Phillips 66		1,275,020		77,712
Royal Dutch Shell PLC, Class A, ADRB		520,207		35,358
Royal Dutch Shell PLC, Class B, ADRB		1,231,600		85,953
Seadrill Ltd.		959,700		36,939
Spectra Energy Corp.		1,208,500		38,104
Total S.A., ADRB		1,605,800		80,675
				994,580
Total Energy				1,174,347
FINANCIALS—24.67%
Banks—7.45%
Bank of America Corp.		17,956,990		221,051
Bank of New York Mellon Corp.		1,447,917		40,860
Fifth Third Bancorp		1,658,600		28,246
PNC Financial Services Group, Inc.		1,348,744		91,553
SunTrust Banks, Inc.		1,908,500		55,824
Wells Fargo & Co.		7,001,601		265,920
				703,454
Diversified Financials—10.41%
American Express Co.		1,212,500		82,947
BlackRock, Inc., Class A		40,927		10,907

See accompanying notes

5

American Beacon Large Cap Value Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Shares		Fair Value
			(000’s)
Blackstone Group LPC		1,119,300	$	23,002
Capital One Financial Corp.		2,061,300		119,102
Charles Schwab Corp.		2,804,000		47,556
Citigroup, Inc.		4,050,276		188,986
Franklin Resources, Inc.		51,090		7,902
Goldman Sachs Group, Inc.		129,467		18,911
JPMorgan Chase & Co.		7,401,724		362,758
KKR & Co. LPC		1,178,400		24,746
Mastercard, Inc., Class A		6,669		3,687
Moody’s Corp.		124,300		7,564
Morgan Stanley		1,130,800		25,047
SLM Corp.		2,392,400		49,403
State Street Corp.		169,604		9,917
				982,435
Insurance—6.55%
ACE Ltd.		428,956		38,237
Allstate Corp.		823,200		40,551
American International Group, Inc.A		2,660,000		110,177
Aon PLC		136,386		8,231
Berkshire Hathaway, Inc., Class BA		612,575		65,129
Chubb Corp.		74,930		6,599
Hartford Financial Services Group, Inc.		1,335,750		37,521
Lincoln National Corp.		1,819,300		61,874
MetLife, Inc.		3,396,781		132,441
Prudential Financial, Inc.		174,188		10,524
Travelers Cos., Inc.		147,779		12,622
Unum Group		1,938,600		54,068
XL Group PLC		1,285,300		40,024
				617,998
Real Estate—0.26%
Hatteras Financial Corp.D		889,600		24,313
Total Financials				2,328,200
HEALTH CARE—12.96%
Health Care Equipment & Supplies—2.09%
Baxter International, Inc.		372,200		26,006
Becton Dickinson and Co.		33,255		3,136
Covidien PLC		463,640		29,599
Medtronic, Inc.		2,319,569		108,277
St. Jude Medical, Inc.		169,436		6,984
Thermo Fisher Scientific, Inc.		120,210		9,699
Zimmer Holdings, Inc.		179,900		13,753
				197,454
Health Care Providers & Services—3.02%
Aetna, Inc.		267,400		15,359
Express Scripts Holding Co.A		38,870		2,308
Humana, Inc.		836,500		61,993
Quest Diagnostics, Inc.		391,482		22,052
UnitedHealth Group, Inc.		1,373,700		82,326
WellPoint, Inc.		1,387,900		101,206
				285,244
Pharmaceuticals—7.85%
Abbott Laboratories		203,239		7,504
AbbVie, Inc.		82,229		3,787
AstraZeneca PLC, ADRB		294,700		15,301
GlaxoSmithKline PLC, ADRB		821,300		42,412
Johnson & Johnson		2,051,061		174,812
Merck & Co., Inc.		3,914,245		183,969
Novartis AG, ADRB		793,300		58,514
Pfizer, Inc.		7,087,947		206,046

	Shares		Fair Value
			(000’s)
Roche Holding AG, ADRB		90,731	$	5,663
Sanofi, ADRB		778,600		41,538
Zoetis, Inc.		9,650		319
				739,865
Total Health Care				1,222,563
INDUSTRIALS—9.59%
Aerospace & Defense—2.68%
Boeing Co.		435,000		39,763
Exelis, Inc.		1,417,400		15,832
Lockheed Martin Corp.		736,456		72,975
Northrop Grumman Corp.		297,437		22,528
Raytheon Co.		1,373,400		84,300
United Technologies Corp.		194,025		17,713
				253,111
Air Freight & Couriers—0.60%
FedEx Corp.		443,400		41,684
United Parcel Service, Inc., Class B		173,470		14,891
				56,575
Commercial Services & Supplies—0.28%
Dun & Bradstreet Corp.		48,091		4,254
RR Donnelley & Sons Co.		1,786,800		21,995
				26,249
Construction & Engineering—0.02%
Fluor Corp.		25,632		1,461
Electronic Equipment & Instruments—0.60%
Emerson Electric Co.		1,021,700		56,715
Industrial Conglomerates—2.48%
3M Co.		150,460		15,755
General Electric Co.		4,996,700		111,376
Honeywell International, Inc.		1,330,688		97,859
Tyco International Ltd.		292,570		9,397
				234,387
Machinery—2.89%
Caterpillar, Inc.		348,200		29,482
Cummins, Inc.		705,200		75,026
Danaher Corp.		187,467		11,424
Illinois Tool Works, Inc.		720,090		46,489
ITT Corp.		515,100		14,217
Joy Global, Inc.		451,700		25,530
PACCAR, Inc.		703,600		35,025
Pentair Ltd.		65,598		3,565
Xylem, Inc.		1,158,500		32,148
				272,906
Road & Rail—0.04%
Canadian National Railway Co.		42,578		4,172
Total Industrials				905,576
INFORMATION TECHNOLOGY—9.45%
Communications Equipment—1.01%
Cisco Systems, Inc.		822,700		17,211
Corning, Inc.		5,404,000		78,358
				95,569
Computers & Peripherals—2.22%
Apple, Inc.		78,120		34,588
Hewlett-Packard Co.		4,666,269		96,124
International Business Machines Corp.		91,096		18,451
Seagate Technology PLC		834,625		30,631

See accompanying notes

6

American Beacon Large Cap Value Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Shares		Fair Value
			(000’s)
Western Digital Corp.		542,600	$	29,995
				209,789
Electronic Equipment & Instruments—0.57%
Avnet, Inc.A		187,600		6,144
Eaton Corp PLC		131,404		8,070
TE Connectivity Ltd.		912,300		39,730
				53,944
IT Consulting & Services—0.82%
Accenture PLC, Class A		259,588		21,141
Fidelity National Information Services, Inc.		1,077,630		45,314
Fiserv, Inc.A		52,340		4,769
Western Union Co.		408,484		6,050
				77,274
Semiconductor Equipment & Products—0.97%
Intel Corp.		2,955,717		70,790
Texas Instruments, Inc.		583,800		21,139
				91,929
Software—3.86%
Activision Blizzard, Inc.		3,178,600		47,520
CA, Inc.		785,603		21,188
Microsoft Corp.		6,419,600		212,488
Oracle Corp.		2,526,284		82,811
				364,007
Total Information Technology				892,512
MATERIALS—0.53%
Air Products & Chemicals, Inc.		96,428		8,385
EI du Pont de Nemours & Co.		492,500		26,846
PPG Industries, Inc.		97,639		14,367
Total Materials				49,598
TELECOMMUNICATION SERVICES—3.43%
Diversified Telecommunication Services—2.47%
AT&T, Inc.		4,173,732		156,348
Verizon Communications, Inc.		1,431,106		77,151
				233,499
Wireless Telecommunication Services—0.96%
Vodafone Group PLC, ADRB		2,952,194		90,308
Total Telecommunication Services				323,807
UTILITIES—4.02%
Electric—1.16%
Exelon Corp.		1,716,700		64,393
NRG Energy, Inc.		1,546,300		43,095
PPL Corp.		52,385		1,749
				109,237
Electric Utilities—2.86%
CenterPoint Energy, Inc.		2,704,700		66,752
Edison International		399,700		21,504
Entergy Corp.		921,000		65,603
Public Service Enterprise Group, Inc.		3,177,486		116,328
				270,187
Total Utilities				379,424
Total Common Stock (Cost $7,182,175)				8,930,879

	Shares		Fair Value
			(000’s)
PREFERRED STOCK—0.35%
MANUFACTURING—0.34%
Aerospace & Defense—0.01%
United Technologies Corp., 7.50%, Due 8/1/2015		14,770	$	873
Auto Manufacturing—0.33%
General Motors Co., 4.75%, Due 12/1/2013		677,125		31,474
Total Manufacturing				32,347
UTILITIES—0.01%
PPL Corp., 9.50%, Due 7/1/2013		18,398		1,075
Total Preferred Stock (Cost $33,375)				33,422
SHORT-TERM INVESTMENTS—5.12%
American Beacon U.S. Government Money Market Select Fund, Select Class E		50,000,000		50,000
JPMorgan U.S. Government Money Market Fund, Capital Class		433,521,634		433,522
Total Short-Term Investments (Cost $483,522)				483,522
TOTAL INVESTMENTS —100.09% (Cost $7,699,072)				9,447,823
LIABILITIES, NET OF OTHER ASSETS—(0.09%)				(8,108	)
TOTAL NET ASSETS—100.00%			$	9,439,715

Percentages are stated as a percent of net assets.

^A  Non-income producing security.

^B  ADR - American Depositary Receipt.

^C  Limited Partnership.

^D  REIT - Real Estate Investment Trust.

^E  The Fund is affiliated by having the same investment advisor.

See accompanying notes

7

American Beacon Large Cap Value Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

Futures Contracts Open on April 30, 2013 (000’s):

Description	Type	Number of Contracts		Expiration Date	Contract Value		Unrealized Appreciation (Depreciation)
S&P 500 Mini E Index Future	Long		3,702	June, 2013	$	294,716	$	5,560
					$	294,716	$	5,560

See accompanying notes

8

American Beacon Large Cap Value Fund

Statement of Assets and Liabilities

April 30, 2013 (Unaudited) (in thousands, except share and per share amounts)

Assets:
Investments in unaffiliated securities, at fair value A	$	9,397,823
Investments in affiliated securities, at fair value B		50,000
Deposit with brokers for futures contracts		13,083
Receivable for investments sold		12,231
Dividends and interest receivable		8,385
Receivable for fund shares sold		8,190
Receivable for tax reclaims		505
Receivable for variation margin from open futures contracts		749
Prepaid expenses		91
Total assets		9,491,057
Liabilities:
Payable for investments purchased		35,346
Payable for fund shares redeemed		6,107
Management and investment advisory fees payable		5,839
Administrative service and service fees payable		2,801
Transfer agent fees payable		152
Custody and fund accounting fees payable		165
Professional fees payable		89
Prospectus and shareholder reports fees payable		527
Trustee fees payable		158
Other liabilities		158
Total liabilities		51,342
Net assets	$	9,439,715
Analysis of Net Assets:
Paid-in-capital		8,655,185
Undistributed net investment income		40,285
Accumulated net realized loss		(1,010,066	)
Unrealized appreciation of investments and futures contracts		1,754,311
Net assets	$	9,439,715
Shares outstanding at no par value (unlimited shares authorized):
Institutional Class		189,881,167
Y Class		8,940,482
Investor Class		158,509,554
Advisor Class		5,042,545
Retirement Class		150,227
A Class		328,986
C Class		155,670
AMR Class		26,859,219
Net assets (not in thousands):
Institutional Class	$	4,704,906,390
Y Class	$	220,583,428
Investor Class	$	3,723,851,716
Advisor Class	$	117,544,886
Retirement Class	$	3,450,707
A Class	$	7,710,016
C Class	$	3,634,072
AMR Class	$	658,033,310

See accompanying notes

9

American Beacon Large Cap Value Fund^SM

Statement of Assets and Liabilities

April 30, 2013 (Unaudited) (in thousands, except share and per share amounts)

Net asset value, offering and redemption price per share:
Institutional Class	$	24 .78
Y Class	$	24 .67
Investor Class	$	23 .49
Advisor Class	$	23 .31
Retirement Class	$	22 .97
A Class (offering price $24.87)	$	23 .44
C Class	$	23 .34
AMR Class	$	24 .50
A Cost of investments in unaffiliated securities	$	7,649,072
B Cost of investments in affiliated securities	$	50,000

See accompanying notes

10

American Beacon Large Cap Value Fund^SM

Statement of Operations

For the Six Months Ended April 30, 2013 (Unaudited) (in thousands)

Investment Income:
Dividend income from unaffiliated securities (net of foreign taxes) A	$	117,439
Dividend income from affiliated securities		14
Interest income		6
Total investment income		117,459
Expenses:
Management and investment advisory fees (Note 2)		10,021
Administrative service fees (Note 2):
Institutional Class		6,292
Y Class		235
Investor Class		5,194
Advisor Class		161
Retirement Class		4
A Class		14
C Class		6
AMR Class		147
Transfer agent fees:
Institutional Class		250
Y Class		3
Investor Class		98
Advisor Class		4
Retirement Class		1
A Class		1
AMR Class		11
Custody and fund accounting fees		478
Professional fees		149
Registration fees and expenses		97
Service fees (Note 2):
Y Class		78
Investor Class		6,252
Advisor Class		134
Retirement Class		4
A Class		5
C Class		2
Distribution fees (Note 2):
Advisor Class		134
Retirement Class		7
A Class		9
C Class		14
Prospectus and shareholder report expenses		268
Insurance fees		25
Trustee fees		311
Other expenses		129
Total expenses		30,538
Net investment income		86,921
Realized and unrealized gain (loss) on investments:
Net realized gain (loss) from:
Investments		207,386
Commission recapture (Note 3)		147
Futures contracts		20,651
Change in net unrealized appreciation or (depreciation) from:
Investments		1,055,360
Futures contracts		10,840
Net gain on investments		1,294,384
Net increase in net assets resulting from operations	$	1,381,305
A Foreign taxes	$	1,016

See accompanying notes

11

American Beacon Large Cap Value Fund^SM

Statement of Changes in Net Assets (in thousands)

	Six Months Ended April 30, 2013			Year Ended October 31, 2012
	(unaudited)
Increase (Decrease) in Net Assets:
Operations:
Net investment income	$	86,921		$	170,988
Net realized gain from investments and futures contracts		228,184			219,441
Change in net unrealized appreciation from investments and futures contracts		1,066,200			830,976
Net increase in net assets resulting from operations		1,381,305			1,221,405
Distributions to Shareholders:
Net investment income:
Institutional Class		(88,612	)		(82,469	)
Y Class		(2,997	)		(3,555	)
Investor Class		(64,236	)		(77,449	)
Advisor Class		(1,759	)		(2,549	)
Retirement Class		(57	)		(18	)
A Class		(126	)		(88	)
C Class		(35	)		(23	)
AMR Class		(14,045	)		(14,457	)
Net distributions to shareholders		(171,867	)		(180,608	)
Capital Share Transactions:
Proceeds from sales of shares		967,814			1,598,720
Reinvestment of dividends and distributions		164,722			170,923
Cost of shares redeemed		(1,257,490	)		(2,437,583	)
Net (decrease) in net assets from capital share transactions		(124,954	)		(667,940	)
Net increase in net assets		1,084,484			372,857
Net Assets:
Beginning of period		8,355,231			7,982,374
End of Period *	$	9,439,715		$	8,355,231
*Includes undistributed net investment income of	$	40,285		$	125,361

See accompanying notes

12

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

1. Organization and Significant Accounting Policies

American Beacon Funds (the “Trust”), which is comprised of twenty-four Funds, is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended (the “Act”), as a diversified, open-end management investment company. These financial statements and notes to the financial statements relate to the American Beacon Large Cap Value Fund (the “Fund”), a series of the Trust.

American Beacon Advisors, Inc. (the “Manager”) is a wholly-owned subsidiary of Lighthouse Holdings, Inc. and was organized in 1986 to provide business management, advisory, administrative and asset management consulting services to the Trust and other investors.

Class Disclosure

The Fund has multiple classes of shares designed to meet the needs of different groups of investors. The following table sets forth the differences amongst the classes:

Class:	Offered to:
Institutional Class	Investors making an initial investment of $250,000
Y Class	Investors making an initial investment of $100,000
Investor Class	General public and investors investing directly or through an intermediary
Advisor Class	Investors investing through an intermediary
Retirement Class	Investors investing through an intermediary
A Class	General public and investors investing through an intermediary with applicable sales charges
C Class	General public and investors investing through an intermediary with applicable sales charges
AMR Class	Investors in the tax-exempt retirement and benefit plans of the Manager, AMR Corporation, and its affiliates

Each class offered by the Trust has equal rights as to assets and voting privileges. Income and non-class specific expenses are allocated daily to each class on the basis of the relative net assets. Realized and unrealized capital gains and losses of each class are allocated daily based on the relative net assets of each class of the respective Fund. Class specific expenses, where applicable, currently include administrative service fees, service fees, and distribution fees and vary amongst the classes as described more fully in Note 2.

New Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-11 Disclosures About Offsetting Assets and Liabilities. The amendments in this ASU require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The ASU is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The guidance requires retrospective application for all comparative periods presented. Management is currently evaluating the impact ASU 2011-11 will have on the financial statement disclosures.

2. Transactions with Affiliates

Management Agreement

The Trust and the Manager are parties to a Management Agreement that obligates the Manager to provide or oversee the provision of all investment advisory, fund management, and securities lending services. Investment assets of the Fund are managed by multiple investment advisors which have entered into separate investment advisory agreements with the Manager. As compensation for performing the duties required under the Management Agreement, the Manager receives from the Fund an annualized fee equal to 0.05% of the average daily net assets plus amounts paid by the Manager to unaffiliated investment advisors hired by the Manager to direct investment activities of the Fund. Management fees paid during the six months ended April 30, 2013 were as follows (in thousands):

Management Fee Rate	Management Fee		Amounts paid to Investment Advisors		Net Amounts Retained by Manager
0.23%	$	10,021	$	7,891	$	2,130

13

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

Administrative Services Agreement

The Manager and the Trust entered into an Administrative Services Agreement which obligates the Manager to provide or oversee administrative services to the Fund. As compensation for performing the duties required under the Administrative Services Agreement, the Manager receives an annualized fee of 0.30% of the average daily net assets of the Institutional, Y, Investor, Advisor, and Retirement Classes of the Fund, 0.40% of the average daily net assets of the A and C Classes of the Fund, and 0.05% of the average daily net assets of the AMR Class of the Fund.

Distribution Plans

The Fund, except for the Advisor, Retirement, A, and C Classes of the Fund, has adopted a “defensive” Distribution Plan (the “Plan”) in accordance with Rule 12b-1 under the Act, pursuant to which no separate fees will be charged to the Fund for distribution purposes. However, the Plan authorizes the management and administrative service fees received by the Manager and the investment advisors hired by the Manager to be used for distribution purposes. Under this Plan, the Fund does not intend to compensate the Manager or any other party, either directly or indirectly, for the distribution of Fund shares.

Separate Distribution Plans (the “Distribution Plans”) have been adopted pursuant to Rule 12b-1 under the Act for the Advisor, Retirement, A, and C Classes of the Fund. Under the Distribution Plans, as compensation for distribution assistance, the Manager receives an annual fee of 0.25% of the average daily net assets of the Advisor, and A Classes, 0.50% of the average daily net assets of the Retirement Class, and 1.00% of the average daily net assets of the C Class. The fee will be payable without regard to whether the amount of the fee is more or less than the actual expenses incurred in a particular month by the Manager for distribution assistance.

Service Plans

The Manager and the Trust entered into Service Plans that obligate the Manager to oversee additional shareholder servicing of the Y, Investor, Advisor, Retirement, A, and C Classes. As compensation for performing the duties required under the Service Plans, the Manager receives 0.10% of the average daily net assets of the Y Class, 0.15% of the average daily net assets of the A and C Classes, 0.25% of the average daily net assets of the Advisor and Retirement Classes, and up to 0.375% of the average daily net assets of the Investor Class of the Fund.

Investment in Affiliated Funds

The Fund may invest in the American Beacon Money Market Select Fund (the “MM Select Fund”) and the American Beacon U.S. Government Money Market Select Fund (the “USG Select Fund”), (collectively the “Select Funds”). The Select Funds and the Fund have the same investment advisor and therefore, are considered to be affiliated. The Manager serves as investment advisor to the Select Funds and receives from the Select Funds an annualized fee of 0.09% of its average daily net assets of the Select Funds. During the six months ended April 30, 2013, the Manager earned fees from the Select Funds totaling $21,752 on the Fund’s direct investment in the Select Funds.

14

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

Interfund Lending Program

Pursuant to an exemptive order issued by the Securities and Exchange Commission (“SEC”), the Fund, along with other registered investment companies having management contracts with the Manager, may participate in an interfund lending program. This program provides an alternative credit facility allowing the Fund to borrow from other participating Funds. During the six months ended April 30, 2013, the Fund participated as a lender and loaned on average $2,616,688 for 2 days at an average rate of 0.79% and earned $113. This amount is included in interest income on the Statements of Operations.

Expense Reimbursement Plan

The Fund has adopted an Expense Reimbursement Plan whereby the Manager may seek repayment of fees waived or expenses reimbursed for a period of up to three years. However, reimbursement will occur only if the Class’ average net assets have grown or expenses have declined sufficiently to allow reimbursement without causing its expense ratio to exceed the previously agreed upon contractual expense limit. During the six months ended April 30, 2013, there were no waived fees or reimbursed expenses.

Sales Commissions

The Funds’ distributor, Foreside Fund Services, LLC (“Foreside”) may receive a portion of A Class sales charges from broker dealers and it may be used to offset distribution related expenses. During the six months ended April 30, 2013, Foreside collected $1,561 from the sale of Class A shares.

A contingent deferred sales charge (“CDSC”) of 1.00% will be deducted with respect to Class C Shares redeemed within 12 months of purchase, unless waived as discussed in the Prospectus. Any applicable CDSC will be 1.00% of the lesser of the original purchase price or the value of the redemption of the Class C Shares redeemed. During the six months ended April 30, 2013, $180 in CDSC fees were collected for Class C Shares.

3. Security Valuation and Fair Value Measurements

Investments are valued at the close of the New York Stock Exchange (the “Exchange”), normally 4 p.m. ET, each day that the Exchange is open for business. Equity securities, including exchange-traded funds (“ETFs”), for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade.

Investments in open-end mutual funds are valued at the closing net asset value (“NAV”) per share of the mutual fund on the day of valuation. Investment grade short-term obligations with 60 days or less to maturity are valued using the amortized cost method, which approximates fair value.

Securities for which the market prices are not readily available or are not reflective of the fair value of the security, as determined by the Manager, will be priced at fair value following procedures approved by the Trust’s Board of Trustees (the “Board”).

Futures contracts are valued based upon their quoted daily settlement prices. Upon entering into a futures contract, a Fund is required to deposit with its futures broker, an amount of cash or U.S. Government and Agency Obligations in accordance with the initial margin requirements of the broker or exchange. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value (“variation margin”) is recorded by the Fund. Gains or losses are recognized, but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed on the Statement of Assets and Liabilities.

15

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

Valuation Inputs

Various inputs may be used to determine the fair value of the Fund’s investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

Level 1 -	Quoted prices in active markets for identical securities.
Level 2 -	Prices determined using other significant observable inputs. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, and others.
Level 3 -	Prices determined using other significant unobservable inputs. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Level 1 and Level 2 trading assets and trading liabilities, at fair value

Common stocks and financial derivative instruments, such as futures contracts that are traded on a national securities exchange, are stated at the last reported sale or settlement price on the day of valuation. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized as Level 1 of the fair value hierarchy. Preferred securities and other equities traded on inactive markets or valued by reference to similar instruments are also categorized as Level 2 of the fair value hierarchy.

Investments in registered open-end investment management companies will be valued based upon the NAVs of such investments and are categorized as Level 1 of the fair value hierarchy. Short-term investments having a maturity of 60 days or less are generally valued at amortized cost which approximates fair value. These investments are categorized as Level 2 of the fair value hierarchy.

The Fund’s investments are summarized by level based on the inputs used to determine their values. U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) also requires all transfers between any levels to be disclosed. The end of period timing recognition has been adopted for the transfers between levels of each Fund’s assets and liabilities. During the six months ended April 30, 2013, there were no transfers between levels. As of April 30, 2013, the investments were classified as described below (in thousands):

	Level 1		Level 2		Level 3		Total
Common Stock*	$	8,930,879	$	—	$	—	$	8,930,879
Preferred Stock		33,422		—		—		33,422
Short-Term Investments—Money Markets		483,522		—		—		483,522
Total Investments in Securities	$	9,447,823	$	—	$	—	$	9,447,823
Futures Contracts	$	5,560	$	—	$	—	$	5,560

* Refer to the Schedules of Investments for Industry Information.

Security Transactions and Investment Income

Security transactions are recorded on the trade date of the security purchase or sale. The Fund may purchase securities with delivery or payment to occur at a later date. 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 NAV. The value of the security may vary with market fluctuations.

Dividend income, net of foreign taxes, is recorded on the ex-dividend date, except certain dividends from foreign securities which are recorded as soon as the information is available to the Fund. Interest income is earned from settlement date, recorded on the accrual basis, and adjusted, if necessary, for accretion of discounts and amortization of premiums. For financial and tax reporting purposes, realized gains and losses are determined on the basis of specific lot identification.

16

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

Dividends to Shareholders

Dividends from net investment income of the Fund normally will be declared and paid at least annually. Distributions, if any, of net realized capital gains are generally paid at least annually and recorded on the ex-dividend date.

Commission Recapture

The Fund has established brokerage commission recapture arrangements with certain brokers or dealers. If the Fund’s investment advisor chooses to execute a transaction through a participating broker, the broker rebates a portion of the commission back to the Fund. Any collateral benefit received through participation in the commission recapture program is directed exclusively to the Fund. This amount is reported with the net realized gain in the Fund’s Statement of Operations.

Allocation of Income, Expenses, Gains, and Losses

Income, expenses (other than those attributable to a specific class), gains, and losses are allocated daily to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimated.

Other

Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liability arising out of the performance of their duties to the Trust. In the normal course of business, the Trust enters into contracts that provide indemnification to the other party or parties against potential costs or liabilities. The Trust’s maximum exposure under these arrangements is dependent on claims that may be made in the future and, therefore, cannot be estimated. The Trust has had no prior claims or losses pursuant to any such agreement.

4. Securities and Other Investments

Real Estate Investment Trusts

The Fund may own shares of real estate investment trusts (“REITs”) which report information on the source of their distributions annually. The Fund re-characterizes distributions received from REIT investments based on information provided by the REITs into the following categories: ordinary income, long-term capital gains, and return of capital. If information is not available on a timely basis from the REITs, the re-characterization will be estimated based on available information which may include the previous year allocation. If new or additional information becomes available from the REITs at a later date, a re-characterization will be made the following year. These re-characterizations are not recorded for financial statement purposes, but as an adjustment to the calculation of taxable income.

17

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

Other Investment Company Securities and Other Exchange Traded Products

The Fund may invest in shares of other investment companies, including open-end funds, closed-end funds, business development companies, ETFs, exchange-traded notes (“ETNs”), unit investment trusts, and other investment companies of the Trust. The Fund may invest in investment company securities advised by the Manager or a sub-advisor. Investments in the securities of other investment companies may involve duplication of advisory fees and certain other expenses. By investing in another investment company, a Fund becomes a shareholder of that investment company. As a result, Fund shareholders indirectly will bear a Fund’s proportionate share of the fees and expenses paid by shareholders of the other investment company, in addition to the fees and expenses Fund shareholders directly bear in connection with the Fund’s own operations. These other fees and expenses are reflected as Acquired Fund Fees and Expenses and are included in the Fees and Expenses Table for the Fund in its Prospectus, if applicable. Investments in other investment companies may involve the payment of substantial premiums above the value of such issuer’s portfolio securities.

5. Financial Derivative Instruments

Futures Contracts

Futures contracts are contracts to buy or sell a standard quantity of securities at a specified price on a future date. The Fund may enter into financial futures contracts as a method for keeping assets readily convertible to cash if needed to meet shareholder redemptions or for other needs while maintaining exposure to the stock or bond market, as applicable. The primary risks associated with the use of futures contracts are the possibility of illiquid markets or imperfect correlation between the values of the contracts and the underlying securities, or that the counterparty will fail to perform its obligations.

Upon entering into a futures contract, the Fund is required to set aside or deposit with a broker an amount, termed the initial margin, which typically represents a portion of the face value of the futures contract. The Fund usually reflects this amount on the Schedule of Investments as a U.S. Treasury Bill held as collateral for futures contracts or as Cash deposited with broker on the Statement of Assets and Liabilities. Payments to and from the broker, known as variation margin, are required to be made on a daily basis as the price of the futures contract fluctuates. Changes in initial settlement values are accounted for as unrealized appreciation (depreciation) until the contracts are terminated, at which time realized gains and losses are recognized. Futures contracts are valued at the most recent settlement price established each day by the exchange on which they are traded.

The following is a summary of the fair valuations of the Fund’s derivative instruments^{(1) (3)}:

Values of Derivative Instruments not accounted for as hedging instruments as of April 30, 2013 (000’s):

Statement of Assets and Liabilities	Derivatives	Fair Value
Unrealized appreciation of investments and futures contracts(2)	Equity Contracts	$	5,560

Effect of derivative instruments not accounted for as hedging instruments for the six months ended April 30, 2013 (000’s):

Statement of Operations	Derivatives	Total
Net realized gain (loss) from futures contracts	Equity Contracts	$	23,651
Change in net unrealized appreciation or (depreciation) of futures contracts	Equity Contracts		10,840

(1) See Note 3 in the Notes to Financial Statements for additional information.

(2) Includes only current day’s variation margin as reported within the Statement of Assets and Liabilities. Cumulative appreciation or (depreciation) of futures contracts is reported in the Schedule of Investments footnotes.

(3) The volume of derivative activity described above is reflective of the derivative activity through the current period of operations.

6. Federal Income and Excise Taxes

It is the policy of the Fund to qualify as a regulated investment company (“RIC”), by complying with all applicable provisions of Subchapter M of the Internal Revenue Code, as amended, and to make distribution of taxable income sufficient to relieve it from substantially all federal income and excise taxes. For federal income tax purposes, the Fund is treated as a single entity for the purpose of determining such qualification.

18

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

The Fund does not have any unrecognized tax benefits in the accompanying financial statements. Each of the tax years for the periods ended October 31, 2009, 2010, 2011, and 2012 remain subject to examination by the Internal Revenue Service. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in “Other expenses” on the Statement of Operations.

Dividends are categorized in accordance with income tax regulations which may treat certain transactions differently than U.S. GAAP. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying financial statements.

The tax character of distributions paid were as follows (in thousands):

	Six Months Ended April  30, 2013		Year Ended October 31, 2012
	(unaudited)
Distributions paid from:
Ordinary income*
Institutional Class	$	88,612	$	82,469
Y Class		2,997		3,555
Investor Class		64,236		77,449
Advisor Class		1,759		2,549
Retirement Class		57		18
A Class		126		88
C Class		35		23
AMR Class		14,045		14,457
Total distributions paid	$	171,867	$	180,608

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

As of April 30, 2013, the components of distributable earnings or (deficits) on a tax basis were as follows (in thousands):

Cost basis of investments for federal income tax purposes	$	7,912,251
Unrealized appreciation		1,870,863
Unrealized depreciation		(335,291	)
Net unrealized appreciation		1,535,572
Undistributed ordinary income		40,285
Accumulated long-term gain		(796,909	)
Other temporary differences		5,582
Distributable earnings or (deficits)	$	784,530

Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. The temporary differences between financial reporting and tax-basis reporting of unrealized appreciation or (depreciation) are attributable primarily to the tax deferral of losses from wash sales and the realization for tax purposes of unrealized gains or (losses) on certain derivative instruments.

Due to inherent differences in the recognition of income, expenses and realized gains or (losses) under U.S. GAAP and federal income tax regulations, permanent differences between book and tax reporting have been identified and appropriately reclassified on the Statement of Assets and Liabilities.

Accordingly, the following amounts represent current year permanent differences derived from Section 732 basis adjustments that have been reclassified as of April 30, 2013 (in thousands):

Paid-in-capital	$	3
Undistributed net investment income		(130	)
Accumulated net realized gain (loss)		127
Unrealized appreciation or (depreciation) of investments and futures contracts		—

19

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the “RIC MOD”) was enacted, which changed various technical rules governing the tax treatment of RICs. The changes are generally effective for taxable years beginning after the date of enactment. One of the more prominent changes addresses capital loss carryforwards. Under the RIC MOD, each Fund will be permitted to carry forward capital losses incurred in taxable years beginning after the date of enactment for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years, which carry an expiration date. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered all short-term as permitted under previous regulation.

Finally, the RIC MOD contains several provisions aimed at preserving the character of distributions made by a fiscal year RIC during the portion of its taxable year ending after October 31 or December 31, reducing the circumstances under which a RIC might be required to file amended Forms 1099 to restate previously reported distributions. Except for the simplification provisions related to RIC qualification, the RIC MOD is effective for taxable years beginning after December 22, 2010. The provisions related to RIC qualification are effective for taxable years for which the extended due date of the tax return is after December 22, 2010.

As of April 30, 2013, the capital loss carryforward positions of the Fund, prior to the provisions of RIC MOD that may be applied against any realized net taxable gain in each succeeding year or until their expiration dates, whichever occurs first, are $64,482, $684,423, and $42,443 expiring in 2016, 2017, and 2018, respectively (in thousands). The Fund utilized $162,571 of net capital loss carryforwards for the six months ended April 30, 2013.

7. Investment Transactions

The aggregate cost of purchases and proceeds from sales of investments, other than short-term obligations, for the six months ended April 30, 2013 were $1,651,078 and $1,807,185, respectively (in thousands).

A summary of the Fund’s direct transactions in the Select Funds for the six months ended April 30, 2013 is set forth below (in thousands):

Affiliate	October 31, 2012 Shares/Fair Value		Purchases		Sales		April 30, 2013 Shares/Fair Value
USG Select Fund	$	35,000	$	15,000	$	—	$	50,000

8. Capital Share Transactions

The tables below summarize the activity in capital shares for each Class of the Fund (dollars and shares in thousands):

For the Six months Ended April 30, 2013

	Institutional Class						Y Class						Investor Class						Advisor Class
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		19,898		$	453,459			5,208		$	117,074			15,196		$	328,244			593		$	12,595
Reinvestment of dividends		3,850			84,356			131			2,860			2,959			61,550			83			1,708
Shares redeemed		(15,259	)		(345,951	)		(521	)		(11,931	)		(37,559	)		(788,692	)		(751	)		(15,907	)
Net increase (decrease) in shares outstanding		8,489		$	191,864			4,818		$	108,003			(19,404	)	$	(398,898	)		(75	)	$	(1,604	)

20

American Beacon Large Cap Value Fund^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

	Retirement Class						A Class						C Class						AMR Class
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		52		$	1,100			56		$	1,194			40		$	879			2,290		$	53,269
Reinvestment of dividends		3			57			5			115			1			31			649			14,045
Shares redeemed		(16	)		(351	)		(37	)		(828	)		(7	)		(154	)		(4,288	)		(93,676	)
Net increase (decrease) in shares outstanding		39		$	806			24		$	481			34		$	756			(1,349	)	$	(26,362	)

For the Year Ended October 31, 2012

	Institutional Class						Y Class						Investor Class						Advisor Class
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		38,505		$	784,521			2,764		$	57,155			26,251		$	506,078			1,041		$	19,728
Reinvestment of dividends		4,077			75,537			192			3,547			4,246			74,766			143			2,499
Shares redeemed		(39,268	)		(795,028	)		(5,966	)		(126,980	)		(61,686	)		(1,177,109	)		(3,341	)		(65,045	)
Net increase (decrease) in shares outstanding		3,314		$	65,030			(3,010	)	$	(66,278	)		(31,189	)	$	(596,265	)		(2,157	)	$	(42,818	)

	Retirement Class						A Class						C Class						AMR Class
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		104		$	1,982			171		$	3,306			63		$	1,219			11,216		$	224,729
Reinvestment of dividends		1			18			4			79			1			20			789			14,457
Shares redeemed		(51	)		(943	)		(89	)		(1,684	)		(16	)		(317	)		(14,041	)		(270,477	)
Net increase (decrease) in shares outstanding		54		$	1,057			86		$	1,701			48		$	922			(2,036	)	$	(31,291	)

21

American Beacon Large Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Institutional Class
	Six Months Ended April 30, 2013			Year Ended October 31,
				2012			2011A			2010			2009			2008
	(unaudited)
Net asset value, beginning of period	$	21.58		$	18.99		$	18.56		$	16.32		$	15.01		$	26.03
Income from investment operations:
Net investment income		0.25			0.45			0.39			0.32			0.35			0.51
Net gains (losses) from investments (both realized and unrealized)		3.44			2.60			0.30			2.22			1.40			(10.41	)
Total income (loss) from investment operations		3.69			3.05			0.69			2.54			1.75			(9.90	)
Less distributions:
Dividends from net investment income		(0.49	)		(0.46	)		(0.26	)		(0.30	)		(0.44	)		(0.41	)
Distributions from net realized gains on securities		—			—			—			—			—			(0.71	)
Total distributions		(0.49	)		(0.46	)		(0.26	)		(0.30	)		(0.44	)		(1.12	)
Net asset value, end of period	$	24.78		$	21.58		$	18.99		$	18.56		$	16.32		$	15.01
Total return B,C		17.39	%D		16.48	%		3.69	%		15.68	%		12.41	%		(39.59	)%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	4,704,906		$	3,914,173		$	3,380,918		$	3,366,011		$	2,221,162		$	2,038,539
Ratios to average net assets (annualized):
Expenses, before reimbursements		0.58	%E		0.59	%		0.58	%		0.59	%		0.61	%		0.58	%
Expenses, net of reimbursements		0.58	%E		0.59	%		0.58	%		0.59	%		0.61	%		0.58	%
Net investment income (loss), before reimbursements		2.16	%E		2.23	%		1.96	%		1.73	%		2.36	%		2.19	%
Net investment income, net of reimbursements		2.16	%E		2.23	%		1.96	%		1.73	%		2.36	%		2.19	%
Portfolio turnover rate		20	%D		30	%		90	%		28	%		27	%		28	%

^A  On December 1, 2010, MFS Institutional Advisors, Inc. assumed management of the Large Cap Value Fund’s assets previously managed by Metropolitan West Capital Management, LLC.

^B  Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable.

^C  May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net assets for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^D  Not annualized.

^E  Annualized.

^F  Portfolio turnover rate is for the period from November 1, 2008 through October 31, 2009.

22

American Beacon Large Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

Y Class															Investor Class
Six Months Ended April 30, 2013			Year Ended October 31,									Aug. 3 to Oct. 31, 2009			Six Months Ended April  30, 2013			Year Ended October 31,
			2012			2011A			2010									2012			2011A			2010			2009			2008
(unaudited)															(unaudited)
$	21.47		$	18.92		$	18.49		$	16.32		$	15.59		$	20.43		$	17.99		$	17.61		$	15.51		$	14.29		$	24.83
	0.17			0.53			0.37			0.29			0.06			0.20			0.36			0.30			0.23			0.28			0.41
	3.49			2.50			0.30			2.22			0.67			3.26			2.47			0.29			2.12			1.34			(9.88	)
	3.66			3.03			0.67			2.51			0.73			3.46			2.83			0.59			2.35			1.62			(9.47	)
	(0.46	)		(0.48	)		(0.24	)		(0.34	)		—			(0.40	)		(0.39	)		(0.21	)		(0.25	)		(0.40	)		(0.36	)
	—			—			—			—			—			—			—			—			—			—			(0.71	)
	(0.46	)		(0.48	)		(0.24	)		(0.34	)		—			(0.40	)		(0.39	)		(0.21	)		(0.25	)		(0.40	)		(1.07	)
$	24.67		$	21.47		$	18.92		$	18.49		$	16.32		$	23.49		$	20.43		$	17.99		$	17.61		$	15.51		$	14.29
	17.32	%D		16.43	%		3.58	%		15.50	%		4.68	%D		17.19	%D		16.05	%		3.30	%		15.27	%		11.99	%		(39.72	)%
$	220,584		$	88,509		$	134,968		$	2,123		$	1		$	3,723,852		$	3,635,333		$	3,761,691		$	4,140,584		$	3,798,632		$	3,594,565
	0.67	%E		0.69	%		0.69	%		0.70	%		0.68	%E		0.94	%E		0.96	%		0.95	%		0.96	%		0.93	%		0.83	%
	0.67	%E		0.69	%		0.69	%		0.70	%		0.68	%E		0.94	%E		0.96	%		0.95	%		0.96	%		0.93	%		0.83	%
	1.86	%E		2.12	%		1.88	%		1.51	%		1.58	%E		1.84	%E		1.89	%		1.59	%		1.36	%		2.05	%		1.94	%
	1.86	%E		2.12	%		1.88	%		1.51	%		1.58	%E		1.84	%E		1.89	%		1.59	%		1.36	%		2.05	%		1.94	%
	20	%D		30	%		90	%		28	%		27	%F		20	%D		30	%		90	%		28	%		27	%		28	%

23

American Beacon Large Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Advisor Class
	Six Months Ended April 30, 2013			Year Ended October 31,
				2012			2011A			2010			2009			2008
	(unaudited)
Net asset value, beginning of period	$	20.25		$	17.83		$	17.47		$	15.39		$	14.19		$	24.70
Income from investment operations:
Net investment income (loss)		0.19			0.31			0.27			0.21			0.26			0.32
Net gains (losses) from investments (both realized and unrealized)		3.23			2.48			0.28			2.10			1.32			(9.79	)
Total income (loss) from investment operations		3.42			2.79			0.55			2.31			1.58			(9.47	)
Less distributions:
Dividends from net investment income		(0.36	)		(0.37	)		(0.19	)		(0.23	)		(0.38	)		(0.33	)
Distributions from net realized gains on securities		—			—			—			—			—			(0.71	)
Total distributions		(0.36	)		(0.37	)		(0.19	)		(0.23	)		(0.38	)		(1.04	)
Net asset value, end of period	$	23.31		$	20.25		$	17.83		$	17.47		$	15.39		$	14.19
Total return B,C		17.09	%D		15.96	%		3.11	%		15.14	%		11.81	%		(39.87	)%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	117,545		$	103,629		$	129,739		$	128,080		$	114,945		$	99,416
Ratios to average net assets (annualized):
Expenses, before reimbursements		1.07	%E		1.08	%		1.08	%		1.10	%		1.12	%		1.08	%
Expenses, net of reimbursements		1.07	%E		1.08	%		1.08	%		1.10	%		1.10	%		1.08	%
Net investment income (loss), before reimbursements		1.68	%E		1.78	%		1.46	%		1.23	%		1.84	%		1.69	%
Net investment income, net of reimbursements		1.68	%E		1.78	%		1.46	%		1.23	%		1.86	%		1.69	%
Portfolio turnover rate		20	%D		30	%		90	%		28	%		27	%		28	%

^A  On December 1, 2010, MFS Institutional Advisors, Inc. assumed management of the Large Cap Value Fund’s assets previously managed by Metropolitan West Capital Management, LLC.

^B  Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable.

^C  May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net assets for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^D  Not annualized.

^E  Annualized.

^F  Portfolio turnover rate is for the period from November 1, 2008 through October 31, 2009.

^G  Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

24

American Beacon Large Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

Retirement Class															A Class												C Class
Six Months Ended April 30, 2013			Year Ended October 31,									May 1 to Oct. 31, 2009			Six Months Ended April 30, 2013			Year Ended October 31,						May 17 to Oct. 31, 2010			Six Months Ended April  30, 2013			Year Ended October 31,						Sept. 1 to Oct. 31, 2010
			2012			2011A			2010									2012			2011A									2012			2011A
(unaudited)															(unaudited)												(unaudited)
$	20.07		$	17.74		$	17.32		$	15.36		$	12.66		$	20.41		$	18.01		$	17.61		$	16.93		$	20.29		$	17.95		$	17.58		$	16.17
	0.18			0.28			0.20			0.18			0.08			0.19			0.36			0.24			0.03			0.15			0.22			0.10			(0.01	)
	3.16			2.42			0.30			2.07			2.62			3.25			2.44			0.31			0.65			3.19			2.42			0.32			1.42
	3.34			2.70			0.50			2.25			2.70			3.44			2.80			0.55			0.68			3.34			2.64			0.42			1.41
	(0.44	)		(0.37	)		(0.08	)		(0.29	)		—			(0.41	)		(0.40	)		(0.15	)		—			(0.29	)		(0.30	)		(0.05	)		—
	—			—			—			—			—			—			—			—			—			—			—			—			—
	(0.44	)		(0.37	)		(0.08	)		(0.29	)		—			(0.41	)		(0.40	)		(0.15	)		—			(0.29	)		(0.30	)		(0.05	)		—
$	22.97		$	20.07		$	17.74		$	17.32		$	15.36		$	23.44		$	20.41		$	18.01		$	17.61		$	23.34		$	20.29		$	17.95		$	17.58
	16.90	%D		15.57	%		2.86	%		14.78	%		21.33	%D		17.09	%D		15.91	%		3.12	%		4.02	%D		16.65	%D		14.97	%		2.36	%		8.72	%D
$	3,451		$	2,230		$	1,019		$	2		$	1		$	7,710		$	6,222		$	3,942		$	814		$	3,634		$	2,468		$	1,329		$	38
	1.36	%E		1.42	%		1.39	%		1.37	%		1.37	%E		1.09	%E		1.12	%		1.16	%		1.06	%E		1.84	%E		1.88	%		2.54	%		2.14	%E
	1.36	%E		1.42	%		1.39	%		1.37	%		1.37	%E		1.09	%E		1.12	%		1.16	%		1.06	%E		1.84	%E		1.87	%		1.84	%		1.87	%E
	1.30	%E		1.19	%		1.06	%		0.95	%		1.15	%E		1.63	%E		1.66	%		1.37	%		1.09	%E		0.87	%E		0.89	%		(0.01	)%		(0.76	)%E
	1.30	%E		1.19	%		1.06	%		0.95	%		1.15	%E		1.63	%E		1.66	%		1.37	%		1.09	%E		0.87	%E		0.89	%		0.68	%		(0.50	)%E
	20	%D		30	%		90	%		28	%		27	%F		20	%D		30	%		90	%		28	%G		20	%D		30	%		90	%		28	%G

25

American Beacon Large Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	AMR Class
	Six Months Ended April  30, 2013			Year Ended October 31,
				2012			2011A			2010			2009			2008
	(unaudited)
Net asset value, beginning of period	$	21.36		$	18.81		$	18.37		$	16.14		$	14.88		$	25.80
Income from investment operations:
Net investment income		0.29			0.52			0.41			0.34			0.37			0.51
Net gains (losses) from investments (both realized and unrealized)		3.39			2.54			0.32			2.22			1.38			(10.26	)
Total income (loss) from investment operations		3.68			3.06			0.73			2.56			1.75			(9.75	)
Less distributions:
Dividends from net investment income		(0.54	)		(0.51	)		(0.29	)		(0.33	)		(0.49	)		(0.46	)
Distributions from net realized gains on securities		—			—			—			—			—			(0.71	)
Total distributions		(0.54	)		(0.51	)		(0.29	)		(0.33	)		(0.49	)		(1.17	)
Net asset value, end of period	$	24.50		$	21.36		$	18.81		$	18.37		$	16.14		$	14.88
Total return B,C		17.52	%D		16.75	%		3.94	%		16.04	%		12.59	%		(39.43	)%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	658,033		$	602,667		$	568,768		$	558,089		$	520,799		$	497,127
Ratios to average net assets (annualized):
Expenses, before reimbursements		0.32	%E		0.33	%		0.33	%		0.34	%		0.36	%		0.32	%
Expenses, net of reimbursements		0.32	%E		0.33	%		0.33	%		0.34	%		0.36	%		0.32	%
Net investment income (loss), before reimbursements		2.44	%E		2.51	%		2.21	%		1.98	%		2.62	%		2.44	%
Net investment income, net of reimbursements		2.44	%E		2.51	%		2.21	%		1.98	%		2.62	%		2.44	%
Portfolio turnover rate		20	%D		30	%		90	%		28	%		27	%		28	%

^A  On December 1, 2010, MFS Institutional Advisors, Inc. assumed management of the Large Cap Value Fund’s assets previously managed by Metropolitan West Capital Management, LLC.

^B  Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable.

^C  May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net assets for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^D  Not annualized.

^E  Annualized.

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29

Delivery of Documents

eDelivery is NOW AVAILABLE- Stop traditional mail delivery and receive your

shareholder reports and summary prospectus on-line. Sign up at

www.americanbeaconfunds.com

If you invest in the Fund through a financial institution, you may be able to receive the Fund’s regulatory mailings, such as the Prospectus, Annual Report and Semi-Annual Report, by e-mail. If you are interested in this option, please go to www.icsdelivery.com and search for your financial institution’s name or contact your financial institution directly.

To obtain more information about the Fund:

By E-mail: american_beacon.funds@ambeacon.com	On the Internet: Visit our website at www.americanbeaconfunds.com
By Telephone: Institutional, Y, Investor, Advisor, and Retirement Classes Call (800) 658-5811 AMR ClassSM Call (800) 345-2345	By Mail: American Beacon Funds P.O. Box 219643 Kansas City, MO 64121-9643
Availability of Quarterly Portfolio Schedules In addition to the Schedule of Investments provided in each semi-annual and annual report, the Fund files a complete schedule of its portfolio holdings with the Securities and Exchange Commission (“SEC”) on Form N-Q as of the first and third fiscal quarters. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov. The Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Section, 100 F Street, NE, Washington, D.C. 20549-1520. Information regarding the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330. A complete schedule of the Fund’s portfolio holdings is also at www.americanbeaconfunds.com approximately twenty days after the end of each month.	Availability of Proxy Voting Policy and Records A description of the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available in the Fund’s Statement of Additional Information, is available free of charge on the Fund’s website www.americanbeaconfunds.com and by calling 1-800-967-9009 or by accessing the SEC’s website at www.sec.gov. The Fund’s proxy voting record for the most recent year ended June 30 is filed annually with the SEC on Form N-PX. The Fund’s Forms N-PX are available on the SEC’s website at www.sec.gov. The Fund’s proxy voting record may also be obtained by calling 1-800-967-9009.

Fund Service Providers:

CUSTODIAN State Street Bank and Trust Boston, Massachusetts TRANSFER AGENT Boston Financial Data Services Kansas City, Missouri INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM Ernst & Young LLP Dallas, Texas DISTRIBUTOR
Foreside Fund Services,
LLC Portland, Maine

This report is prepared for shareholders of the American Beacon Funds and may be distributed to others only if preceded or accompanied by a current Prospectus or Summary Prospectus.

American Beacon Funds and the American Beacon Large Cap Value Fund are service marks of American Beacon Advisors, Inc.

SAR 4/13

About American Beacon Advisors

Since 1986, American Beacon Advisors has offered a variety of products and investment advisory services to numerous institutional and retail clients, including a variety of mutual funds, corporate cash management, and separate account management.

Our clients include defined benefit plans, defined contribution plans, foundations, endowments, corporations, financial planners, and other institutional investors. With American Beacon Advisors, you can put the experience of a multi-billion dollar asset management firm to work for your company.

Contents

President’s Message	1
Performance Overview	2-3
Schedule of Investments	5
Financial Highlights	26
Additional Information	Back Cover

The Fund may invest in futures contracts, which are a type of derivative investment. Investing in derivatives could result in losing more than the amount invested. Investing in foreign securities entails additional risk not associated with domestic securities, such as currency fluctuations, economic and political instability and differences in accounting standards. The intrinsic value of stocks selected for the Fund may never be realized by the market, and the prices of value stocks may go down. While investing in value stocks may limit downside risk over time, the Fund may produce more modest gains than riskier stock funds as a trade-off for this potentially lower risk. Investing in the securities of small capitalization companies involves greater risk and the possibility of greater price volatility than investing in larger capitalization and more established companies. Please see the prospectus for a complete discussion of the Fund’s risks. There can be no assurances that the investment objectives of this Fund will be met. The Fund may participate in a securities lending program.

Any opinions herein, including forecasts, reflect our judgment as of the end of the reporting period and are subject to change. Each advisor’s strategies and the Fund’s portfolio composition will change depending on economic and market conditions. This report is not a complete analysis of market conditions and therefore, should not be relied upon as investment advice. Although economic and market information has been compiled from reliable sources, American Beacon Advisors, Inc. makes no representation as to the completeness or accuracy of the statements contained herein.

American Beacon Funds April 30, 2013

Dear Shareholders,   The past six months have been particularly good for the U.S. stock market. The broad-based Russell 3000 Index rose by more than 15% over the six months that ended on April 30. During that period, small-cap stocks fared even better. The Russell 2000 Index, which is a barometer of U.S. small-cap stocks, was up 16.58%, as was the Fund’s benchmark, the Russell 2000 Value Index.   The outperformance of small-cap stocks was due in part to the continued low interest rate environment, which tends to benefit smaller, more credit-dependent companies.

We are pleased to report that even during this period of robust index returns, the American Beacon Small Cap Value Fund was still able to outperform its benchmark.

For the six months ended April 30, 2013, the American Beacon Small Cap Value Fund (Institutional Class) returned 17.54%.

All of us here at American Beacon thank you for your confidence in our abilities and your investment in the American Beacon Funds. For additional information about the Funds or to access your account information, please visit our website at www.americanbeaconfunds.com.

    Best Regards,

    Gene L. Needles, Jr.

    President

    American Beacon Funds

1

American Beacon Small Cap Value Fund^SM

Performance Overview

April 30, 2013 (Unaudited)

The Investor Class of the Small Cap Value Fund (the “Fund”) returned 17.34% for the six months ended April 30, 2013, outperforming the Russell 2000^® Value Index (the “Index”) return of 16.58% and the Lipper Small-Cap Value Funds Index return of 15.72% for the same period.

Total Returns for the Period ended 4/30/13:

	6 Months*			1 Year			5 Years			10 Years
Institutional Class (1,8)		17.54	%		18.32	%		7.76	%		11.51	%
Y Class (1,2,8)		17.49	%		18.23	%		7.64	%		11.45	%
Investor Class (1,8)		17.34	%		17.86	%		7.39	%		11.17	%
Advisor Class (1,3,8)		17.23	%		17.75	%		7.23	%		10.94	%
Retirement Class (1,4,8)		17.12	%		17.41	%		7.01	%		10.82	%
A Class with sales charges (1,5,8		10.50	%		10.96	%		6.01	%		10.46	%
A Class without sales charges (1,5,8)		17.23	%		17.75	%		7.27	%		11.11	%
C Class with sales charge (1,6,8)		15.86	%		15.86	%		6.83	%		10.88	%
C Class without sales charge (1,6,8)		16.86	%		16.86	%		6.83	%		10.88	%
AMR Class (1,8)		17.70	%		18.66	%		8.04	%		11.80	%
Lipper Small-Cap Value Funds Index (7)		15.72	%		15.71	%		7.16	%		11.02	%
Russell 2000 Value Index (7)		16.58	%		19.71	%		6.60	%		10.28	%

* Not annualized

1. Please note the recent growth rate in the stock market has helped to produce short-term returns that are not typical and may not continue in the future. Performance shown is historical and is not indicative of future returns. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please visit www.americanbeaconfunds.com or call 1-800-967-9009. Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares.

2. Fund performance for the five-year and ten-year periods represent the returns achieved by the Institutional Class from 4/30/03 up to 8/3/09, the inception date of the Y Class and the returns of the Y Class since its inception. Expenses of the Y Class are higher than those of the Institutional Class. As a result, total returns shown may be higher than they would have been had the Y Class been in existence since 4/30/03.

3. A portion of the fees charged to the Advisor Class of the Fund was waived through 2004. Performance prior to waiving fees was lower than the actual returns shown for periods through 2004.

4. Fund performance for the five-year and ten-year periods represent the returns achieved by the Advisor Class from 5/1/03 up to 5/1/09, the inception date of the Retirement Class, and the returns of the Retirement Class since its inception. Expenses of the Retirement Class are higher than those of the Advisor Class. As a result, total returns shown may be higher than they would have been had the Retirement Class been in existence since 4/30/03.

5. Fund performance for the five-year and ten-year periods represent the returns achieved by the Investor Class from 4/30/03 up to 5/17/10, the inception date of the A Class, and the returns of the A Class since its inception. Expenses of the A Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the A Class been in existence since 4/30/03. The maximum sales charge for A Class is 5.75%.

6. Fund performance for the five-year and ten-year periods represent the returns achieved by the Investor Class from 4/30/03 up to 9/1/10, the inception date of the C Class, and the returns of the C Class since its inception. Expenses of the C Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the C Class been in existence since 4/30/03. The maximum contingent deferred sales charge for C Class is 1.00% for shares redeemed within one year of the date of purchase.

7. Russell 2000 Value and Russell 2000 Indices are registered trademarks of Frank Russell Company. The Russell 2000 Value Index is an unmanaged index of those stocks in the Russell 2000 Index with lower price-to-book ratios and lower forecasted growth values. The Lipper Small-Cap Value Funds Index tracks the results of the 30 largest mutual funds in the Lipper Small-Cap Value Funds category. Lipper is an independent mutual fund research and ranking service. One cannot directly invest in an index.

8. The total annual Fund operating expense ratio set forth in the most recent Fund prospectus for the Institutional, Y, Investor, Advisor, Retirement, A, C, and AMR Class shares was 0.92%, 1.01%, 1.28%, 1.42%, 1.73%, 1.54%, 2.31%, and 0.66%, respectively. The expense ratios above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

The Fund outperformed the Index primarily due to stock selection as sector allocation added minimal value relative to the Index.

Holdings in the Health Care sector contributed most to performance adding over 50 basis points (0.50%). In the Health Care sector, LifePoint Hospitals (up 35.6%), Health Management Associates (up 62.1%) and Covance (up 53.1%) were the largest contributors. The Fund’s Materials, Industrials and Energy companies also generated excess returns. In the Materials sector, not owning Hecla Mining and McEwen Mining, which were down 48.0% and 52.1%, respectively in the Index, positively impacted Fund performance. US Silica Holdings (up 57.2%) also added value. Mobile Mini (up 61.5%), Oshkosh (up 31.0%) and Terex (up 30.0%) contributed most to excess returns in the Industrials sector. Newpark Resources (up 54.7%) added relative value in the Energy sector. Not owning Arch Coal and Forest Oil, which were down 38.5% and 44.7%, respectively in the Index, also contributed to the Fund’s returns.

2

American Beacon Small Cap Value Fund^SM

Fund Expenses

April 30, 2013 (Unaudited)

The Fund’s overweight position in Industrials, one of the better performing sectors in the Index, and an underweight in the Utilities sector contributed to performance through sector allocation. This positive performance was somewhat offset by an overweight in Materials, the worst performing sector in the Index, which detracted relative value.

The sub-advisors continue to focus on uncovering investment opportunities through stock selection that should benefit the Fund’s performance over the longer-term.

Top Ten Holdings (% Net Assets)

Endurance Specialty Holdings Ltd.	0.9
HealthSouth Corp.	0.9
LifePoint Hospitals, Inc.	0.9
Vishay Intertechnology, Inc.	0.9
Oshkosh Corp.	0.8
Aspen Insurance Holdings Ltd.	0.8
First Horizon National Corp.	0.8
Rent-A-Center, Inc.	0.7
Avis Budget Group, Inc.	0.7
City National Corp.	0.7
Total Fund Holdings	539

Sector Allocation (% Equities)

Financials	29.7
Industrials	20.3
Consumer Discretionary	15.2
Information Technology	11.0
Energy	6.8
Materials	6.2
Health Care	5.8
Utilities	3.3
Consumer Staples	1.4
Telecommunication Services	0.3

3

American Beacon Small Cap Value Fund^SM

Performance Overview

April 30, 2013 (Unaudited)

Fund Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs including sales charges (loads) on purchase payments and (2) ongoing costs, including management fees, administrative service fees, distribution (12b-1) fees, and other Fund expenses. The examples below are intended to help you understand the ongoing cost (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the period in each Class and held for the entire period from November 1, 2012 through April 30, 2013.

Actual Expenses

The “Actual” lines of the table provide information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. Shareholders of the Investor and Institutional Classes that invest in the Fund through an IRA or Roth IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

Hypothetical Example for Comparison Purposes

The “Hypothetical” lines of the table provide information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed 5% per year rate of return before expenses (not the Fund’s actual return). You may compare the ongoing costs of investing in the Fund with other funds by contrasting this 5% hypothetical example and the 5% hypothetical examples that appear in the shareholder reports of the other funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. Shareholders of the Investor and Institutional

Classes that invest in the Fund through an IRA or Roth IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

You should also be aware that the expenses shown in the table highlight only your ongoing costs and do not reflect any transaction costs charged by the Fund, such as sales charges (loads). Similarly, the expense examples for other funds do not reflect any transaction costs charged by those funds, such as sales charges (loads), redemption fees or exchange fees. Therefore, the “Hypothetical” lines of the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. If you were subject to any transaction costs during the period, your costs would have been higher.

	Beginning Account Value 11/1/12		Ending Account Value 4/30/13		Expenses Paid During Period* 11/1/12-4/30/13
Institutional Class
Actual	$	1,000.00	$	1,175.35	$	4.48
Hypothetical **	$	1,000.00	$	1,020.68	$	4.16
Y Class
Actual	$	1,000.00	$	1,174.95	$	4.96
Hypothetical **	$	1,000.00	$	1,020.23	$	4.61
Investor Class
Actual	$	1,000.00	$	1,173.44	$	6.41
Hypothetical **	$	1,000.00	$	1,018.89	$	5.96
Advisor Class
Actual	$	1,000.00	$	1,172.27	$	7.11
Hypothetical **	$	1,000.00	$	1,018.25	$	6.61
Retirement Class
Actual	$	1,000.00	$	1,171.22	$	8.61
Hypothetical **	$	1,000.00	$	1,016.86	$	8.00
A Class
Actual	$	1,000.00	$	1,172.31	$	7.11
Hypothetical **	$	1,000.00	$	1,018.25	$	6.61
AMR Class
Actual	$	1,000.00	$	1,177.03	$	3.08
Hypothetical **	$	1,000.00	$	1,021.97	$	2.86
C Class
Actual	$	1,000.00	$	1,168.59	$	11.13
Hypothetical **	$	1,000.00	$	1,014.53	$	10.34

* Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 0.83%, 0.92%, 1.19%, 1.32%, 1.60%, 1.32%, 2.07% and 0.57% for the Institutional, Y, Investor, Advisor, Retirement, A, C and AMR Classes respectively, multiplied by the average account value over the period, multiplied by the number derived by dividing the number of days in the most recent fiscal half-year (181) by days in the year (365) to reflect the half-year period.

** 5% return before expenses.

4

American Beacon Small Cap Value Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Shares		Fair Value
			(000’s)
COMMON STOCK—94.51%
CONSUMER DISCRETIONARY—14.35%
Auto Components—1.76%
American Axle & Manufacturing Holdings, Inc.A		1,778,424	$	23,777
Cooper Tire & Rubber Co.		314,149		7,819
Dana Holding Corp.B		1,046,080		18,044
Gentex Corp.		384,300		8,647
Goodyear Tire & Rubber Co.A		411,200		5,138
Standard Motor Products, Inc.		56,087		1,719
Superior Industries International, Inc.		68,220		1,253
Tenneco, Inc.A		150,500		5,820
				72,217
Automobiles—0.97%
Avis Budget Group, Inc.A		1,019,600		29,405
Hyster-Yale Materials Handling, Inc.		49,377		2,577
Thor Industries, Inc.		208,590		7,737
				39,719
Hotels, Restaurants & Leisure—1.00%
Brinker International, Inc.		94,420		3,673
CEC Entertainment, Inc.		27,850		929
Cheesecake Factory Inc		199,740		7,954
International Speedway Corp., Class A		76,934		2,529
Lakes Entertainment, Inc.A		150,800		477
Orient-Express Hotels Ltd., Class AA		476,580		4,813
Ruby Tuesday, Inc.A		470,800		4,539
SHFL Entertainment, Inc.A		271,000		4,282
Speedway Motorsports, Inc.		103,500		1,866
WMS Industries, Inc.		388,900		9,869
				40,931
Household Durables—1.77%
Cavco Industries, Inc.A		53,059		2,421
Ethan Allen Interiors, Inc.B		214,110		6,269
Furniture Brands International, Inc.A B		833,900		917
Harman International Industries, Inc.		191,600		8,566
Helen of Troy Ltd.A		148,629		5,184
KB HomeB		224,470		5,060
Lancaster Colony Corp.		77,150		6,089
M/I Homes, Inc.A		241,196		5,933
Matthews International Corp., Class A		27,590		1,016
Meritage Homes Corp.		136,130		6,642
National Presto Industries, Inc.B		1,751		131
Standard Pacific Corp.A B		492,320		4,455
Whirlpool Corp.		174,200		19,909
				72,592
Internet & Catalog Retail—0.05%
Insight Enterprises, Inc.A		111,389		2,018
Leisure Equipment & Products—0.68%
Brunswick Corp.		762,800		24,150
Callaway Golf Co.B		122,120		818
Smith & Wesson Holding Corp.A B		165,600		1,454
Sturm Ruger & Co. Inc.B		32,300		1,656
				28,078
Media—2.10%
AMC Networks, Inc., Class AA		220,100		13,869
Banner Corp.		29,600		967
Belo Corp., Class A		259,040		2,777

	Shares		Fair Value
			(000’s)
DreamWorks Animation SKG, Inc., Class AA B		285,750	$	5,509
EW Scripps Co., Class AA		244,820		3,401
Gannett Co. Inc.		499,200		10,064
John Wiley & Sons, Inc., Class A		256,598		9,794
Meredith Corp.B		149,027		5,785
New York Times Co.A		281,250		2,492
Scholastic Corp.		82,406		2,262
Sinclair Broadcast Group, Inc., Class A		143,700		3,851
Valassis Communications, Inc.B		1,002,400		25,691
				86,462
Multiline Retail—0.36%
Dillard’s, Inc., Class A		71,300		5,876
Fred’s, Inc., Class A		79,540		1,132
Saks, Inc.B		668,634		7,722
				14,730
Specialty Retail—4.09%
Aaron’s, Inc.		413,310		11,866
America’s Car-Mart, Inc.A		268,703		12,433
Asbury Automotive Group, Inc.A		83,220		3,336
Cabela’s, Inc.A		208,400		13,379
Cato Corp., Class A		173,500		4,166
Children’s Place Retail Stores, Inc.A		148,750		7,277
Express, Inc.		283,610		5,165
Finish Line Inc., Class A		327,610		6,352
GameStop Corp., Class AB		248,300		8,666
Hanesbrands, Inc.		89,570		4,493
Lithia Motors, Inc., Class A		47,700		2,362
Men’s Wearhouse, Inc.		424,000		14,204
OfficeMax, Inc.B		747,100		8,599
Pep Boys, Inc.A		682,610		7,918
Rent-A-Center, Inc.		878,818		30,698
Rush Enterprises, Inc., Class AA		485,000		11,102
Sonic Automotive, Inc., Class A		103,640		2,279
Titan Machinery, Inc.A B		410,000		9,250
Zumiez, Inc.A B		174,090		5,043
				168,588
Textiles & Apparel—1.57%
Deckers Outdoor Corp.A B		188,370		10,383
G-III Apparel Group Ltd.A		50,200		2,041
Guess? Inc.B		645,150		17,858
Jones Group, Inc.		434,155		6,078
Oxford Industries, Inc.		67,330		3,981
Quiksilver, Inc.A		1,623,600		10,927
Skechers U.S.A. Inc., Class AA		436,330		9,067
True Religion Apparel, Inc.		158,820		4,298
				64,633
Total Consumer Discretionary				589,968
CONSUMER STAPLES—1.34%
Food & Drug Retailing—0.45%
Andersons, Inc.		46,640		2,543
Casey’s General Stores, Inc.		127,436		7,380
Harris Teeter Supermarkets, Inc.		204,730		8,555
				18,478
Food Products—0.80%
Darling International, Inc.A		746,790		13,823
Dole Food Co., Inc.A		532,750		5,732
Fresh Del Monte Produce, Inc.		150,480		3,824
Overhill Farms, Inc.A		316,300		1,265
Smithfield Foods, Inc.A		231,600		5,929

See accompanying notes

5

American Beacon Small Cap Value Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Shares		Fair Value
			(000’s)
USANA Health Sciences, Inc.A B		36,800	$	2,076
				32,649
Personal Products—0.01%
Steiner Leisure Ltd.A		11,700		567
Tobacco—0.08%
Universal Corp.B		58,400		3,361
Total Consumer Staples				55,055
ENERGY—6.45%
Energy Equipment & Services—3.90%
Atwood Oceanics, Inc.A		399,847		19,612
Bristow Group, Inc.		91,740		5,798
C&J Energy Services, Inc.A B		133,100		2,634
Exterran Holdings, Inc.A		137,700		3,638
Gulf Island Fabrication, Inc.		65,260		1,342
Hercules Offshore, Inc.A		396,270		2,921
Hornbeck Offshore Services, Inc.A		65,610		2,947
Key Energy Services, Inc.A		1,358,150		8,067
Matrix Service Co.A		143,225		2,153
McDermott International, Inc.A		573,960		6,130
Newpark Resources, Inc.A		1,903,300		19,984
Oil States International, Inc.A		97,900		8,748
Patterson-UTI Energy, Inc.		351,100		7,405
Precision Drilling Corp.B		2,403,400		19,468
RPC, Inc.B		548,800		7,266
SEACOR Holdings, Inc.		58,710		4,234
Superior Energy Services, Inc.A		364,740		10,063
Tesco Corp.A		663,364		8,093
Tidewater, Inc.		141,890		7,442
Unit Corp.A		294,685		12,386
				160,331
Oil & Gas—2.55%
Approach Resources, Inc.A B		298,250		7,074
Berry Petroleum Co., Class A		332,536		15,932
Bill Barrett Corp.A B		73,400		1,458
Cloud Peak Energy, Inc.		1,246,720		24,361
Delek US Holdings, Inc.		142,600		5,146
EPL Oil & Gas, Inc.A		339,750		11,100
Helix Energy Solutions Group, Inc.A		811,900		18,706
Resolute Energy Corp.A		102,000		940
Stone Energy Corp.A		399,100		7,874
Western Refining, Inc.		227,200		7,023
WPX Energy, Inc.A		330,300		5,163
				104,777
Total Energy				265,108
FINANCIALS—28.14%
Banks—11.75%
1st Source Corp.		60,700		1,428
Associated Banc-Corp		1,668,605		23,811
Astoria Financial Corp.		246,000		2,359
Bancorp, Inc.A		287,307		3,735
BancorpSouth, Inc.		730,982		11,696
Bank of Hawaii Corp.		121,886		5,813
Bank of the Ozarks, Inc.		625,400		25,598
BBCN Bancorp, Inc.		753,685		9,707
Beneficial Mutual Bancorp, Inc.A		197,600		1,689
Berkshire Hills Bancorp, Inc.		51,898		1,342
Brookline Bancorp, Inc.		703,220		5,907
Cardinal Financial Corp.		195,180		2,976

	Shares		Fair Value
			(000’s)
Cathay General Bancorp		198,960	$	3,922
Chemical Financial Corp.		111,195		2,758
City Holding Co.B		35,710		1,363
City National Corp.		476,708		27,283
CoBiz Financial, Inc.		331,441		2,837
Columbia Banking System, Inc.		106,830		2,294
Community Bank System, Inc.		26,230		751
CTBI Preferred Capital Trust III		37,900		1,312
CVB Financial Corp.		652,013		7,087
Dime Community Bancshares, Inc.		86,255		1,231
East West Bancorp, Inc.		324,505		7,895
First Commonwealth Financial Corp.		283,600		2,028
First Financial Bancorp		710,050		10,913
First Financial Holdings, Inc.		79,000		1,583
First Horizon National Corp.		2,982,998		31,024
First Interstate Bancsystem, Inc.		296,000		6,015
First Midwest Bancorp, Inc.		736,787		9,247
First Niagara Financial Group, Inc.		595,277		5,661
FirstMerit Corp.		614,111		10,520
Flushing Financial Corp.		30,900		469
FNB Corp.		319,630		3,641
Fulton Financial Corp.		877,165		9,701
Glacier Bancorp, Inc.		145,944		2,693
Hancock Holding Co.		560,648		15,289
Home Federal Bancorp, Inc.		171,000		2,083
Iberiabank Corp.		411,670		18,780
Independent Bank Corp.		40,350		1,252
International Bancshares Corp.		211,272		4,099
Lakeland Financial Corp.		25,785		691
MB Financial, Inc.		495,860		12,277
National Penn Bancshares, Inc.		551,317		5,397
NBT Bancorp, Inc.		106,063		2,148
Northwest Bancshares, Inc.		279,190		3,420
Old National Bancorp		255,840		3,116
PacWest Bancorp		291,330		8,079
Pinnacle Financial Partners, Inc.A		86,420		2,097
Popular, Inc.A		226,200		6,444
PrivateBancorp, Inc.		192,800		3,698
Prosperity Bancshares, Inc.		415,569		19,091
Provident Financial Services, Inc.		491,580		7,536
Renasant Corp.		62,900		1,435
Republic Bancorp, Inc., Class A		45,800		1,017
Sandy Spring Bancorp, Inc.		58,700		1,202
SCBT Financial Corp.		48,450		2,314
State Bank Financial Corp.		861,150		12,668
Sterling Financial Corp.		153,900		3,355
Susquehanna Bancshares, Inc.		466,320		5,442
SVB Financial GroupA		61,530		4,375
Synovus Financial Corp.		5,666,120		15,242
Taylor Capital Group, Inc.A		27,000		396
TCF Financial Corp.		175,521		2,554
Umpqua Holdings Corp.		323,200		3,878
United Community Banks, Inc.A		190,080		2,081
Washington Federal, Inc.		504,730		8,666
Washington Trust Bancorp, Inc.		59,800		1,600
Webster Financial Corp.		829,301		19,381
WesBanco, Inc.		113,453		2,840
Western Alliance BancorpA		472,798		6,955
Wintrust Financial Corp.		402,620		14,438
Zions Bancorporation		391,400		9,636
				483,261

See accompanying notes

6

American Beacon Small Cap Value Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Shares		Fair Value
			(000’s)
Diversified Financials—3.95%
Advent Software, Inc.A		92,070	$	2,674
CapitalSource, Inc.		523,850		4,688
Capitol Federal Financial, Inc.		411,650		4,874
Cash America International, Inc.B		354,400		15,462
CBIZ, Inc.A		52,520		341
CoreLogic, Inc.A		455,950		12,438
Credit Acceptance Corp.A		69,268		6,950
DFC Global Corp.A		49,630		670
E*Trade Financial Corp.A		1,805,810		18,581
Encore Capital Group, Inc.A		431,100		12,282
Euronet Worldwide, Inc.A		41,394		1,264
EZCORP, Inc., Class AA		1,010,150		17,071
Federated Investors, Inc., Class BB		235,937		5,417
Flagstar Bancorp, Inc.A		93,800		1,164
Global Cash Access Holdings, Inc.A		1,398,350		9,970
Green Dot Corp., Class AA B		704,450		11,067
Interactive Brokers Group, Inc., Class A		100,866		1,519
Janus Capital Group, Inc.		1,546,300		13,793
Nelnet, Inc., Class A		117,429		3,993
NewStar Financial, Inc.A		128,030		1,530
Oritani Financial Corp.		111,800		1,730
Piper Jaffray CosA		182,277		6,154
Prospect Capital Corp.		118,427		1,306
Waddell & Reed Financial, Inc., Class A		71,717		3,075
Walker & Dunlop, Inc.A		58,000		1,033
World Acceptance Corp.A B		39,580		3,517
				162,563
Insurance—8.51%
Allied World Assurance Co. Holdings AG		125,535		11,400
American Equity Investment Life Holding Co.		180,670		2,753
American Financial Group, Inc.		204,535		9,873
Amtrust Financial Services, Inc.B		185,110		5,861
Argo Group International Holdings Ltd.		257,000		10,653
Aspen Insurance Holdings Ltd.		855,295		32,664
Assurant, Inc.		94,700		4,502
CNO Financial Group, Inc.		2,287,730		25,897
Employers Holdings, Inc.		111,360		2,522
Endurance Specialty Holdings Ltd.		790,600		38,715
Enstar Group Ltd.A		138,143		17,557
FBL Financial Group, Inc., Class A		38,700		1,521
First American Financial Corp.		165,300		4,425
Global Indemnity PLCA		434,123		9,677
Hanover Insurance Group, Inc.		160,370		8,087
HCC Insurance Holdings, Inc.		188,860		8,045
Hilltop Holdings, Inc.A		50,000		670
Horace Mann Educators Corp.		533,700		12,035
Infinity Property & Casualty Corp.		43,738		2,482
Kemper Corp.		153,190		4,881
Maiden Capital Financing Trust		166,160		1,716
Montpelier Re Holdings Ltd.		214,563		5,527
National Western Life Insurance Co., Class A		7,730		1,412
Navigators Group, Inc.A		39,693		2,297
Old Republic International Corp.		403,800		5,451
Platinum Underwriters Holdings Ltd.		120,342		6,829
Primerica, Inc.		95,400		3,240
ProAssurance Corp.		492,480		24,127
Protective Life Corp.		475,840		18,110
Renaissancere Holdings Ltd.		51,000		4,788
RLI Corp.		86,780		6,235

	Shares		Fair Value
			(000’s)
Safety Insurance Group, Inc.		38,030	$	1,889
Selective Insurance Group, Inc.		123,290		2,889
StanCorp Financial Group, Inc.		215,900		9,323
State Auto Financial Corp.		61,949		1,077
Symetra Financial Corp.		1,333,895		18,181
Tower Group International Ltd.		108,439		2,052
United Fire Group, Inc.		40,700		1,138
Validus Holdings Ltd.		249,130		9,619
White Mountains Insurance Group Ltd.		17,204		9,949
				350,069
Real Estate—3.93%
Ashford Hospitality Trust, Inc.D		58,800		757
Associated Estates Realty Corp.D		41,100		734
Brandywine Realty TrustD		290,635		4,339
CapLease, Inc.D		1,073,620		7,537
CBL & Associates Properties, Inc.D		127,175		3,070
Chatham Lodging TrustD		287,250		5,260
Chesapeake Lodging TrustD		472,500		11,179
Colony Financial, Inc.D		203,150		4,530
Corporate Office Properties TrustD		239,680		6,948
DCT Industrial Trust, Inc.D		590,330		4,622
EastGroup Properties, Inc.D		103,200		6,509
Education Realty Trust, Inc.D		456,830		5,021
First Potomac Realty TrustD		396,450		6,343
Forestar Group, Inc.A		86,800		1,870
Getty Realty Corp.B		308,370		6,602
Granite Real Estate Investment TrustD		145,300		5,747
Hospitality Properties TrustD		139,733		4,110
KKR Financial Holdings LLCE		56,610		605
LaSalle Hotel PropertiesD		500,650		12,982
Lexington Realty TrustD		530,360		6,794
National Health Investors, Inc.D		130,370		8,636
Omega Healthcare Investors, Inc.B D		160,665		5,281
Pebblebrook Hotel TrustD		300,224		8,154
Pennsylvania Real Estate Investment Trust		145,050		3,007
RLJ Lodging TrustD		711,400		16,391
Starwood Property Trust, Inc.D		368,150		10,120
Urstadt Biddle Properties, Inc., Class AD		194,610		4,334
				161,482
Total Financials				1,157,375
HEALTH CARE—5.49%
Biotechnology—0.30%
Charles River Laboratories International, Inc.A		86,394		3,757
United Therapeutics Corp.A		129,200		8,628
				12,385
Health Care Equipment & Supplies—0.57%
Computer Programs and Systems, Inc.		88,340		4,635
CONMED Corp.		59,220		1,855
Fabrinet		86,400		1,186
Hillenbrand, Inc.		55,060		1,384
Hill-Rom Holdings, Inc.		80,699		2,749
ICU Medical, Inc.A		85,380		5,145
Integra LifeSciences Holdings Corp.A		45,260		1,585
Natus Medical, Inc.A		293,440		3,671
Orthofix International N.V.A		33,160		1,074
				23,284
Health Care Providers & Services—4.09%
Air Methods Corp.		34,910		1,277

See accompanying notes

7

American Beacon Small Cap Value Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Shares		Fair Value
			(000’s)
Allscripts Healthcare Solutions, Inc.		586,650	$	8,119
Almost Family, Inc.		15,780		311
Amsurg Corp.A		100,150		3,361
Community Health Systems, Inc.		227,300		10,359
Covance, Inc.A		182,300		13,593
Ensign Group, Inc.		127,112		4,432
Gentiva Health Services, Inc.		53,610		562
Hanger Orthopedic Group, Inc.A		288,790		8,776
Health Management Associates, Inc., Class A		1,172,500		13,473
HealthSouth Corp.A		1,378,490		37,909
Kindred Healthcare, Inc.A		235,980		2,475
LifePoint Hospitals, Inc.A		770,250		36,973
Magellan Health Services, Inc.A		76,510		3,914
MAXIMUS, Inc.		78,770		6,277
Omnicell, Inc.A		301,130		5,426
Owens & Minor, Inc.B		113,645		3,701
Select Medical Holdings Corp.		471,840		3,893
Triple-S Management Corp., Class BA		49,000		883
Vanguard Health Systems, Inc.A		192,468		2,816
				168,530
Pharmaceuticals—0.53%
Jazz Pharmaceuticals PLCA		95,700		5,584
PharMerica Corp.A		334,600		4,313
Questcor Pharmaceuticals, Inc.		135,700		4,171
Salix Pharmaceuticals Ltd.A		143,950		7,528
				21,596
Total Health Care				225,795
INDUSTRIALS—19.14%
Aerospace & Defense—2.64%
AAR Corp.		162,528		2,903
Aerovironment, Inc.A		585,070		11,327
Aircastle Ltd.		424,031		5,919
Alliant Techsystems, Inc.		312,535		23,240
Curtiss-Wright Corp.		139,277		4,574
Exelis, Inc.		310,400		3,467
Huntington Ingalls Industries, Inc.		448,800		23,742
Moog, Inc., Class AA		270,400		12,495
Triumph Group, Inc.		261,100		20,862
				108,529
Building Products—1.55%
Apogee Enterprises, Inc.		184,167		4,693
Armstrong World Industries, Inc.		171,830		8,770
Crane Co.		380,859		20,502
Drew Industries, Inc.		95,350		3,442
Simpson Manufacturing Co. Inc.		381,325		10,959
Trex Co. Inc.A		281,800		13,718
Universal Forest Products, Inc.		40,100		1,548
				63,632
Commercial Services & Supplies—5.88%
ABM Industries, Inc.		83,530		1,884
Aceto Corp.		644,050		6,698
Atlas Air Worldwide Holdings, Inc.A		412,350		15,422
Brink’s Co.		126,240		3,347
Convergys Corp.		308,790		5,256
Con-way, Inc.		645,100		21,803
CSG Systems International, Inc.A		127,560		2,757
Deluxe Corp.		138,960		5,300
DeVry, Inc.		257,300		7,207
Dun & Bradstreet Corp.B		101,600		8,987

	Shares		Fair Value
			(000’s)
Ennis, Inc.		81,580	$	1,254
Geo Group, Inc.D		362,672		13,582
Heidrick & Struggles International, Inc.		161,500		2,135
Herman Miller, Inc.		791,950		19,870
Hudson Global, Inc.A		630,300		2,080
Interface, Inc.		449,510		7,525
Kelly Services, Inc., Class A		89,600		1,525
Koppers Holdings, Inc.		74,044		3,251
Korn/Ferry InternationalA		1,115,730		18,465
Manpowergroup, Inc.		139,400		7,411
McGrath Rentcorp		175,688		5,457
Mobile Mini, Inc.A		858,400		24,146
Monotype Imaging Holdings, Inc.		303,270		7,033
Navigant Consulting, Inc.A		101,623		1,253
PHH Corp.A B		774,100		16,318
PHI, Inc.A		31,100		864
Pitney Bowes, Inc.B		337,400		4,612
Quad Graphics, Inc.B		81,800		1,710
Steelcase, Inc., Class A		456,562		5,798
TAL International Group, Inc.B		84,580		3,502
Tetra Tech, Inc.A		143,040		3,761
TrueBlue, Inc.A		404,830		8,388
United Stationers Supply Co.		100,500		3,263
				241,864
Construction & Engineering—1.86%
AECOM Technology Corp.A		225,000		6,541
Aegion Corp.A		579,600		12,206
Comfort Systems USA, Inc.		878,455		11,271
Dycom Industries, Inc.A		650,550		12,569
EMCOR Group, Inc.		217,975		8,152
Foster Wheeler AGA		133,097		2,808
Granite Construction, Inc.		121,075		3,350
Tutor Perini Corp.		513,952		8,449
URS Corp.		251,360		11,040
				76,386
Diversified Manufacturing—0.38%
Barnes Group, Inc.		298,997		8,303
Myers Industries, Inc.		502,046		7,440
				15,743
Electrical Equipment—1.45%
Brady Corp., Class A		55,524		1,881
EnerSys, Inc.A		490,495		22,484
General Cable Corp.A		231,719		7,990
Geospace Technologies Corp.A		28,470		2,402
GrafTech International Ltd.A B		1,359,950		9,764
Power-One, Inc.A B		—		—
Regal-Beloit Corp.		194,400		15,284
				59,805
Industrial Conglomerates—0.25%
Carlisle Cos., Inc.		42,992		2,789
Chemed Corp.		75,100		6,130
Standex International Corp.		27,700		1,465
				10,384
Machinery—3.61%
Actuant Corp., Class A		148,200		4,639
Astec Industries, Inc.		156,280		5,131
Briggs & Stratton Corp.		63,575		1,430
CIRCOR International, Inc.		211,700		10,020
Esterline Technologies Corp.A		43,314		3,250
FreightCar America, Inc.		135,470		2,829
Greenbrier Cos., Inc.A		68,000		1,534

See accompanying notes

8

American Beacon Small Cap Value Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Shares		Fair Value
			(000’s)
ITT Corp.		155,310	$	4,287
Kennametal, Inc.		132,600		5,303
L.B. Foster Co., Class A		14,000		618
Meritor, Inc.A		979,700		5,682
Miller Industries, Inc.		231,100		3,492
NACCO Industries, Inc., Class A		18,400		1,068
Oshkosh Corp.A		870,600		34,179
SPX Corp.		28,044		2,090
Terex Corp.		726,000		20,763
Titan International, Inc.B		1,142,460		25,487
Trinity Industries, Inc.		120,400		5,082
Wabash National Corp.A		171,000		1,613
WABCO Holdings, Inc.A		136,900		9,888
				148,385
Marine—0.24%
CAI International, Inc.A		36,900		941
Kirby Corp.A		106,050		7,942
Ship Finance International LtdB		70,640		1,164
				10,047
Real Estate—0.21%
Amerco, Inc.		54,290		8,724
Road & Rail—0.74%
Forward Air Corp.		380,009		14,018
Landstar System, Inc.		105,190		5,750
Ryder System, Inc.		75,695		4,396
Werner Enterprises, Inc.		270,780		6,217
				30,381
Trading Companies & Distributors—0.33%
Air Lease Corp.		246,000		6,768
WESCO International, Inc.A		92,600		6,638
				13,406
Total Industrials				787,286
INFORMATION TECHNOLOGY—10.37%
Communications Equipment—1.55%
Anixter International, Inc.		89,100		6,392
ARRIS Group, Inc.A		1,189,113		19,632
Brocade Communications Systems, Inc.A		1,734,897		10,097
Harmonic, Inc.A		192,900		1,096
InterDigital, Inc.B		356,050		15,812
IxiaA		317,330		5,226
Plantronics, Inc.		86,805		3,804
Symmetricom, Inc.A		315,000		1,638
				63,697
Computers & Peripherals—0.52%
Lexmark International, Inc., Class AB		106,500		3,228
Mercury Systems, Inc.A		580,637		4,488
NCR Corp.A		104,996		2,863
Synaptics, Inc.A B		66,600		2,746
Xyratex Ltd.		756,900		8,084
				21,409
Electronic Equipment & Instruments—2.80%
AVX Corp.		282,800		3,198
Benchmark Electronics, Inc.A		156,100		2,785
Celestica, Inc.A		101,540		877
Ingram Micro, Inc., Class AA		436,891		7,781
Intersil Corp., Class A		284,600		2,208
Itron, Inc.A		261,961		10,387
Littelfuse, Inc.		203,300		14,194
Methode Electronics, Inc.		774,500		11,137

	Shares		Fair Value
			(000’s)
MTS Systems Corp.		32,885	$	2,004
Plexus Corp.A		547,294		14,762
Sanmina Corp.A		352,320		4,446
Tech Data Corp.A		82,871		3,873
Tessco Technologies, Inc.		13,940		285
TTM Technologies, Inc.A		74,830		541
Vishay Intertechnology, Inc.A		2,612,200		36,676
				115,154
Internet Software & Services—0.23%
Grand Canyon Education, Inc.A		193,540		4,949
j2 Global, Inc.		114,000		4,640
				9,589
IT Consulting & Services—0.94%
Booz Allen Hamilton Holding Corp.		273,200		4,150
CACI International, Inc., Class AA B		71,600		4,188
CIBER, Inc.A		117,200		499
iGATE Corp.A		95,900		1,601
Lender Processing Services, Inc.		184,200		5,110
Mantech International Corp., Class AB		108,490		2,896
SYNNEX Corp.A		528,660		18,291
Unisys Corp.A		109,830		2,101
				38,836
Semiconductor Equipment & Products—2.94%
ATMI, Inc.A		240,670		5,235
Brooks Automation, Inc.		1,276,700		12,410
Entropic Communications, Inc.A B		1,730,300		7,336
Fairchild Semiconductor International, Inc.A		575,780		7,428
FEI Co.		77,890		4,976
International Rectifier Corp.A		172,900		3,667
Kulicke & Soffa Industries, Inc.A		1,092,202		12,626
Micrel, Inc.		368,080		3,703
Microsemi Corp.		174,315		3,626
MKS Instruments, Inc.		212,050		5,698
Omnivision Technologies, Inc.A		1,168,450		15,668
ON Semiconductor Corp.A		1,012,600		7,959
Photronics, Inc.A		782,300		6,172
PMC—Sierra, Inc.A		534,650		3,080
Power Integrations, Inc.		111,040		4,598
Teradyne, Inc.A		1,007,230		16,558
				120,740
Software—1.39%
Cognex Corp.		136,460		5,417
Comverse, Inc.A		192,280		5,101
DST Systems, Inc.		49,055		3,392
EPIQ Systems, Inc.		25,660		358
FARO Technologies, Inc.A		295,780		11,473
Mentor Graphics Corp.		1,145,660		20,921
Take-Two Interactive Software, Inc.		688,780		10,511
				57,173
Total Information Technology				426,598
MATERIALS—5.84%
Chemicals—2.02%
A. Schulman Europe GmbH		35,970		934
Cabot Corp.		84,253		3,165
Cytec Industries, Inc.		108,410		7,899
Huntsman Corp.		626,472		11,815
Innospec, Inc.		58,000		2,553
Landec Corp.A		379,450		5,088
LSB Industries, Inc.A		61,400		2,005

See accompanying notes

9

American Beacon Small Cap Value Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Shares		Fair Value
			(000’s)
Methanex Corp.		228,450	$	9,682
Olin Corp.		739,295		17,869
PolyOne Corp.		957,400		21,569
Scotts Miracle-Gro Co., Class A		7,900		358
Zep, Inc.		19,944		303
				83,240
Containers & Packaging—0.66%
Boise, Inc.		307,630		2,458
Jarden Corp.A		154,174		6,939
KapStone Paper and Packaging Corp.		282,702		8,362
Owens-Illinois, Inc.A		350,400		9,209
				26,968
Metals & Mining—2.60%
AMCOL International Corp.		217,068		6,679
AuRico Gold, Inc.B		2,299,350		11,888
Carpenter Technology Corp.		143,210		6,439
Century Aluminum Co.A		220,800		1,802
Coeur d’Alene Mines Corp.		351,144		5,351
Gibraltar Industries, Inc.A		468,139		8,754
Haynes International, Inc.		232,380		11,296
Horsehead Holding Corp.A		632,300		6,766
Kaiser Aluminum Corp.		52,170		3,287
Materion Corp.		699,050		18,518
Noranda Aluminum Holding Corp.		885,100		3,372
Pan American Silver Corp.		158,633		2,094
RTI International Metals, Inc.A		47,700		1,384
Steel Dynamics, Inc.		204,908		3,082
SunCoke Energy, Inc.A		115,400		1,746
US Silica Holdings, Inc.B		317,000		6,476
Worthington Industries, Inc.		249,850		8,040
				106,974
Paper & Forest Products—0.56%
Buckeye Technologies, Inc.		96,600		3,631
Domtar Corp.		72,480		5,038
Louisiana-Pacific Corp.A		389,140		7,052
Resolute Forest Products Inc.A		278,900		4,080
Schweitzer-Mauduit International, Inc.		79,400		3,199
				23,000
Total Materials				240,182
TELECOMMUNICATION SERVICES—0.28%
Diversified Telecommunication Services—0.14%
EchoStar Corp., Class AA		98,800		3,880
Vonage Holdings Corp.A		588,000		1,793
				5,673
Wireless Telecommunication Services—0.14%
Telephone & Data Systems, Inc.		253,663		5,692
Total Telecommunication Services				11,365
UTILITIES—3.11%
Electric Utilities—2.34%
El Paso Electric Co.		248,250		9,299
Great Plains Energy, Inc.		979,210		23,629
Hawaiian Electric Industries, Inc.		302,780		8,569
IDACORP, Inc.		210,940		10,381
NorthWestern Corp.		154,800		6,659
NV Energy, Inc.		236,200		5,109
Ormat Technologies, Inc.B		113,500		2,467
PNM Resources, Inc.		218,910		5,256

	Shares		Fair Value
			(000’s)
Portland General Electric Co.		773,334	$	24,941
TECO Energy, Inc.		19,335		370
				96,680
Gas—0.31%
Atmos Energy Corp.		86,400		3,834
Energen Corp.		64,363		3,052
WGL Holdings, Inc.		122,800		5,675
				12,561
Multi-Utilities—0.46%
Avista Corp.		146,030		4,096
Westar Energy, Inc.		421,290		14,728
				18,824
Total Utilities				128,065
Total Common Stock (Cost $3,131,430)				3,886,797
SHORT-TERM INVESTMENTS- 5.23%
American Beacon U.S. Government Money Market Select Fund, Select Class C		20,000,000		20,000
JPMorgan U.S. Government Money Market Fund, Capital Class		194,885,654		194,886
Total Short-Term Investments (Cost $214,886)				214,886
SECURITIES LENDING COLLATERAL—6.11%
DWS Government and Agency Securities Portfolio, Institutional Class		28,314,220		28,314
American Beacon U.S. Government Money Market Select Fund, Select ClassC		222,969,902		222,970
Total Securities Lending Collateral (Cost $251,284)				251,284
TOTAL INVESTMENTS —105.85% (Cost $3,597,600)				4,352,967
LIABILITIES, NET OF OTHER ASSETS—(5.85%)				(240,655	)
TOTAL NET ASSETS—100.00%			$	4,112,312

Percentages are stated as a percent of net assets.

^A  Non-income producing security.

^B  All or a portion of this security is on loan at April 30, 2013.

^C  The Fund is affiliated by having the same investment advisor.

^D  REIT—Real Estate Investment Trust.

^E  Limited Liability Company.

See accompanying notes

10

American Beacon Small Cap Value Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

Futures Contracts Open on April 30, 2013 (000’s):

Description	Type	Number of Contracts		Expiration Date	Contract Value		Unrealized Appreciation (Depreciation)
Russell 2000 Mini Index Future	Long		2,175	June, 2013	$	205,559	$	2,810
					$	205,559	$	2,810

See accompanying notes

11

American Beacon Small Cap Value Fund^SM

Statement of Assets and Liabilities

April 30, 2013 (Unaudited) (in thousands except share and per share amounts)

Assets:
Investments in unaffiliated securities, at fair value A C	$	4,109,997
Investments in affiliated securities, at fair value B		242,970
Deposit with brokers for futures contracts		10,767
Receivable for investments sold		15,303
Dividends and interest receivable		985
Receivable for fund shares sold		4,654
Receivable for variation margin from open futures contracts		1,286
Prepaid expenses		41
Total assets		4,386,003
Liabilities:
Payable for investments purchased		9,827
Payable upon return of securities loaned		251,284
Payable for fund shares redeemed		5,493
Management and investment advisory fees payable		5,592
Administrative service and service fees payable		1,044
Transfer agent fees payable		66
Custody and fund accounting fees payable		48
Professional fees payable		41
Prospectus and shareholder reports fees payable		238
Trustee fees payable		34
Other liabilities		24
Total liabilities		273,691
Net assets	$	4,112,312
Analysis of Net Assets:
Paid-in-capital		3,248,883
Undistributed net investment income		8,153
Accumulated net realized gain		97,099
Unrealized appreciation of investments, foreign currency translations, and futures contracts		758,177
Net assets	$	4,112,312
Shares outstanding at no par value (unlimited shares authorized):
Institutional Class		117,873,897
Y Class		2,575,061
Investor Class		34,256,991
Advisor Class		2,512,993
Retirement Class		302,029
A Class		266,198
C Class		172,067
AMR Class		16,007,967
Net assets (not in thousands):
Institutional Class	$	2,803,570,287
Y Class	$	60,771,938
Investor Class	$	793,794,867
Advisor Class	$	57,819,940
Retirement Class	$	6,848,497
A Class	$	6,120,810
C Class	$	3,907,088
AMR Class	$	379,478,482

See accompanying notes

12

American Beacon Small Cap Value Fund^SM

Statement of Assets and Liabilities

April 30, 2013 (Unaudited) (in thousands, except share and per share amounts)

Net asset value, offering and redemption price per share:
Institutional Class	$	23.78
Y Class	$	23.60
Investor Class	$	23.17
Advisor Class	$	23.01
Retirement Class	$	22.67
A Class (offering price $24.39)	$	22.99
C Class	$	22.71
AMR Class	$	23.71
A Cost of investments in unaffiliated securities	$	3,354,630
B Cost of investments in affiliated securities	$	242,970
C Fair value of securities on loan	$	245,447

See accompanying notes

13

American Beacon Small Cap Value Fund^SM

Statement of Operations

For the Six Months Ended April 30, 2013 (Unaudited) (in thousands)

Investment Income:
Dividend income from unaffiliated securities (net of foreign taxes) A	$	44,679
Dividend income from affiliated securities		4
Interest income		164
Income derived from securities lending, net		1,286
Total investment income		46,133
Expenses:
Management and investment advisory fees (Note 2)		8,922
Administrative service fees (Note 2):
Institutional Class		3,723
Y Class		75
Investor Class		1,154
Advisor Class		77
Retirement Class		9
A Class		10
C Class		6
AMR Class		85
Transfer agent fees:
Institutional Class		143
Y Class		1
Investor Class		25
Advisor Class		2
Retirement Class		1
A Class		1
C Class		1
AMR Class		7
Custody and fund accounting fees		217
Professional fees		70
Registration fees and expenses		62
Service fees (Note 2):
Y Class		25
Investor Class		1,402
Advisor Class		64
Retirement Class		8
A Class		4
C Class		2
Distribution fees (Note 2):
Advisor Class		64
Retirement Class		16
A Class		6
C Class		15
Prospectus and shareholder report expenses		135
Insurance fees		15
Trustee fees		130
Other expenses		54
Total expenses		16,531
Net fees waived and expenses reimbursed (Note 2)		(2	)
Net expenses		16,529
Net investment income		29,604
Realized and unrealized gain (loss) on investments:
Net realized gain (loss) from:
Investments		120,078
Commission recapture (Note 3)		44
Foreign currency transactions		2
Futures contracts		15,126
Change in net unrealized appreciation or (depreciation) from:
Investments		415,571
Futures contracts		6,174
Net gain on investments		556,995
Net increase in net assets resulting from operations	$	586,599
A Foreign taxes	$	79

See accompanying notes

14

American Beacon Small Cap Value Fund^SM

Statement of Changes of Net Assets (in thousands)

	Six Months Ended April 30, 2013			Year Ended October 31, 2012
	(unaudited)
Increase (Decrease) in Net Assets:
Operations:
Net investment income	$	29,604		$	26,394
Net realized gain from investments, futures contracts, and foreign currency transactions		135,250			231,741
Change in net unrealized appreciation from investments, futures contracts, and foreign currency transactions		421,745			125,094
Net increase in net assets resulting from operations		586,599			383,229
Distributions to Shareholders:
Net investment income:
Institutional Class		(28,357	)		(8,493	)
Y Class		(583	)		(185	)
Investor Class		(6,426	)		(197	)
Advisor Class		(423	)		—
Retirement Class		(46	)		(14	)
A Class		(41	)		(4	)
C Class		(11	)		—
AMR Class		(4,619	)		(2,114	)
Net realized gain on investments:
Institutional Class		(61,005	)		—
Y Class		(1,275	)		—
Investor Class		(20,484	)		—
Advisor Class		(1,302	)		—
Retirement Class		(190	)		—
A Class		(120	)		—
C Class		(71	)		—
AMR Class		(8,358	)		—
Net distributions to shareholders		(133,311	)		(11,007	)
Capital Share Transactions:
Proceeds from sales of shares		611,769			787,975
Reinvestment of dividends and distributions		130,635			10,798
Cost of shares redeemed		(424,709	)		(922,085	)
Net increase (decrease) in net assets from capital share transactions		317,695			(123,312	)
Net increase in net assets		770,983			248,910
Net Assets:
Beginning of period		3,341,329			3,092,419
End of Period *	$	4,112,312		$	3,341,329
*Includes undistributed net investment income of	$	8,153		$	19,858

See accompanying notes

15

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

1. Organization and Significant Accounting Policies

American Beacon Funds (the “Trust”), which is comprised of twenty-four Funds, is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended (the “Act”), as a diversified, open-end management investment company. These financial statements and notes to the financial statements relate to the American Beacon Small Cap Value Fund (the “Fund”), a series of the Trust.

American Beacon Advisors, Inc. (the “Manager”) is a wholly-owned subsidiary of Lighthouse Holdings, Inc. and was organized in 1986 to provide business management, advisory, administrative and asset management consulting services to the Trust and other investors.

Class Disclosure

The Fund has multiple classes of shares designed to meet the needs of different groups of investors. The following table sets forth the differences amongst the classes:

Class:	Offered to:
Institutional Class	Investors making an initial investment of $250,000
Y Class	Investors making an initial investment of $100,000
Investor Class	General public and investors investing directly or through an intermediary
Advisor Class	Investors investing through an intermediary
Retirement Class	Investors investing through an intermediary
A Class	General public and investors investing through an intermediary with applicable sales charge
C Class	General public and investors investing through an intermediary with applicable sales charge
AMR Class	Investors in the tax-exempt retirement and benefit plans of the Manager, AMR Corporation, and its affiliates

Each class offered by the Trust has equal rights as to assets and voting privileges. Income and non-class specific expenses are allocated daily to each class on the basis of the relative net assets. Realized and unrealized capital gains and losses of each class are allocated daily based on the relative net assets of each class of the Fund. Class specific expenses, where applicable, currently include administrative service fees, service fees, and distribution fees and vary amongst the classes as described more fully in Note 2.

Accounting Pronouncement

In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-11 Disclosures About Offsetting Assets and Liabilities. The amendments in this ASU require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The ASU is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The guidance requires retrospective application for all comparative periods presented. Management is currently evaluating the impact ASU 2011-11 will have on the financial statement disclosures.

2. Transactions with Affiliates

Management Agreement

The Trust and the Manager are parties to a Management Agreement that obligates the Manager to provide or oversee the provision of all investment advisory, fund management, and securities lending services. Investment assets of the Fund are managed by multiple investment advisors which have entered into separate investment advisory agreements with the Manager. As compensation for performing the duties required under the Management Agreement, the Manager receives from the Fund an annualized fee equal to 0.05% of the average daily net assets plus amounts paid by the Manager to the unaffiliated investment advisors hired by the Manager to direct investment activities of the Fund. Management fees paid during the six months ended April 30, 2013 were as follows (in thousands):

Management Fee Rate	Management Fee	Amounts paid to Investment Advisors	Net Amounts Retained by  Manager
0.48%	$8,922	$7,834	$1,088

16

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

As compensation for services provided by the Manager in connection with securities lending activities, the lending Fund pays to the Manager, with respect to cash collateral posted by borrowers, a fee up to 25% of the net monthly interest income (the gross interest income earned by the investment of cash collateral, less the amount paid to borrowers and related expenses) from such activities and, with respect to loan fees paid by borrowers, a fee up to 25% of such loan fees. This fee is included in Income derived from securities lending and Management and investment advisory fees on the Statement of Operations. During the six months ended April 30, 2013, securities lending fees paid to the Manager were $152,776.

Administrative Services Agreement

The Manager and the Trust entered into an Administrative Services Agreement which obligates the Manager to provide or oversee administrative services to the Fund. As compensation for performing the duties required under the Administrative Services Agreement, the Manager receives an annualized fee of 0.30% of the average daily net assets of the Institutional, Y, Investor, Advisor, and Retirement Classes of the Fund, 0.40% of the average daily net assets of the A and C Classes of the Fund, and 0.05% of the average daily net assets of the AMR Class of the Fund.

Distribution Plans

The Fund, except for the Advisor, Retirement, A, and C Classes of the Fund, has adopted a “defensive” Distribution Plan (the “Plan”) in accordance with Rule 12b-1 under the Act, pursuant to which no separate fees will be charged to the Fund for distribution purposes. However, the Plan authorizes the management and administrative service fees received by the Manager and the investment advisors hired by the Manager to be used for distribution purposes. Under this Plan, the Fund does not intend to compensate the Manager or any other party, either directly or indirectly, for the distribution of Fund shares.

Separate Distribution Plans (the “Distribution Plans”) have been adopted pursuant to Rule 12b-1 under the Act for the Advisor, Retirement, A, and C Classes of the Fund. Under the Distribution Plans, as compensation for distribution assistance, the Manager receives an annual fee of 0.25% of the average daily net assets of the Advisor and A Classes, 0.50% of the average daily net assets of the Retirement Class, and 1.00% of the average daily net assets of the C Class. The fee will be payable without regard to whether the amount of the fee is more or less than the actual expenses incurred in a particular month by the Manager for distribution assistance.

Service Plans

The Manager and the Trust entered into Service Plans that obligate the Manager to oversee additional shareholder servicing of the Y, Investor, Advisor, Retirement, A, and C Classes. As compensation for performing the duties required under the Service Plans, the Manager receives 0.10% of the average daily net assets of the Y Class, 0.15% of the average daily net assets of the A and C Classes, 0.25% of the average daily net assets of the Advisor and Retirement Classes, and up to 0.375% of the average daily net assets of the Investor Class of the Fund.

17

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

Investment in Affiliated Funds

The Fund may invest in the American Beacon Money Market Select Fund (the “MM Select Fund”) and the American Beacon U.S. Government Money Market Select Fund (the “USG Select Fund”), (collectively the “Select Funds”). Cash collateral received by the Fund in connection with securities lending may be invested in the Select Funds. The Select Funds and the Fund have the same investment advisor and therefore, are considered to be affiliated. The Manager serves as investment advisor to the Select Funds and receives from the Select Funds an annualized fee of 0.09% of the average daily net assets of the Select Funds. During the six months ended April 30, 2013, the Manager earned fees from the Select Funds totaling $6,806 on the Fund’s direct investment in the Select Funds and $93,440 from the Fund’s securities lending collateral invested in the Select Funds.

Interfund Lending Program

Pursuant to an exemptive order by the Securities and Exchange Commission (“SEC”), the Fund, along with other registered investment companies having management contracts with the Manager, may participate in an interfund lending program. This program provides an alternative credit facility allowing the Fund to borrow from other participating Funds. During the six months ended April 30, 2013, the Fund did not participate in the program.

Expense Reimbursement Plan

The Fund has adopted an Expense Reimbursement Plan whereby the Manager may seek repayment of fees waived or expenses reimbursed for a period of up to three years. However, reimbursement will occur only if the Class’ average net assets have grown or expenses have declined sufficiently to allow reimbursement without causing its expense ratio to exceed the previously agreed upon contractual expense limit. During the six months ended April 30, 2013, the Manager contractually agreed to reimburse the A and C Classes $1,193 and $809, respectively. Of these amounts, $228 was receivable at April 30, 2013. The reimbursed expenses will expire in 2016. The carryover of excess expenses potentially reimbursable to the Manger, but not recorded as a liability is $5,000 expiring in 2015. The Fund has not recorded a liability for potential reimbursements, due to the current assessment that a reimbursement is unlikely.

Sales Commissions

The Fund’s distributor, Foreside Fund Services, LLC (“Foreside”) may receive a portion of A Class sales charges from broker dealers and it may be used to offset distribution related expenses. During the six months ended April 30, 2013, Foreside collected $5,271 from the sale of Class A shares.

A contingent deferred sales charge (“CDSC”) of 1.00% will be deducted with respect to Class C Shares redeemed within 12 months of purchase, unless waived as discussed in the Prospectus. Any applicable CDSC will be 1.00% of the lesser of the original purchase price or the value of the redemption of the Class C Shares redeemed. During the six months ended April 30, 2013, $419 in CDSC fees were collected for Class C Shares.

3. Security Valuation and Fair Value Measurements

Investments are valued at the close of the New York Stock Exchange (the “Exchange”), normally 4 p.m. ET, each day that the Exchange is open for business. Equity securities, including exchange traded funds (“ETFs”) for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade.

Investments in open-end mutual funds are valued at the closing net asset value (“NAV”) per share of the mutual fund on the day of valuation. Investment grade short-term obligations with 60 days or less to maturity are valued using the amortized cost method, which approximates fair value.

18

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

Securities for which market prices are not readily available or are not reflective of the fair value of the security, as determined by the Manager, will be priced at fair value following procedures approved by the Trust’s Board of Trustees (the “Board”).

Futures contracts are valued based upon their quoted daily settlement prices. Upon entering into a futures contract, a Fund is required to deposit with its futures broker, an amount of cash or U.S. Government and Agency Obligations in accordance with the initial margin requirements of the broker or exchange. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value (“variation margin”) is recorded by the Fund. Gains or losses are recognized, but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed on the Statement of Assets and Liabilities.

Valuation Inputs

Various inputs may be used to determine the fair value of the Fund’s investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

Level 1 -	Quoted prices in active markets for identical securities.
Level 2 -	Prices determined using other significant observable inputs. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, and others.
Level 3 -	Prices determined using other significant unobservable inputs. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Level 1 and Level 2 trading assets and trading liabilities, at fair value

Common stocks and financial derivative instruments, such as futures contracts that are traded on a national securities exchange, are stated at the last reported sale or settlement price on the day of valuation. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized as Level 1 of the fair value hierarchy. Preferred securities and other equities traded on inactive markets or valued by reference to similar instruments are also categorized as Level 2 of the fair value hierarchy.

Investments in registered open-end investment management companies will be valued based upon the NAVs of such investments and are categorized as Level 1 of the fair value hierarchy. Short-term investments having a maturity of 60 days or less are generally valued at amortized cost which approximates fair value. These investments are categorized as Level 2 of the fair value hierarchy.

The Fund’s investments are summarized by level based on the inputs used to determine their values. U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) also requires all transfers between any levels to be disclosed. The end of period timing recognition has been adopted for the transfers between levels of the Fund’s assets and liabilities. During the six months ended April 30, 2013, there were no transfers between levels. As of April 30, 2013, the investments were classified as described below (in thousands):

	Level 1		Level 2		Level 3		Total
Common Stock*	$	3,886,797	$	—	$	—	$	3,886,797
Short-Term Investments – Money Markets		214,886		—		—		214,886
Securities Lending Collateral invested in Money Markets		251,284		—		—		251,284
Total Investments in Securities	$	4,352,967	$	—	$	—	$	4,352,967
Futures Contracts	$	2,810	$	—	$	—	$	2,810

* Refer to the Schedules of Investments for Industry Information.

19

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

Security Transactions and Investment Income

Security transactions are recorded on the trade date of the security purchase or sale. The Fund may purchase securities with delivery or payment to occur at a later date. 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 NAV. The value of the security may vary with market fluctuations.

Dividend income, net of foreign taxes, is recorded on the ex-dividend date, except certain dividends from foreign securities which are recorded as soon as the information is available to the Fund. Interest income is earned from settlement date, recorded on the accrual basis, and adjusted, if necessary, for accretion of discounts and amortization of premiums. For financial and tax reporting purposes, realized gains and losses are determined on the basis of specific lot identification.

Dividends to Shareholders

Dividends from net investment income of the Fund normally will be declared and paid at least annually. Distributions, if any, of net realized capital gains are generally paid at least annually and recorded on the ex-dividend date.

Commission Recapture

The Fund has established brokerage commission recapture arrangements with certain brokers or dealers. If the Fund’s investment advisor chooses to execute a transaction through a participating broker, the broker rebates a portion of the commission back to the Fund. Any collateral benefit received through participation in the commission recapture program is directed exclusively to the Fund. This amount is reported with the net realized gain in the Fund’s Statement of Operations.

Allocation of Income, Expenses, Gains, and Losses

Income, expenses (other than those attributable to a specific class), gains, and losses are allocated daily to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimated.

Other

Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liability arising out of the performance of their duties to the Trust. In the normal course of business, the Trust enters into contracts that provide indemnification to the other party or parties against potential costs or liabilities. The Trust’s maximum exposure under these arrangements is dependent on claims that may be made in the future and, therefore, cannot be estimated. The Trust has had no prior claims or losses pursuant to any such agreement.

20

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

4. Securities and Other Investments

Real Estate Investment Trusts

The Fund may own shares of real estate investment trusts (“REITs”) which report information on the source of their distributions annually. The Fund re-characterizes distributions received from REIT investments based on information provided by the REITs into the following categories: ordinary income, long-term capital gains, and return of capital. If information is not available on a timely basis from the REITs, the re-characterization will be estimated based on available information which may include the previous year allocation. If new or additional information becomes available from the REITs at a later date, a re-characterization will be made the following year. These re-characterizations are not recorded for financial statement purposes, but as an adjustment to the calculation of taxable income.

Other Investment Company Securities and Other Exchange Traded Products

The Fund may invest in shares of other investment companies, including open-end funds, closed-end funds, business development companies, ETFs, exchange-traded notes (“ETNs”), unit investment trusts, and other investment companies of the Trust. The Fund may invest in investment company securities advised by the Manager or a sub-advisor. Investments in the securities of other investment companies may involve duplication of advisory fees and certain other expenses. By investing in another investment company, a Fund becomes a shareholder of that investment company. As a result, Fund shareholders indirectly will bear a Fund’s proportionate share of the fees and expenses paid by shareholders of the other investment company, in addition to the fees and expenses Fund shareholders directly bear in connection with the Fund’s own operations. These other fees and expenses are reflected as Acquired Fund Fees and Expenses and are included in the Fees and Expenses Table for the Fund in its Prospectus, if applicable. Investments in other investment companies may involve the payment of substantial premiums above the value of such issuer’s portfolio securities.

5. Financial Derivative Instruments

Futures Contracts

Futures contracts are contracts to buy or sell a standard quantity of securities at a specified price on a future date. The Fund may enter into financial futures contracts as a method for keeping assets readily convertible to cash if needed to meet shareholder redemptions or for other needs while maintaining exposure to the stock or bond market, as applicable. The primary risks associated with the use of futures contracts are the possibility of illiquid markets or imperfect correlation between the values of the contracts and the underlying securities, or that the counterparty will fail to perform its obligations.

Upon entering into a futures contract, the Fund is required to set aside or deposit with a broker an amount, termed the initial margin, which typically represents a portion of the face value of the futures contract. The Fund usually reflects this amount on the Schedule of Investments as a U.S. Treasury Bill held as collateral for futures contracts or as Cash deposited with broker on the Statement of Assets and Liabilities. Payments to and from the broker, known as variation margin, are required to be made on a daily basis as the price of the futures contract fluctuates. Changes in initial settlement values are accounted for as unrealized appreciation (depreciation) until the contracts are terminated, at which time realized gains and losses are recognized. Futures contracts are valued at the most recent settlement price established each day by the exchange on which they are traded.

21

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

The following is a summary of the fair valuation of the Fund’s derivative instruments ^(1) (3):

Fair Values of Derivative Instruments not accounted for as hedging instruments as of April 30, 2013 (in thousands):

Statement of Assets and Liabilities	Derivatives			Fair Value
Unrealized appreciation of investments and futures contracts		Equity Contracts	(2)	$	2,810

Effect of derivative instruments not accounted for as hedging instruments for the six months ended April 30, 2013 (in thousands):

Statement of Operations	Derivatives		Balance
Net realized gain (loss) from futures contracts		Equity Contracts	$	15,126
Change in net unrealized appreciation or (depreciation) of futures contracts		Equity Contracts		6,174

⁽¹⁾  See Note 3 in the Notes to Financial Statements for additional information.

⁽²⁾ Includes only current day’s variation margin as reported within the Statement of Assets and Liabilities. Cumulative appreciation or (depreciation) of futures contracts is reported in the Schedule of Investments footnotes.

⁽³⁾  The volume of derivative activity described above is reflective of the derivative activity through the current period of operations.

6. Federal Income and Excise Taxes

It is the policy of the Fund to qualify as a regulated investment company (“RIC”), by complying with all applicable provisions of Subchapter M of the Internal Revenue Code, as amended, and to make distribution of taxable income sufficient to relieve it from substantially all federal income and excise taxes. For federal income tax purposes, the Fund is treated as a single entity for the purpose of determining such qualification.

The Fund does not have any unrecognized tax benefits in the accompanying financial statements. The tax years for the periods ended October 31, 2009, 2010, 2011, and 2012 remain subject to examination by the Internal Revenue Service. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in “Other expenses” on the Statement of Operations.

Dividends are categorized in accordance with income tax regulations which may treat certain transactions differently than U.S. GAAP. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying financial statements.

The tax character of distributions paid were as follows (in thousands):

	Six Months Ended April  30, 2013		Year Ended October 31, 2012
	(unaudited)
Distributions paid from:
Ordinary income*
Institutional Class	$	28,357	$	8,493
Y Class		583		185
Investor Class		6,426		197
Advisor Class		423		—
Retirement Class		46		14
A Class		41		4
C Class		11		—
AMR Class		4,619		2,114
Long-Term Capital gain
Institutional Class		61,005		—
Y Class		1,275		—
Investor Class		20,484		—
Advisor Class		1,302		—
Retirement Class		190		—
A Class		120		—
C Class		71		—
AMR Class		8,358		—
Total distributions paid	$	133,311	$	11,007

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

22

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

As of April 30, 2013, the components of distributable earnings or (deficits) on a tax basis were as follows (in thousands):

Cost basis of investments for federal income tax purposes	$	3,636,620
Unrealized appreciation		825,874
Unrealized depreciation		(109,527	)
Net unrealized appreciation		716,347
Undistributed ordinary income		49,635
Accumulated long-term gain		94,638
Other temporary differences		2,809
Distributable earnings or (deficits)	$	863,429

Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. The temporary differences between financial reporting and tax-basis reporting of unrealized appreciation or (depreciation) are attributable primarily to the tax deferral of losses from wash sales, the realization for tax purposes of unrealized gains or (losses) on certain derivative instruments, and reclassifications of income from real estate investment securities.

Due to inherent differences in the recognition of income, expenses and realized gains/losses under U.S. GAAP and federal income tax regulations, permanent differences between book and tax reporting have been identified and appropriately reclassified on the Statement of Assets and Liabilities.

Accordingly, the following amounts represent current year permanent differences derived from reclassifications of income from real estate investment securities as of April 30, 2013 (in thousands):

Paid-in-capital	$	(59	)
Undistributed net investment income		(803	)
Accumulated net realized gain (loss)		862
Unrealized appreciation or (depreciation) of investments and futures contracts		—

On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the “RIC MOD”) was enacted, which changed various technical rules governing the tax treatment of RICs. The changes are generally effective for taxable years beginning after the date of enactment. One of the more prominent changes addresses capital loss carryforwards. Under the RIC MOD, each Fund will be permitted to carry forward capital losses incurred in taxable years beginning after the date of enactment for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years, which carry an expiration date. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered all short-term as permitted under previous regulation.

Finally, the RIC MOD contains several provisions aimed at preserving the character of distributions made by a fiscal year RIC during the portion of its taxable year ending after October 31 or December 31, reducing the circumstances under which a RIC might be required to file amended Forms 1099 to restate previously reported distributions. Except for the simplification provisions related to RIC qualification, the RIC MOD is effective for taxable years beginning after December 22, 2010. The provisions related to RIC qualification are effective for taxable years for which the extended due date of the tax return is after December 22, 2010.

As of April 30, 2013, the Fund did not have capital loss carryforwards.

23

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

4. Investment Transactions

The aggregate cost of purchases and proceeds from sales of investments, other than short-term obligations, for the six months ended April 30, 2013 were $1,734,188 and $1,503,461, respectively (in thousands).

A summary of the Fund’s direct transactions and security lending collateral transactions in the Select Funds for the six months ended April 30, 2013 is set forth below (in thousands):

Type of Transaction	Affiliate	October 31,  2012 Shares/Fair Value		Purchases		Sales		April 30,  2013 Shares/Fair Value
Direct	USG Select Fund	$	5,000	$	15,000	$	—	$	20,000
Securities Lending	USG Select Fund		155,060		427,590		359,680		222,970

5. Securities Lending

The Fund may lend its securities to qualified financial institutions, such as certain broker-dealers, to earn additional income. The borrowers are required to secure their loans continuously with collateral in an amount at least equal to the fair value of the securities loaned, initially in an amount at least equal to 102% of the fair value of domestic securities loaned and 105% of the fair value of international securities loaned. Collateral is monitored and marked to market daily. Daily mark to market amounts are required to be paid to the borrower or received from the borrower by the end of the following business day. This one day settlement for mark to market amounts may result in the collateral being temporarily less than the value of the securities on loan or temporarily more than the required minimum collateral.

To the extent that a loan is collateralized by cash, such cash collateral shall be invested by the securities lending agent (the “Agent”) in money market mutual funds, and other short-term investments, provided the investments meet certain quality and diversification requirements.

Securities lending income is generated from the demand premium (if any) paid by the borrower to borrow a specific security and from the return on investment of cash collateral, reduced by negotiated rebate fees paid to the borrower and transaction costs. To the extent that a loan is secured by non-cash collateral, securities lending income is generated as a demand premium reduced by transaction costs. The Fund, the Agent, and the Manager retain 80%, 10%, and 10%, respectively, of the income generated from securities lending.

While securities are on loan, the Fund continues to receive any income associated with that security and any gain or loss in the market price that may occur during the term of the loan.

Securities lending transactions pose certain risks to the Fund, including that the borrower may not provide additional collateral when required or return the securities when due, that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower, that non-cash collateral may be subject to legal constraints in the event of a borrower bankruptcy, and that the cash collateral investments could become illiquid and unable to be used to return collateral to the borrower. The Fund could also experience delays and costs in gaining access to the collateral. The Fund bears the risk of any deficiency in the amount of the cash collateral available for return to the borrower and any action which impairs its ability to liquidate non-cash collateral to satisfy a borrower default.

As of April 30, 2013, the value of outstanding securities on loan and the value of collateral was as follows (in thousands):

Fair Value of Securities on Loan	Non-Cash Collateral		Cash Collateral Posted by  Borrower
$ 245,447	$	—	$	251,284

24

American Beacon Small Cap Value Fund^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

Cash collateral is listed in the Fund’s Schedule of Investments and is shown on the Statement of Assets and Liabilities. Income earned on these investments is included in Income derived from securities lending in the Statement of Operations.

Non-cash collateral received by the Fund may not be sold or re-pledged except to satisfy a borrower default. Therefore, non-cash collateral is not included on the Fund’s Schedule of Investments or Statement of Assets and Liabilities.

6. Capital Share Transactions

The tables below summarize the activity in capital shares for each Class of the Fund (dollars and shares in thousands):

For the Six Months Ended April 30, 2013

	Institutional Class						Y Class						Investor Class						Advisor Class
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		19,133		$	434,487			855		$	18,974			3,682		$	81,278			576		$	12,516
Reinvestment of dividends		4,074			87,155			76			1,609			1,279			26,702			83			1,725
Shares redeemed		(9,388	)		(209,747	)		(222	)		(4,950	)		(7,264	)		(159,136	)		(344	)		(7,488	)
Net increase (decrease) in shares outstanding		13,819		$	311,895			709		$	15,633			(2,303	)	$	(51,156	)		315		$	6,753

	Retirement Class						A Class						C Class						AMR Class
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		101		$	2,206			94		$	2,097			58		$	1,268			2,567		$	58,943
Reinvestment of dividends		12			236			7			151			4			80			609			12,977
Shares redeemed		(128	)		(2,726	)		(35	)		(786	)		(6	)		(135	)		(1,767	)		(39,741	)
Net increase (decrease) in shares outstanding		(15	)	$	(284	)		66		$	1,462			56		$	1,213			1,409		$	32,179

For the Year Ended October 31, 2012

	Institutional Class						Y Class						Investor Class						Advisor Class
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		23,720		$	479,712			849		$	16,953			6,070		$	119,765			1,164		$	22,488
Reinvestment of dividends		434			8,287			10			185			10			194			—			—
Shares redeemed		(18,398	)		(371,650	)		(560	)		(11,286	)		(15,772	)		(310,055	)		(786	)		(15,262	)
Net increase (decrease) in shares outstanding		5,756		$	116,349			299		$	5,852			(9,692	)	$	(190,096	)		378		$	7,226

	Retirement Class						A Class						C Class						AMR Class
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		273		$	5,134			157		$	3,079			68		$	1,319			7,278		$	139,525
Reinvestment of dividends		1			14			—			4			—			—			111			2,114
Shares redeemed		(57	)		(1,121	)		(57	)		(1,158	)		(13	)		(260	)		(10,896	)		(211,293	)
Net increase (decrease) in shares outstanding		217		$	4,027			100		$	1,925			55		$	1,059			(3,507	)	$	(69,654	)

25

American Beacon Small Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Institutional Class
	Six Months Ended April 30, 2013			Year Ended October 31,
				2012			2011A			2010			2009			2008
	(unaudited)
Net asset value, beginning of period	$	21.04		$	18.75		$	17.84		$	14.39		$	12.53		$	22.10
Income from investment operations:
Net investment income (loss)		0.18			0.17			0.08			0.08			0.10			0.25
Net gains (losses) from investments (both realized and unrealized)		3.41			2.20			0.92			3.46			1.96			(7.13	)
Total income (loss) from investment operations		3.59			2.37			1.00			3.54			2.06			(6.88	)
Less distributions:
Dividends from net investment income		(0.27	)		(0.08	)		(0.09	)		(0.09	)		(0.20	)		(0.22	)
Distributions from net realized gains on securities		(0.58	)		—			—			—			—			(2.47	)
Total distributions		(0.85	)		(0.08	)		(0.09	)		(0.09	)		(0.20	)		(2.69	)
Net asset value, end of period	$	23.78		$	21.04		$	18.75		$	17.84		$	14.39		$	12.53
Total return B,C		17.54	%D		12.71	%		5.57	%		24.71	%		16.97	%		(34.84	)%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	2,803,570		$	2,189,761		$	1,843,285		$	1,470,084		$	1,040,805		$	826,232
Ratios to average net assets:
Expenses before reimbursements		0.83	%E		0.82	%		0.82	%		0.81	%		0.84	%		0.81	%
Expenses, net of reimbursements		0.83	%E		0.82	%		0.82	%		0.81	%		0.84	%		0.81	%
Net investment income (loss), before reimbursements		1.64	%E		0.87	%		0.47	%		0.52	%		0.87	%		1.36	%
Net investment income (loss), net of reimbursements		1.64	%E		0.87	%		0.47	%		0.52	%		0.87	%		1.36	%
Portfolio turnover rate		22	%D		51	%		59	%		59	%		61	%		62	%

^A  On November 30, 2010, Metropolitan West Capital Management LLC was terminated and ceased managing assets of the Small Cap Value Fund.

^B  May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net assets for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^C  Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable.

^D  Not annualized.

^E  Annualized.

^F  Portfolio turnover rate is for the period from November 1, 2008 through October 31, 2009.

^G  Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

26

American Beacon Small Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

Y Class															Investor Class
Six Months Ended April 30, 2013			Year Ended October 31,									Aug. 3 to Oct. 31, 2009			Six Months Ended April 30, 2013			Year Ended October 31,
			2012			2011A			2010									2012			2011A			2010			2009			2008
(unaudited)															(unaudited)
$	20.89		$	18.66		$	17.76		$	14.37		$	14.03		$	20.47		$	18.23		$	17.40		$	14.05		$	12.22		$	21.62
	0.16			0.15			0.06			0.14			0.00			0.16			0.11			0.02			0.03			0.08			0.20
	3.40			2.19			0.92			3.36			0.34			3.30			2.13			0.88			3.37			1.91			(6.97	)
	3.56			2.34			0.98			3.50			0.34			3.46			2.24			0.90			3.40			1.99			(6.77	)
	(0.27	)		(0.11	)		(0.08	)		(0.11	)		—			(0.18	)		0.00			(0.07	)		(0.05	)		(0.16	)		(0.16	)
	(0.58	)		—			—			—			—			(0.58	)		—			—			—			—			(2.47	)
	(0.85	)		(0.11	)		(0.08	)		(0.11	)		—			(0.76	)		0.00			(0.07	)		(0.05	)		(0.16	)		(2.63	)
$	23.60		$	20.89		$	18.66		$	17.76		$	14.37		$	23.17		$	20.47		$	18.23		$	17.40		$	14.05		$	12.22
	17.49	%D		12.58	%		5.49	%		24.44	%		2.42	%D		17.34	%D		12.25	%		5.20	%		24.21	%		16.59	%		(35.04	)%
$	60,772		$	38,982		$	29,234		$	931		$	1		$	793,795		$	748,550		$	843,400		$	911,737		$	719,239		$	699,670
	0.92	%E		0.91	%		0.94	%		0.91	%		1.11	%E		1.19	%E		1.18	%		1.17	%		1.18	%		1.15	%		1.06	%
	0.92	%E		0.91	%		0.94	%		0.91	%		1.11	%E		1.19	%E		1.18	%		1.17	%		1.18	%		1.15	%		1.06	%
	1.42	%E		0.77	%		0.30	%		0.39	%		0.03	%E		1.38	%E		0.51	%		0.12	%		0.17	%		0.59	%		1.12	%
	1.42	%E		0.77	%		0.30	%		0.39	%		0.03	%E		1.38	%E		0.51	%		0.12	%		0.17	%		0.59	%		1.12	%
	22	%D		51	%		59	%		59	%		61	%F		22	%D		51	%		59	%		59	%		61	%		62	%

27

American Beacon Small Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Advisor Class
	Six Months Ended April 30, 2013			Year Ended October 31,
				2012			2011A			2010			2009			2008
	(unaudited)
Net asset value, beginning of period	$	20.35		$	18.15		$	17.33		$	13.97		$	12.13		$	21.46
Income from investment operations:
Net investment income (loss)		0.13			0.06			(0.01	)		0.01			0.06			0.16
Net gains (losses) from investments (both realized and unrealized)		3.30			2.14			0.89			3.35			1.90			(6.93	)
Total income (loss) from investment operations		3.43			2.20			0.88			3.36			1.96			(6.77	)
Less distributions:
Dividends from net investment income		(0.19	)		—			(0.06	)		—			(0.12	)		(0.09	)
Distributions from net realized gains on securities		(0.58	)		—			—			—			—			(2.47	)
Total distributions		(0.77	)		—			(0.06	)		—			(0.12	)		(2.56	)
Net asset value, end of period	$	23.01		$	20.35		$	18.15		$	17.33		$	13.97		$	12.13
Total return B,C		17.28	%D		12.18	%		5.07	%		24.05	%		16.41	%		(35.19	)%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	57,820		$	44,731		$	33,032		$	32,295		$	28,333		$	33,479
Ratios to average net assets:
Expenses before reimbursements		1.32	%E		1.32	%		1.32	%		1.32	%		1.34	%		1.31	%
Expenses, net of reimbursements		1.32	%E		1.32	%		1.32	%		1.32	%		1.31	%		1.31	%
Net investment income (loss), before reimbursements		1.13	%E		0.35	%		(0.02	)%		0.03	%		0.44	%		0.86	%
Net investment income (loss), net of reimbursements		1.13	%E		0.35	%		(0.02	)%		0.03	%		0.48	%		0.86	%
Portfolio turnover rate		22	%D		51	%		59	%		59	%		61	%		62	%

^A  On November 30, 2010, Metropolitan West Capital Management LLC was terminated and ceased managing assets of the Small Cap Value Fund.

^B  May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net assets for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^C  Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable.

^D  Not annualized.

^E  Annualized.

^F  Portfolio turnover rate is for the period from November 1, 2008 through October 31, 2009.

^G  Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

28

American Beacon Small Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Retirement Class															A Class
	Six Months Ended April 30, 2013			Year Ended October 31,									May 1 to Oct. 31, 2009			Six Months Ended April 30, 2013			Year Ended October 31,						May 17 to Oct. 31, 2010
				2012			2011A			2010									2012			2011A
	(unaudited)															(unaudited)
Net asset value, beginning of period	$	20.05		$	18.01		$	17.23		$	13.95		$	11.58		$	20.35		$	18.19		$	17.39		$	17.33
Income from investment operations:
Net investment income (loss)		0.10			0.06			0.02			0.04			(0.02	)		0.14			0.08			0.03			0.00
Net gains (losses) from investments (both realized and unrealized)		3.24			2.05			0.81			3.28			2.39			3.28			2.12			0.83			0.06
Total income (loss) from investment operations		3.34			2.11			0.83			3.32			2.37			3.42			2.20			0.86			0.06
Less distributions:
Dividends from net investment income		(0.14	)		(0.07	)		(0.05	)		(0.04	)		—			(0.20	)		(0.04	)		(0.06	)		—
Distributions from net realized gains on securities		(0.58	)		—			—			—			—			(0.58	)					—			—
Total distributions		(0.72	)		(0.07	)		(0.05	)		(0.04	)		—			(0.78	)		(0.04	)		(0.06	)		—
Net asset value, end of period	$	22.67		$	20.05		$	18.01		$	17.23		$	13.95		$	22.99		$	20.35		$	18.19		$	17.39
Total return B,C		17.12	%D		11.77	%		4.79	%		23.82	%		20.47	%D		17.23	%D		12.11	%		4.92	%		0.35	%D
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	6,849		$	6,366		$	1,817		$	360		$	1		$	6,121		$	4,064		$	1,822		$	18
Ratios to average net assets:
Expenses before reimbursements		1.60	%E		1.63	%		1.62	%		1.54	%		1.53	%E		1.37	%E		1.44	%		1.57	%		1.28	%E
Expenses, net of reimbursements		1.60	%E		1.63	%		1.62	%		1.54	%		1.53	%E		1.32	%E		1.34	%		1.57	%		1.28	%E
Net investment income (loss), before reimbursements		1.10	%E		0.02	%		(0.35	)%		(0.20	)%		(0.28	)%E		1.01	%E		0.21	%		(0.32	)%		0.01	%E
Net investment income (loss), net of reimbursements		1.10	%E		0.02	%		(0.35	)%		(0.20	)%		(0.28	)%E		1.06	%E		0.32	%		(0.32	)%		0.01	%E
Portfolio turnover rate		22	%D		51	%		59	%		59	%		61	%F		22	%D		51	%		59	%		59	%G

^A  On November 30, 2010, Metropolitan West Capital Management LLC was terminated and ceased managing assets of the Small Cap Value Fund.

^B  May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net assets for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^C  Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable.

^D  Not annualized.

^E  Annualized.

^F  Portfolio turnover rate is for the period from November 1, 2008 through October 31, 2009.

^G  Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

29

American Beacon Small Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	C Class												AMR Class
	Six Months Ended April  30, 2013			Year Ended October 31,						September 01 to October 31, 2010			Six Months Ended April  30, 2013			Year Ended October 31,
				2012			2011A									2012			2011A			2010			2009			2008
	(unaudited)												(unaudited)
Net asset value, beginning of period	$	20.07		$	18.04		$	17.37		$	15.62		$	21.00		$	18.71		$	17.76		$	14.32		$	12.48		$	22.05
Income from investment operations:
Net investment income (loss)		0.08			(0.03	)		(0.04	)		(0.01	)		0.18			0.34			0.13			0.18			0.11			0.33
Net gains (losses) from investments (both realized and unrealized)		3.23			2.06			0.74			1.76			3.43			2.08			0.92			3.38			1.97			(7.15	)
Total income (loss) from investment operations		3.31			2.03			0.70			1.75			3.61			2.42			1.05			3.56			2.08			(6.82	)
Less distributions:
Dividends from net investment income		(0.09	)		—			(0.03	)		—			(0.32	)		(0.13	)		(0.10	)		(0.12	)		(0.24	)		(0.28	)
Distributions from net realized gains on securities		(0.58	)		—			—			—			(0.58	)		—			—			—			—			(2.47	)
Total distributions		(0.67	)		—			(0.03	)		—			(0.90	)		(0.13	)		(0.10	)		(0.12	)		(0.24	)		(2.75	)
Net asset value, end of period	$	22.71		$	20.07		$	18.04		$	17.37		$	23.71		$	21.00		$	18.71		$	17.76		$	14.32		$	12.48
Total return B,C		16.86	%D		11.25	%		4.06	%		11.20	%D		17.70	%D		13.00	%		5.85	%		25.00	%		17.30	%		(34.71	)%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	3,907		$	2,330		$	1,106		$	6		$	379,478		$	306,545		$	338,723		$	320,715		$	271,066		$	209,927
Ratios to average net assets:
Expenses before reimbursements		2.12	%E		2.21	%		2.60	%		2.69	%E		0.57	%E		0.56	%		0.56	%		0.57	%		0.59	%		0.56	%
Expenses, net of reimbursements		2.07	%E		2.10	%		2.60	%		2.10	%E		0.57	%E		0.56	%		0.56	%		0.57	%		0.59	%		0.56	%
Net investment income (loss), before reimbursements		0.18	%E		(0.54	)%		(1.36	)%		(1.86	)%E		1.90	%E		1.14	%		0.72	%		0.76	%		1.11	%		1.62	%
Net investment income (loss), net of reimbursements		0.24	%E		(0.43	)%		(1.36	)%		(1.28	)%E		1.90	%E		1.14	%		0.72	%		0.76	%		1.11	%		1.62	%
Portfolio turnover rate		22	%D		51	%		59	%		59	%G		22	%D		51	%		59	%		59	%		61	%		62	%

^A  On November 30, 2010, Metropolitan West Capital Management LLC was terminated and ceased managing assets of the Small Cap Value Fund.

^B  May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net assets for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^C  Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable.

^D  Not annualized.

^E  Annualized.

^F  Portfolio turnover rate is for the period from November 1, 2008 through October 31, 2009.

^G  Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

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33

Delivery of Documents

eDelivery is NOW AVAILABLE- Stop traditional mail delivery and receive your

shareholder reports and summary prospectus on-line. Sign up at

www.americanbeaconfunds.com

If you invest in the Fund through a financial institution, you may be able to receive the Fund’s regulatory mailings, such as the Summary Prospectus, Annual Report and Semi-Annual Report, by email. If you are interest in this option, please go to www.icsdelivery.com and search for your financial institution’s name or contact your financial institution directly.

To obtain more information about the Fund:

By E-mail: american_beacon.funds@ambeacon.com	On the Internet: Visit our website at www.americanbeaconfunds.com
By Telephone: Institutional, Y, Investor, Advisor, and Retirement Classes Call (800) 658-5811 AMR ClassSM Call (800) 345-2345	By Mail: American Beacon Funds P.O. Box 219643 Kansas City, MO 64121-9643
Availability of Quarterly Portfolio Schedules In addition to the Schedule of Investments provided in each semi-annual and annual report, the Fund files a complete schedule of its portfolio holdings with the Securities and Exchange Commission (“SEC”) on Form N-Q as of the first and third fiscal quarters. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov. The Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Section, 100 F Street, NE, Washington, D.C. 20549-1520. Information regarding the operation of the SEC’s Public Reference Room may be obtained by calling (202) 551-8090. A complete schedule of the Fund’s portfolio holdings is also available at www.americanbeaconfunds.com approximately twenty days after the end of each month.	Availability of Proxy Voting Policy and Records A description of the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available in the Fund’s Statement of Additional Information, is available free of charge on the Fund’s website www.americanbeaconfunds.com and by calling 1-800-967-9009 or by accessing the SEC’s website at www.sec.gov. The Fund’s proxy voting record for the most recent year ended June 30 is filed annually with the SEC on Form N-PX. The Fund’s Forms N-PX are available on the SEC’s website at www.sec.gov. The Fund’s proxy voting record may also be obtained by calling 1-800-967-9009.

Fund Service Providers:

CUSTODIAN State Street Bank and Trust Boston, Massachusetts TRANSFER AGENT Boston Financial Data Services Kansas City, Missouri INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Ernst & Young LLP Dallas, Texas DISTRIBUTOR Foreside Fund Services, LLC Portland, Maine

This report is prepared for shareholders of the American Beacon Funds and may be distributed to others only if preceded or accompanied by a current Prospectus or Summary Prospectus.

American Beacon Funds and American Beacon Small Cap Value Fund are service marks of American Beacon Advisors, Inc.

SAR 04/13

About American Beacon Advisors

Since 1986, American Beacon Advisors has offered a variety of products and investment advisory services to numerous institutional and retail clients, including a variety of mutual funds, corporate cash management, and separate account management.

Our clients include defined benefit plans, defined contribution plans, foundations, endowments, corporations, financial planners, and other institutional investors. With American Beacon Advisors, you can put the experience of a multi-billion dollar asset management firm to work for your company.

Contents

President’s Message	1
Performance Overviews	2-6
Schedule of Investments:
Emerging Markets Fund	8
International Equity Fund	13
Financial Highlights	36
Additional Information	Back Cover

Emerging Markets

The Fund may invest in futures contracts, which are a type of derivative investment. Investing in derivatives could result in losing more than the amount invested. Investing in foreign securities entails additional risk not associated with domestic securities, such as currency fluctuations, economic and political instability and differences in accounting standards. The risks of investing in foreign securities are heightened when investing in emerging markets. Please see the prospectus for a complete discussion of the Fund’s risks.

International Equity

The Fund may invest in futures contracts, which are a type of derivative investment. Investing in derivatives could result in losing more than the amount invested. Investing in foreign securities entails additional risk not associated with domestic securities, such as currency fluctuations, economic and political instability and differences in accounting standards. The intrinsic value of stocks selected for the Fund may never be realized by the market, and the prices of value stocks may go down. While investing in value stocks may limit downside risk over time, the Fund may produce more modest gains than riskier stock funds as a trade-off for this potentially lower risk. The Fund may participate in a securities lending program. Please see the prospectus for a complete discussion of the Fund’s risks.

Any opinions herein, including forecasts, reflect our judgment as of the end of the reporting period and are subject to change. Each advisor’s strategies and the Fund’s portfolio composition will change depending on economic and market conditions. This report is not a complete analysis of market conditions and, therefore, should not be relied upon as investment advice. Although economic and market information has been compiled from reliable sources, American Beacon Advisors, Inc. makes no representation as to the completeness or accuracy of the statements contained herein.

American Beacon Funds April 30, 2013

Dear Shareholders,   Despite persistent negative news from around the world, global stock markets have been surprisingly positive. For the six months that ended April 30, 2013, the MSCI EAFE Index – which tracks the stock markets in Europe, Australia and the Far East – returned 16.90%. The economic turmoil in Europe shouldn’t detract from the fact that many companies there have been growing in recent years.   Although emerging markets didn’t fare as well as the developed markets, the MSCI Emerging Markets Index still produced a positive return of 5.29% for the period.

For the six-month period ended on April 30, 2013:

• The American Beacon Emerging Markets Fund (Institutional Class) returned 6.52%.

• The American Beacon International Equity Fund (Institutional Class) returned 13.14%.

Our teams of sub-advisors work diligently on behalf of these funds, looking all over the world for promising investments with an appropriate amount of risk. We’re proud of their efforts, and remain focused on providing you with well-diversified portfolios that seek to take advantage of the best the world has to offer.

Thank you for your continued investment in the American Beacon Funds. For additional information about the Funds or to access your account information, please visit our website at www.americanbeaconfunds.com.

Best Regards,

Gene L. Needles, Jr.

President

American Beacon Funds

1

American Beacon Emerging Markets Fund^SM

Performance Overview

April 30, 2013 (Unaudited)

The Investor Class of the Emerging Markets Fund (the “Fund”) returned 6.26% for the six months ended April 30, 2013. The Fund outperformed the MSCI Emerging Markets Index (the “Index”) return of 5.29% but underperformed the Lipper Emerging Markets Funds Index return of 7.49% for the period.

Total Returns for the Period ended 4/30/2013:
	6 Months*			1 Year			5 Years			10 Years
Institutional Class (1,6)		6.52	%		5.86	%		-0.86	%		14.84	%
Y Class (1,2,6)		6.45	%		5.80	%		-0.94	%		14.79	%
Investor Class (1,6)		6.26	%		5.41	%		-1.24	%		14.46	%
A Class with sales charge (1,3,6)		0.18	%		-0.66	%		-2.42	%		13.78	%
A Class without sales charge (1,3,6)		6.31	%		5.36	%		-1.26	%		14.45	%
C Class with sales charges (1,4,6)		4.88	%		3.56	%		-1.64	%		14.23	%
C Class without sales charge (1,4,6)		5.88	%		4.56	%		-1.64	%		14.23	%
AMR Class (1,6)		6.48	%		5.93	%		-0.76	%		15.05	%
MSCI Emg Mkts Index (5)		5.29	%		3.97	%		-0.33	%		16.15	%
Lipper Emg Mkts Funds Index (5)		7.49	%		7.03	%		-0.34	%		15.65	%

* Not annualized

1. Performance shown is historical and is not indicative of future returns. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please visit www.americanbeaconfunds.com or call 1-800-967-9009. Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares.

2. Fund performance for the five-year and ten-year periods represent the returns achieved by the Institutional Class from 4/30/03 up to 3/1/10, the inception date of the Y Class, and the returns of the Y Class since its inception. Expenses of the Y Class are higher than those of the Institutional Class. As a result, total returns shown may be higher than they would have been had the Y Class been in existence since 4/30/03.

3. Fund performance for the five-year and ten-year periods represent returns achieved by the Investor Class from 4/30/03 up to 5/17/10, the inception date of the A Class, and the returns of the A Class since its inception. Expenses of the A Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the A Class been in existence since 4/30/03. The maximum sales charge for A Class is 5.75%.

4. Fund performance for the five-year and ten-year periods represent returns achieved by the Investor Class from 4/30/03 up to 9/1/10, the inception date of the C Class, and the returns of the C Class since its inception. Expenses of the C Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the C Class been in existence since 4/30/03. The maximum contingent deferred sales charge for C Class is 1.00% for shares redeemed within one year of the date of purchase.

5. The MSCI Emerging Markets Index is a market capitalization weighted index composed of companies that are representative of the market structure of developing countries in Latin America,

Asia, Eastern Europe, the Middle East and Africa. The Lipper Emerging Market Funds Index tracks the results of the 30 largest mutual funds in the Lipper Emerging Market Funds category. Lipper is an independent mutual fund research and ranking service. One cannot directly invest in an index.

6. The total annual Fund operating expense ratio set forth in the most recent Fund prospectus for the Institutional, Y, Investor, A, C, and AMR Class shares was 1.51%, 1.73%, 1.85%, 2.02%, 3.75%, and 1.25%, respectively. The expense ratios above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

The Fund outperformed the Index over the six-month period as a result of positive stock selection and country allocation.

Stock selections in China/Hong Kong and Brazil contributed to the relative outperformance, despite value lost through selections in Mexico. The Fund benefited from investing in People’s Food Holdings Ltd. (up 94.2%) and Sinotrans Ltd. (up 39.1%) within China/Hong Kong, and Embraer SA and Telfonica Brasil SA (up 26.6% and 33.0%, respectively) in Brazil. Investments in companies associated with the Mexican housing market detracted from relative performance, including Urbi Desarrollos Urbanos, SAB de CV (down 73.6%) and Desarrolladora Homex SAB de CV (down 67.9%).

Relative contribution from country allocation was positive for the six-month period, as the Fund benefited from underweighting South Africa (down 1.0%) and overweighting the Philippines and Turkey (up 31.9% and 18.2%, respectively). Underweighting Taiwan (up 12.3%) detracted from relative performance during the period.

The Fund’s basic philosophy remains focused on investing in attractively valued companies with above-average earnings growth expectations.

Top Ten Holdings (% Net Assets)

Petroleo Brasileiro S.A.	3.4
Samsung Electronics Co. Ltd.	2.7
China Mobile Ltd.	1.9
Lukoil OAO	1.8
Gazprom OAO	1.8
Banco Santander Brasil S.A.	1.7
Hyundai Motor Co.	1.7
KB Financial Group, Inc.	1.4
POSCO	1.4
TIM Participacoes S.A.	1.4
Total Fund Holdings	308

2

American Beacon Emerging Markets Fund^SM

Performance Overview

April 30, 2013 (Unaudited)

Sector Allocation (% Equities)
Financials	24.3
Information Technology	12.1
Energy	10.7
Consumer Discretionary	9.9
Telecommunication Services	9.6
Materials	9.5
Industrials	9.2
Consumer Staples	8.7
Utilities	3.1
Health Care	2.7
Private Placement	0.2

Country Allocation

Country Allocation (% Equities)

South Korea	17.4
Brazil	16.1
Hong Kong/China	16.1
India	9.5
Taiwan	6.1
Russia	5.4
Mexico	4.7
South Africa	3.5
Turkey	2.8
Indonesia	2.2
Thailand	1.9
Singapore	1.8
Philippines	1.7
Poland	1.6
Malaysia	1.5
Austria	1.3
Hungary	1.0
Chile	0.9
Czech Republic	0.9
United States	0.7
Cayman Islands	0.7
Peru	0.6
Egypt	0.3
Japan	0.3
United Kingdom	0.3
Switzerland	0.2
Argentina	0.2
Netherlands	0.2
British Virgin Islands	0.1

3

American Beacon Emerging Markets Fund^SM

Fund Expenses

April 30, 2013 (Unaudited)

Fund Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, such as sales charges (loads) on purchase payments and redemption fees, and (2) ongoing costs, including management fees, administrative service fees, distribution (12b-1) fees, and other Fund expenses. The examples below are intended to help you understand the ongoing cost (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the period in each Class and held for the entire period from November 1, 2012 through April 30, 2013.

Actual Expenses

The “Actual” lines of the table provide information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. Shareholders of the Investor and Institutional Classes that invest in the Fund through an IRA or Roth IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

Hypothetical Example for Comparison Purposes

The “Hypothetical” lines of the table provide information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed 5% per year rate of return before expenses (not the Fund’s actual return). You may compare the ongoing costs of investing in the Fund with other funds by contrasting this 5% hypothetical example and the 5% hypothetical examples that appear in the shareholder reports of the other funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. Shareholders of the Investor and Institutional

Classes that invest in the Fund through an IRA or Roth IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

You should also be aware that the expenses shown in the table highlight only your ongoing costs and do not reflect any transaction costs charged by the Fund, such as sales charges (loads) or redemption fees. Similarly, the expense examples for other funds do not reflect any transaction costs charged by those funds, such as sales charges (loads), redemption fees or exchange fees. Therefore, the “Hypothetical” lines of the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. If you were subject to any transaction costs during the period, your costs would have been higher.

	Beginning Account Value 11/1/12		Ending Account Value 4/30/13		Expenses Paid During Period* 11/1/12- 4/30/13
Institutional Class
Actual	$	1,000.00	$	1,065.18	$	6.91
Hypothetical **	$	1,000.00	$	1,018.10	$	6.76
Y Class
Actual	$	1,000.00	$	1,064.53	$	7.42
Hypothetical **	$	1,000.00	$	1,017.60	$	7.25
Investor Class
Actual	$	1,000.00	$	1,062.63	$	9.15
Hypothetical **	$	1,000.00	$	1,015.92	$	8.95
A Class
Actual	$	1,000.00	$	1,063.12	$	9.16
Hypothetical **	$	1,000.00	$	1,015.92	$	8.95
AMR Class
Actual	$	1,000.00	$	1,064.82	$	7.01
Hypothetical **	$	1,000.00	$	1,018.00	$	6.85
C Class
Actual	$	1,000.00	$	1,058.83	$	12.97
Hypothetical **	$	1,000.00	$	1,012.20	$	12.67

* Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 1.35%, 1.45%, 1.79%, 1.79%, 2.54% and 1.37% for the Institutional, Y, Investor, A, C and AMR Classes respectively, multiplied by the average account value over the period, multiplied by the number derived by dividing the number of days in the most recent fiscal half-year (181) by days in the year (365) to reflect the half-year period.

** 5% return before expenses.

4

American Beacon International Equity Fund^SM

Performance Overview

April 30, 2013 (Unaudited)

The Investor Class of the International Equity Fund (the “Fund”) returned 12.94% for the six months ended April 30, 2013. The Fund underperformed the MSCI EAFE Index (the “Index”) return of 16.90% and the Lipper International Funds Index return of 14.04% for the period.

Total Returns for the Period ended 4/30/2013:

	6 Months*			1 Year			5 Years			10 Years
Institutional Class (1,8)		13.14	%		18.76	%		-0.32	%		9.58	%
Y Class (1,2,8)		13.09	%		18.65	%		-0.39	%		9.54	%
Investor Class (1,8)		12.94	%		18.37	%		-0.66	%		9.26	%
Advisor Class (1,3,8)		12.86	%		18.13	%		-0.91	%		8.97	%
Retirement Class (1,4,8)		12.72	%		17.93	%		-1.00	%		8.93	%
A Class with sales charge (1,5,8)		6.35	%		11.32	%		-1.92	%		8.57	%
A Class without sales charge (1,5,8)		12.85	%		18.08	%		-0.75	%		9.21	%
C Class with sales charge (1,6,8)		11.46	%		16.31	%		-1.17	%		8.98	%
C Class without sales charge (1,6,8)		12.46	%		17.31	%		-1.17	%		8.98	%
AMR Class (1,8)		13.29	%		19.06	%		-0.09	%		9.86	%
Lipper Int’l. Funds Index (7)		14.04	%		16.49	%		-0.51	%		9.59	%
MSCI EAFE Index (7)		16.90	%		19.39	%		-0.93	%		9.23	%

* Not annualized

1. Please note the recent growth rate in the stock market has helped to produce short-term returns that are not typical and may not continue in the future. Performance shown is historical and is not indicative of future returns. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please visit www.americanbeaconfunds.com or call 1-800-967-9009. Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares.

2. Fund performance for the five-year and ten-year periods represent the returns achieved by the Institutional Class from 4/30/03 up to 8/3/09, the inception date of the Y Class, and the returns of the Y Class since its inception. Expenses of the Y Class are higher than those of the Institutional Class. As a result, total returns shown may be higher than they would have been had the Y Class been in existence since 4/30/03.

3. A portion of the fees charged to the Advisor Class of the Fund was waived in 2007 and 2009. Performance prior to waiving fees was lower than the actual returns shown for those periods.

4. Fund performance for the five-year and ten-year periods represent the returns achieved by the Advisor Class from 5/1/03 up to 5/1/09, the inception date of the Retirement Class, and the returns of the Retirement Class since its inception. Expenses of the Retirement Class are higher than those of the Advisor Class. As a result, total returns shown may be higher than they would have been had the Retirement Class been in existence since 4/30/03.

5. Fund performance for the five-year and ten-year periods represent the returns achieved by the Investor Class from 4/30/03 up to 5/17/10, the inception date of the A Class, and the returns of the A Class since its inception. Expenses of the A Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the A Class been in existence since 4/30/03. The maximum sales charge for A Class is 5.75%.

6. Fund performance for the five-year and ten-year periods represent the returns achieved by the Investor Class from 4/30/03 up to 9/1/10, the inception date of the C Class, and the returns of the C Class since its inception. Expenses of the C Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the C Class been in existence since 4/30/03. The maximum contingent deferred sales charge for C Class is 1.00% for shares redeemed within one year of the date of purchase.

7. The Lipper International Funds Index tracks the results of the 30 largest mutual funds in the Lipper International Funds category. Lipper is an independent mutual fund research and ranking service. The MSCI EAFE Index is a market capitalization weighted index of international stock performance composed of equities from developed markets excluding the U.S. and Canada. One cannot directly invest in an index.

8. The total annual Fund operating expense ratio set forth in the most recent Fund prospectus for the Institutional, Y, Investor, Advisor, Retirement, A, C, and AMR Class shares was 0.73%, 0.81%, 1.10%, 1.32%, 6.41%, 1.30%, 2.13%, and 0.46%, respectively. The expense ratios above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

The Fund underperformed the Index over the six-month period due to stock selection and country allocation.

Stock selections within Japan, the Netherlands, and the United Kingdom contributed to the Fund’s relative underperformance, despite value gained through selections in Germany. In Japan, the Fund lost value through investments in JGC Corp (down 11.6%) and Daito Trust Construction Co. Ltd. (down 3.5%). Investments in the Netherlands, including PostNL NV and ING Groep NV (down 42.3% and 7.7%, respectively), and in the United Kingdom, including Petrofac Ltd. (down 15.6%), Aviva plc (down 8.1%) and Balfour Beatty plc (down 31.1%), also detracted from relative performance. Positively contributing stock selections in Germany included HeidelbergCement AG (up 35.8%) and Muenchener Rueckver AG (up 29.2%).

Country allocation hurt relative performance, particularly underweighting Japan (up 30.9%). The Fund benefited from underweighting Israel (up 0.3%) during the period.

5

American Beacon International Equity Fund^SM

Performance Overview

April 30, 2013 (Unaudited)

Although economic and market conditions vary from period to period, the Fund’s primary strategy of investing in undervalued companies with above-average earnings growth expectations remains consistent.

Top Ten Holdings (% Net Assets)

Sanofi	2.5
Novartis AG Reg	2.4
Royal Dutch Shell PLC	2.0
Bayer AG Reg	1.8
BNP Paribas	1.8
Toyota Motor Corp.	1.5
Akzo Nobel	1.5
Siemens AG Reg	1.3
British American Tobacco PLC	1.5
Tesco PLC	1.3
Total Fund Holdings	162

Sector Allocation (% Equities)

Financials	20.0
Industrials	13.6
Consumer Discretionary	13.2
Health Care	11.6
Energy	10.7
Materials	9.7
Consumer Staples	7.8
Telecommunication Services	5.8
Information Technology	5.8
Utilities	1.5
Private Placement	0.3

Regional Allocation (% Equities)

Region
Europe	74.3	%
Asia	22.9	%
North America	2.8	%

6

American Beacon International Equity Fund^SM

Fund Expenses

April 30, 2013 (Unaudited)

Fund Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, such as sales charges (loads) on purchase payments and redemption fees, and (2) ongoing costs, including management fees, administrative service fees, distribution (12b-1) fees, and other Fund expenses. The examples below are intended to help you understand the ongoing cost (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 invested at the beginning of the period in each Class and held for the entire period from November 1, 2012 through April 30, 2013.

Actual Expenses

The “Actual” lines of the table provide information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. Shareholders of the Investor and Institutional Classes that invest in the Fund through an IRA or Roth IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

Hypothetical Example for Comparison Purposes

The “Hypothetical” lines of the table provide information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed 5% per year rate of return before expenses (not the Fund’s actual return). You may compare the ongoing costs of investing in the Fund with other funds by contrasting this 5% hypothetical example and the 5% hypothetical examples that appear in the shareholder reports of the other funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. Shareholders of the Investor and Institutional

Classes that invest in the Fund through an IRA or Roth IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

You should also be aware that the expenses shown in the table highlight only your ongoing costs and do not reflect any transaction costs charged by the Fund, such as sales charge (loads) or redemption fees. Similarly, the expense examples for other funds do not reflect any transaction costs charged by those funds, such as sales charges (loads), redemption fees or exchange fees. Therefore, the “Hypothetical” lines of the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. If you were subject to any transaction costs during the period, your costs would have been higher.

	Beginning Account Value 11/1/12		Ending Account Value 4/30/13		Expenses Paid During Period* 11/1/12- 4/30/13
Institutional Class
Actual	$	1,000.00	$	1,131.35	$	3.70
Hypothetical **	$	1,000.00	$	1,021.32	$	3.51
Y Class
Actual	$	1,000.00	$	1,130.92	$	4.07
Hypothetical **	$	1,000.00	$	1,020.98	$	3.86
Investor Class
Actual	$	1,000.00	$	1,129.36	$	5.39
Hypothetical **	$	1,000.00	$	1,019.74	$	5.11
Advisor Class
Actual	$	1,000.00	$	1,128.57	$	6.54
Hypothetical **	$	1,000.00	$	1,018.65	$	6.21
Retirement Class
Actual	$	1,000.00	$	1,127.15	$	7.75
Hypothetical **	$	1,000.00	$	1,017.50	$	7.35
A Class
Actual	$	1,000.00	$	1,128.51	$	6.60
Hypothetical **	$	1,000.00	$	1,018.60	$	6.26
AMR Class
Actual	$	1,000.00	$	1,132.86	$	2.22
Hypothetical **	$	1,000.00	$	1,022.71	$	2.11
C Class
Actual	$	1,000.00	$	1,124.57	$	10.48
Hypothetical **	$	1,000.00	$	1,014.93	$	9.94

* Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 0.70%, 0.77%, 1.02%, 1.20%, 1.47%, 1.25%, 1.99% and 0.42% for the Institutional, Y, Investor, Advisor, Retirement, A, C and AMR Classes respectively, multiplied by the average account value over the period, multiplied by the number derived by dividing the number of days in the most recent fiscal half-year (181) by days in the year (365) to reflect the half-year period.

** 5% return before expenses.

7

American Beacon Emerging Markets Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Shares		Fair Value
			(000’s)
Argentina—0.18%
Preferred Stocks—(Cost $365)
Nortel Inversora S.A., Class B, ADR A		12,460	$	224
Austria—1.19%
Common Stocks—(Cost $1,608)
Erste Group Bank AG		39,101		1,225
Vienna Insurance Group AG		4,469		237
Total Austria				1,462
Brazil—15.15%
Common Stocks—(Cost $18,319)
Banco Bradesco S.A.		19,250		333
Banco do Brasil S.A.		48,790		613
Banco Santander Brasil S.A., ADRA		281,730		2,091
BB Seguridade Participacoes S.A.B		29,500		251
Brasil Insurance Participacoes e Administracao S.A.		30,900		331
BRF—Brasil Foods S.A.		34,910		864
CCR S.A.		28,300		280
Companhia Energetica de Minas Gerais, CEMIG S.A., ADRA		21,740		279
Diagnosticos da America S.A.		36,000		198
EDP—Energias do Brasil S.A.		59,800		367
Embraer S.A., ADRA		32,480		1,135
Gerdau S.A., ADRA		27,860		219
Itau Unibanco Holding S.A., ADRA		44,562		750
JBS S.A.		114,700		366
Magnesita Refratarios S.A.		54,300		196
Marfrig Alimentos S.A.		127,300		433
PDG Realty S.A. Empreendimentos e Participacoes		68,000		78
Petroleo Brasileiro S.A.B		15,596		150
Petroleo Brasileiro S.A., A Shares, ADRA B		78,999		1,578
Petroleo Brasileiro S.A., ADRA B		110,620		2,117
Porto Seguro S.A.		19,460		244
Raia Drogasil S.A.B		13,100		141
Sul America S.A.		28,243		210
Telefonica Brasil S.A., ADRA		42,165		1,121
TIM Participacoes S.A.		403,900		1,704
Ultrapar Participacoes S.A.		9,800		261
Vale S.A., ADRA		25,480		435
Viver Incorporadora e Construtora S.A.B		431,588		140
Total Common Stocks				16,885
Preferred Stocks—(Cost $1,337)
Banco Bradesco S.A.		26,850		441
Companhia de Bebidas, ADRA		14,980		629
Gerdau S.A.		19,800		155
Itau Unibanco Holding S.A.		11,100		187
Petroleo Brasileiro S.A.B		26,000		261
Total Preferred Stocks				1,673
Total Brazil				18,558
British Virgin Islands—0.12%
Common Stocks—(Cost $188)
Mail.ru Group Ltd. B		5,276		142

	Shares		Fair Value
			(000’s)
Cayman Islands—0.62%
Common Stocks—(Cost $709)
Baoxin Auto Group Ltd.		49,500	$	43
Chailease Holding Co. Ltd.B		1,500		23
Daphne International Holdings Ltd.		30,000		31
Gourmet Master Co.B		14,000		78
Parkson Retail Group Ltd.B		337,000		183
Qihoo 360 Technology Co. LtdB		4,078		140
Sino Biopharmaceutical		188,000		130
Uni-President China Holdings Ltd.		116,000		126
Total Cayman Islands				754
Chile—0.81%
Common Stocks—(Cost $973)
Empresa Nacional de Electricidad S.A.		93,853		166
SACI Falabella		49,862		571
Sociedad Quimica y Minera de Chile S.A., ADRA		5,133		254
Total Chile				991
Czech Republic—0.82%
Common Stocks—(Cost $1,163)
Komercni Banka AS		950		182
Telefonica Czech Republic AS		56,930		822
Total Czech Republic				1,004
Egypt—0.30%
Common Stocks—(Cost $392)
Eastern Tobacco B		26,280		364
Hong Kong/China—15.08%
Common Stocks—(Cost $19,372)
Anhui Conch Cement Co. Ltd. H		67,500		244
Asia Cement China Holdings Corp.		91,500		51
Bank of China Ltd. H		1,091,000		510
Beijing Capital International Airport Co. Ltd. H		296,000		204
Beijing Enterprises Holdings Ltd.		18,000		135
Belle International Holdings Ltd.		51,000		83
Bosideng International Holdings Ltd.		2,162,000		571
BYD Electronic International Co. Ltd.		413,000		218
Chaoda Modern Agriculture Holdings Ltd.		2,200,000		110
China Citic Bank Corp. Ltd.		80,000		45
China Coal Energy Co. Ltd. H		470,000		362
China Communications Services Corp. Ltd. H		258,000		189
China Construction Bank H		1,310,325		1,098
China Life Insurance Co. Ltd. H		108,000		295
China Mengniu Dairy Co. Ltd.		73,000		206
China Mobile Ltd.		216,000		2,367
China Oilfield Services Ltd.		82,000		162
China Overseas Grand Oceans Group Ltd.		48,000		75
China Overseas Land & Investment Ltd.		62,000		190
China Pacific Insurance Group Co. Ltd. H		114,600		411
China Petroleum & Chemical Corp.		156,000		171
China Power International Development Ltd.		533,800		193

See accompanying notes

8

American Beacon Emerging Markets Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Shares		Fair Value
			(000’s)
China Railway Group Ltd. H		367,000	$	193
China Shenhua Energy Co. Ltd.		23,000		81
China Yuchai International Ltd.		17,000		243
CNOOC Ltd.		15,000		28
Cosco International Holdings Ltd.		1,036,000		440
COSCO Pacific Ltd.		267,910		355
Dickson Concepts International Ltd.		280,445		148
Dongfeng Motor Group Co. Ltd. H		144,000		215
First Pacific Co. Ltd.		973,874		1,350
Global Bio-Chem Technology Group Co. Ltd.		1,690,520		146
Guangzhou Automobile Group Co. Ltd. H		551,370		453
Huaneng Power International, Inc. H		53,900		62
Industrial & Commercial Bank of China Ltd.		996,555		701
Lianhua Supermarket Holdings Co. Ltd.		480,000		291
NWS Holdings Ltd.		182,303		326
People’s Food Holdings Ltd.		911		1
PetroChina Co. Ltd. H		378,000		481
PICC Property and Casualty Co. Ltd.		310,000		398
Samsonite International S.A.		145,500		358
Shanghai Industrial Holdings Ltd.		118,000		373
Shanghai Pharmaceuticals Holding Co. Ltd.		73,900		152
Sinotrans Ltd. H		6,040,058		1,285
Sinotrans Shipping Ltd.		2,868,000		709
Tencent Holdings Ltd.		13,500		463
Tsingtao Brewery Co. Ltd. H		26,000		174
Weiqiao Textile Co. Ltd. H		1,161,600		639
Xinhua Winshare Publishing and Media Co. Ltd.		341,000		193
Zhejiang Expressway Co. Ltd. H		442,000		347
Total Hong Kong/China				18,495
Hungary—0.92%
Common Stocks—(Cost $1,329)
Magyar Telekom Telecommunications PLC		284,733		526
Richter Gedeon Nyrt		4,024		598
Total Hungary				1,124
India—8.97%
Common Stocks—(Cost $10,888)
ACC Ltd.		9,995		229
Asian Paints Ltd.		2,730		237
Bharat Heavy Electricals Ltd.		112,270		403
Glenmark Pharmaceuticals Ltd.		32,161		291
HCL Technologies Ltd.		13,122		176
HDFC Bank Ltd.		38,287		484
Hindustan Petroleum Corp. Ltd.		45,400		259
ICICI Bank Ltd., ADRA		2,830		133
ICICI Bank Ltd.		4,800		103
India Cements Ltd.		260,060		404
Indian Oil Corp Ltd.		191,780		1,064
IndusInd Bank Ltd.		33,857		293
ITC Ltd.		65,738		400
Jubilant Life Sciences Ltd.		64,530		204
Larsen & Toubro Ltd.		6,646		187
Maruti Suzuki India Ltd.		1,350		42
NMDC Ltd.		164,490		386
Oriental Bank of Commerce		55,590		277

	Shares		Fair Value
			(000’s)
Power Grid Co. of Bangladesh Ltd.		58,140	$	121
Punjab National Bank Ltd.		17,520		250
Reliance Industries Ltd.		72,386		1,057
Reliance Infrastructure Ltd.		155,620		1,084
Rolta India Ltd.		126,160		142
State Bank of India, GDRC		2,380		201
State Bank of India		8,050		341
Steel Authority of India Ltd.		279,710		320
Sterlite Industries India Ltd.		126,690		226
Sterlite Industries India Ltd., ADRA		7,220		52
Sun PharmaceuticalB		16,676		293
Tata Consultancy Services Ltd.		11,847		303
Tata Steel Ltd.		24,800		140
United Phosphorus Ltd.B		247,447		651
Zee Entertainment Enterprises Ltd.		53,868		234
Total India				10,987
Indonesia—2.07%
Common Stocks—(Cost $2,261)
Adaro Energy Tbk PT		1,200,500		152
Aneka Tambang Persero Tbk PT		407,500		58
Bank Negara Indonesia Persero Tbk PT		287,000		159
Bank Rakyat Indonesia Persero Tbk PT		43,000		41
Bank Tabungan Negara Persero Tbk PT		1,192,510		183
Gudang Garam Tbk		47,000		239
Harum Energy TbkB		299,000		128
Indofood Sukses Makmur Tbk PT		249,000		188
Indosat Tbk PT		546,000		336
Kalbe Farma Tbk PT		1,588,000		227
Lippo Karawaci Tbk PT		2,035,000		283
Matahari Department Store Tbk PT		180,000		224
Medco Energi Internasional Tbk PT		569,500		112
Semen Indonesia PerseroB		110,500		209
Total Indonesia				2,539
Japan—0.24%
Common Stocks—(Cost $350)
Nexon Co. Ltd.		23,800		289
Malaysia—1.37%
Common Stocks—(Cost $1,549)
Astro Malaysia Holdings BhdB		215,600		209
CIMB Group Holdings Bhd		204,700		521
Gamuda Bhd		168,900		226
Genting Bhd		73,000		252
Genting Malaysia Bhd		26,500		33
IHH Healthcare BhdB		144,600		178
IJM Corp. Bhd		146,900		263
Total Malaysia				1,682
Mexico—4.42%
Common Stocks—(Cost $6,063)
ALFA SAB		124,180		288
America Movil SAB de CV, Series L, ADRA		40,398		863
Cemex SAB de CV, Series L, ADRA		127,030		1,428
Consorcio ARA SAB de CV		191,100		63
Desarrolladora Homex SAB de CV, ADRA B		31,430		153
Desarrolladora Homex SAB de CVB		327,010		265

See accompanying notes

9

American Beacon Emerging Markets Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Shares		Fair Value
			(000’s)
Fomento Economico Mexicano SAB de CV, Series B, ADRA		3,700	$	420
Grupo Financiero Banorte SAB de CV		22,282		168
Grupo Financiero Santander Mexico SAB de CV, ADRA B		24,500		396
Grupo Televisa S.A., ADRA		18,150		460
Mexichem SAB de CV		47,349		242
Urbi Desarrollos Urbanos, S.A.B. de CVB		1,452,850		216
Wal-Mart de Mexico SAB de CV		143,300		455
Total Mexico				5,417
Netherlands—0.17%
Common Stocks—(Cost $192)
Yandex N.V. B		8,300		214
Peru—0.60%
Common Stocks—(Cost $624)
Credicorp Ltd.		4,910		739
Philippines—1.59%
Common Stocks—(Cost $1,271)
BDO Unibank, Inc.B		50,000		111
Bloomberry Resorts Corp.B		468,400		137
DMCI Holdings, Inc.B		155,820		216
International Container Terminal Services, Inc.B		85,000		190
Lt Group, Inc.B		227,200		134
Metro Pacific Investments Corp.		2,487,000		368
Philippine Long Distance Telephone Co.		5,400		400
SM Investments Corp.		14,320		398
Total Philippines				1,954
Poland—1.48%
Common Stocks—(Cost $1,940)
Asseco Poland S.A.		13,461		183
Bank Pekao S.A.		8,787		421
Bank Zachodni WBK S.A.		5,220		434
PGNiG GroupB		214,583		363
Powszechny Zaklad Ubezpieczen S.A.		1,374		189
Telekomunikacja Polska S.A.		98,722		220
Total Poland				1,810
Russia—5.04%
Common Stocks—(Cost $6,125)
Eurasia Drilling Co. Ltd, GDRC		3,279		128
Eurasia Drilling Co. Ltd., GDRC		986		39
Federal Hydro Generating, ADRA		242,140		411
Gazprom OAO, ADRA		275,678		2,191
Lukoil OAO, ADRA		34,838		2,217
MegafonB		6,937		214
MMC Norilsk NickelB		9,400		144
Pharmstandard OJSC, GDRB C		15,520		325
SberbankB		18,550		239
VimpelCom Ltd., ADRA		24,390		267
Total Russia				6,175

	Shares		Fair Value
			(000’s)
Singapore—1.69%
Common Stocks—(Cost $2,079)
Flextronics International Ltd.B		230,410	$	1,647
Haw Par Corp Ltd.		66,325		418
Total Singapore				2,065
South Africa—3.31%
Common Stocks—(Cost $4,736)
ABSA Group Ltd.		15,930		262
Adcock Ingram Holdings, Ltd.B		23,110		157
Anglo American Platinum Ltd.		7,932		301
AngloGold Ashanti Ltd., ADRA		1,730		34
AngloGold Ashanti Ltd.		3,511		65
JD Group Ltd.		73,390		270
Life Healthcare Group Holdings Ltd.		37,200		157
MTN Group Ltd.		36,785		663
Murray & Roberts Holdings Ltd.B		135,710		332
Naspers Ltd., N Shares		4,702		315
Pick n Pay Stores Ltd.		32,471		154
SABMiller PLC		6,433		347
Sasol Ltd.		5,700		246
Standard Bank Group Ltd.		48,561		608
Telkom S.A. Ltd.B		98,200		140
Total South Africa				4,051
South Korea—16.54%
Common Stocks—(Cost $16,287)
Cheil Industries, Inc.		1,620		139
Cheil Worldwide, Inc.		3,660		90
Cosmax, Inc.B		1,310		66
Coway Co. Ltd		3,911		198
GS Retail Co. LTDB		3,250		87
Halla Climate ControlB		12,534		339
Hite Jinro Ltd.		8,367		245
Hotel Shilla Co. Ltd.B		368		19
Hyundai Development Co.		11,540		237
Hyundai Engineering & Construction Co. Ltd.		5,081		266
Hyundai Glovis Co. Ltd		1,074		180
Hyundai Mobis		1,590		361
Hyundai Motor Co.		2,818		510
KB Financial Group, Inc.		53,994		1,766
Kia Motors Corp.		14,485		721
Korea Electric Power Corp.B		26,055		749
Korea Electric Power Corp., ADRA		11,050		158
KT Corp., ADRA		10,300		168
KT Corp.		4,380		143
LG Chem Ltd.		494		117
LG Display Co. Ltd.B		1,120		30
LG Electronics, Inc.		6,122		490
LG Household & Health Care Ltd.		319		179
LG UPlus Corp.		14,080		133
Lotte Chilsung Beverage Co. Ltd.		259		404
Lotte Confectionery Co. Ltd.		428		746
Mando Corp.		2,444		186
Mirae Asset Securities Co. Ltd.		6,700		280
NCSoft Corp.		1,018		153
NongShim Co. Ltd.		491		150
Orion Corp.		118		125
Paradise Co. Ltd.B		3,084		64
POSCO		6,002		1,712
POSCO, ADRA		170		13
Samsung Electronics Co. Ltd.		2,359		3,257

See accompanying notes

10

American Beacon Emerging Markets Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Shares		Fair Value
			(000’s)
Samsung Fire & Marine Insurance Co. Ltd.		3,191	$	657
Shinhan Financial Group Co. Ltd.		40,592		1,405
Shinsegae Co Ltd.		2,330		500
SK C&C Co. Ltd.		1,295		109
SK Hynix, Inc.B		7,180		195
SK Telecom Co. Ltd., ADRA		16,640		324
SK Telecom Co. Ltd.		466		82
SM Entertainment Co.B		340		13
Tong Yang Life Insurance		14,670		131
Total Common Stocks				17,897
Preferred Stocks—(Cost $1,906)
Hyundai Motor Co.		21,342		1,518
Samsung Electronics Co. Ltd.		1,070		846
Total Preferred Stocks				2,364
Total South Korea				20,261
Switzerland—0.21%
Common Stocks—(Cost $260)
Coca-Cola HBC AG B		9,839		254
Taiwan—5.70%
Common Stocks—(Cost $6,646)
Asustek Computer, Inc.		14,648		170
Chailease Holding Co. Ltd.		95,000		286
CHC Healthcare Group		16,000		60
China Life Insurance Co. Ltd.B		154,419		157
Chinatrust Financial Holding Co. Ltd.		646,164		392
Cleanaway Co. Ltd		16,000		130
Compal Electronics, Inc.		1,167,000		756
Eclat Textile Co. LtdB		5,000		30
First Financial Holding Co. Ltd.		509,000		313
Hon Hai Precision Industry Co. Ltd.		327,059		845
Lung Yen Life Service Corp.		20,000		71
MediaTek, Inc.		10,000		122
MStar Semiconductor, Inc.		10,000		85
Nan Ya Printed Circuit Board Corp.		256,099		293
Powertech Technology, Inc.		149,400		267
Ruentex Development Co. Ltd.B		15,000		29
Siliconware Precision Industries Co., ADRA		15,000		91
Siliconware Precision Industries Co.		276,000		327
Simplo Technology Co. Ltd.B		46,000		196
SYNNEX Corp.B		44,000		74
Taiwan Cement Corp.		113,000		150
Taiwan Semiconductor Manufacturing Co. Ltd.		318,385		1,182
Transcend Information, Inc.		50,520		175
Uni-President Enterprises Corp.		161,141		317
United Microelectronics Corp.		837,226		319
Young Fast Optoelectronics Co. Ltd.		83,541		150
Total Taiwan				6,987
Thailand—1.79%
Common Stocks—(Cost $1,793)
Bangkok Bank		57,100		439
Bangkok Bank PCL		37,390		289
Bank of AyudhyaB		362,900		405
Banpu PCL		27,450		318
Land and Houses PCL, NVDRD		528,400		236

	Shares		Fair Value
			(000’s)
Minor International PCL, NVDR		11,600	$	10
Robinson Dept Store PLCB		59,900		163
Supalai Public Co. LTD.B		245,200		171
Total Access Communication PCL, NVDRD		40,400		161
Total Thailand				2,192
Turkey—2.63%
Common Stocks—(Cost $2,181)
Anadolu Efes Biracilik Ve Malt Sanayii A.S.		39,535		657
Asya Katilim Bankasi A.S.		124,810		151
Haci Omer Sabanci Holding A.S.		59,907		373
Tupras Turkiye Petrol Rafinerileri A.S.		5,525		154
Turkiye Garanti Bankasi A.S.		258,144		1,425
Turkiye Sise ve Cam Fabrikalari A.S.		32,150		55
Turkiye Vakiflar Bankasi Tao		114,447		409
Total Turkey				3,224
United Kingdom—0.28%
Common Stocks—(Cost $443)
JKX Oil & Gas PLCB		76,470		80
Mondi PLC		19,557		260
Total United Kingdom				340
United States—0.65%
Common Stocks—(Cost $773)
AsiaInfo-Linkage, Inc. B		69,810		801
SHORT-TERM INVESTMENTS—5.63% (Cost $6,894)
JPMorgan U.S. Government Money Market Fund, Capital Class		6,894,404		6,894
TOTAL INVESTMENTS —99.57% (Cost $121,016)				121,993
OTHER ASSETS, NET OF LIABILITIES—0.43%				530
TOTAL NET ASSETS—100.00%			$	122,523

Percentages are stated as a percent of net assets.

^A  ADR—American Depositary Receipt.

^B  Non-income producing security.

^C  GDR—Global Depositary Receipt.

^D  NVDR—Non Voting Depositary Receipt

See accompanying notes

11

American Beacon Emerging Markets Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

Futures Contracts Open on April 30, 2013 (000’s):

Description	Type		Number of Contracts		Expiration Date		Contract Value		Unrealized Appreciation (Depreciation)
MSCI Emerging Market EMini Future		Long		126		June, 2013	$	6,551	$	172
							$	6,551	$	172

Foreign Currency Contracts open at April 30, 2013:

Type	Currency	Principal Amount Covered by Contract		Settlement Date	Counterparty	Unrealized Appreciation		Unrealized (Depreciation)			Net Unrealized Appreciation (Depreciation)
Sell	JPY		6,041	5/16/2013	UBS	$	—	$	(87	)	$	(87	)
Sell	JPY		6,041	5/16/2013	SSB		—		(85	)		(85	)
Sell	JPY		5,898	5/16/2013	UBS		—		(24	)		(24	)
Sell	JPY		5,898	5/16/2013	SSB		—		(21	)		(21	)
Sell	JPY		7,978	5/16/2013	UBS		—		(6	)		(6	)
Sell	JPY		7,978	5/16/2013	SSB		—		(3	)		(3	)
Sell	JPY		120,011	5/16/2013	UBS		499		—			499
Sell	JPY		120,011	5/16/2013	SSB		507		—			507
						$	1,006	$	(226	)	$	780

Glossary:

Counterparty Abbreviations:
SSB	State Street Bank
UBS	UBS AG
Currency Abbreviations:
JPY	Japanese Yen

See accompanying notes

12

American Beacon International Equity Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Shares		Fair Value
			(000’s)
Australia—0.83%
Common Stocks—(Cost $12,862)
Ansell Ltd.A		334,915	$	5,486
James Hardie Industries PLC, CDI		987,929		10,385
Total Australia				15,871
Austria—0.05%
Common Stocks—(Cost $2,898)
Telekom Austria AG		135,569		929
Belgium—1.26%
Common Stocks—(Cost $10,665)
Anheuser-Busch InBev N.V.B		234,695		22,331
KBC Groep N.V.		40,863		1,604
Total Belgium				23,935
Canada—2.58%
Common Stocks—(Cost $47,039)
Imperial Oil Ltd.A		200,900		7,992
MDA Corp.A C		100,600		7,267
Potash Corp. of Saskatchewan, Inc.		282,280		11,882
Rogers Communications, Inc., Class B		195,800		9,657
Suncor Energy, Inc.		170,600		5,319
Talisman Energy, Inc.		578,700		6,939
Total Canada				49,056
Denmark—0.31%
Common Stocks—(Cost $6,907)
Carlsberg AS, Class BA		64,462		5,984
Finland—0.59%
Common Stocks—(Cost $7,557)
Sampo OYJ, Class A		280,167		11,180
France—9.82%
Common Stocks—(Cost $154,174)
Alstom S.A.		204,220		8,380
AXA S.A.		698,972		13,085
BNP Paribas		602,165		33,553
Cie Generale des Etablissements Michelin		90,840		7,672
Compagnie de Saint-Gobain		141,729		5,684
European Aeronautic Defence and Space Co. N.V.		111,751		5,902
France Telecom S.A.		438,720		4,694
Legrand S.A.		251,286		11,710
Sanofi		429,935		47,120
Technip S.A.B		70,114		7,525
Total S.A.		410,728		20,701
Valeo S.A.C		184,631		10,723
Vivendi S.A.		442,753		10,029
Total France				186,778

	Shares		Fair Value
			(000’s)
Germany—10.36%
Common Stocks—(Cost $146,941)
Bayer AG RegB		327,543	$	34,171
Bayerische Motoren Werke AG		93,946		8,667
Daimler AG		249,594		13,810
Deutsche Boerse AGA		86,033		5,370
Deutsche Post AG Reg		454,742		10,792
E.ON AGB		252,980		4,584
HeidelbergCement AG		133,810		9,634
Infineon Technologies AG		1,022,540		8,073
Linde AG		64,144		12,131
Merck KGaAB		146,859		22,358
Muenchener Rueckversicherungs AG RegB		68,556		13,710
SAP AG		307,053		24,388
Siemens AG Reg		240,243		25,090
Thyssenkrupp AGA		224,795		4,066
Total Germany				196,844
Hong Kong/China—3.01%
Common Stocks—(Cost $50,595)
AIA Group Ltd.		1,662,800		7,382
Cheung Kong Holdings Ltd.		346,500		5,224
China Merchants Holdings Intl.A		912,000		2,873
CNOOC Ltd.		5,295,000		9,853
HSBC Holdings PLC		2,054,796		22,374
Hutchison Whampoa Ltd.		238,000		2,581
Yue Yuen Industrial Holdings Ltd.		2,025,667		7,009
Total Hong Kong/China				57,296
Ireland—0.94%
Common Stocks—(Cost $17,161)
CRH PLC		608,660		13,067
Smurfit Kappa Group PLCA		322,484		4,786
Total Ireland				17,853
Italy—2.28%
Common Stocks—(Cost $40,661)
Atlantia SpA		432,008		7,720
ENI SpA		818,747		19,582
Intesa Sanpaolo SpA		2,847,656		5,164
Snam Rete Gas SpA		1,630,493		8,018
UniCredit SpA		563,187		2,937
Total Italy				43,421
Japan—12.71%
Common Stocks—(Cost $191,920)
AEON Financial Service Co. Ltd.B		276,800		8,294
Asics Corp.		552,380		9,956
Bank of Yokohama Ltd.		460,000		2,793
Canon, Inc.		106,100		3,804
Daikin Industries Ltd.		137,300		5,507
Daito Trust Construction Co. Ltd.		60,700		5,878
Daiwa House Industry Co. Ltd.		280,000		6,325
Don Quijote Co. Ltd.		236,200		12,866
FANUC Corp.		27,400		4,132
Hitachi Ltd.		1,141,000		7,280
ITOCHU Corp.		523,400		6,470
Japan Tobacco, Inc.		277,500		10,490
JGC Corp.		489,000		14,472
KDDI Corp.		336,600		16,159

See accompanying notes

13

American Beacon International Equity Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Shares		Fair Value
			(000’s)
Komatsu Ltd.		341,100	$	9,303
Konica Minolta, Inc.		1,049,500		7,417
LIXIL Group Corp.		420,800		9,449
Nissan Motor Co. Ltd.		1,060,100		11,048
Seven & I Holdings Co. Ltd.		275,400		10,566
Shin-Etsu Chemical Co. Ltd.		154,700		10,410
Sumitomo Mitsui Financial Group, Inc.		372,500		17,597
Tokyo Electron Ltd.		136,100		6,967
Toyota Motor Corp.		494,100		28,586
Trend Micro, Inc.A		282,600		7,914
Yahoo Japan Corp.		15,636		7,819
Total Japan				241,502
Luxembourg—0.30%
Common Stocks—(Cost $5,751)
RTL Group S.A.		78,600		5,745
Netherlands—4.69%
Common Stocks—(Cost $90,192)
Akzo Nobel		471,883		28,449
ING Groep N.V. CVAA		1,120,680		9,198
Koninklijke Philips Electronics N.V.		309,647		8,551
PostNL N.V.		1,768,987		4,026
Randstad Holding N.V.		97,990		4,080
Reed Elsevier N.V.B		1,167,819		18,948
SBM Offshore N.V.A B D		692,530		11,145
TNT Express N.V.		624,765		4,800
Total Netherlands				89,197
New Zealand—0.26%
Common Stocks—(Cost $3,380)
Telecom Corp. of New Zealand Ltd.		2,208,510		4,931
Norway—1.48%
Common Stocks—(Cost $19,021)
Petroleum Geo-Services ASAA		347,845		5,091
Statoil ASA		340,020		8,296
Telenor ASA		659,120		14,814
Total Norway				28,201
Portugal—0.47%
Common Stocks—(Cost $10,475)
Energias de Portugal, S.A.		941,340		3,236
Galp Energia SGPS S.AA		99,528		1,595
Portugal Telecom SGPS S.A. RegB		771,300		4,023
Total Portugal				8,854
Singapore—2.48%
Common Stocks—(Cost $35,294)
DBS Group Holdings Ltd.		1,156,342		15,734
Flextronics International Ltd.A		1,277,170		9,132
SembCorp Industries Ltd.		994,000		4,027
SembCorp Marine Ltd.		2,022,000		7,075
Singapore Telecommunications Ltd.		98,000		312
Singapore Telecommunications Ltd. New		3,428,000		10,938
Total Singapore				47,218

	Shares		Fair Value
			(000’s)
South Korea—2.42%
Common Stocks—(Cost $43,380)
Hyundai Mobis		23,740	$	5,389
KB Financial Group, Inc., ADRE		182,978		6,002
KT&G Corp.		133,562		9,617
LG Electronics, Inc.		119,709		9,576
POSCO		34,148		9,736
Samsung Electronics Co. Ltd., GDRF		8,191		5,660
Total South Korea				45,980
Spain—2.17%
Common Stocks—(Cost $33,319)
Mediaset Espana Comunicacion S.A.		1,126,028		8,840
Red Electrica Corporation S.A.A		185,207		9,851
Repsol S.A.		304,376		7,135
Tecnicas Reunidas S.A.		159,026		7,701
Telefonica S.A.		527,606		7,740
Total Spain				41,267
Sweden—3.08%
Common Stocks—(Cost $46,998)
Assa Abloy AB, Class BB		291,067		11,591
Autoliv, Inc.		84,169		6,413
Ericsson LM, Class B		788,560		9,843
Getinge AB, Class BA		318,205		9,579
Skandinaviska Enskilda Banken AB, Class A		741,355		7,607
Swedbank AB, Class A		381,444		9,388
Volvo AB, B sharesA		296,962		4,110
Total Sweden				58,531
Switzerland—8.17%
Common Stocks—(Cost $119,602)
ABB Ltd.A		275,570		6,239
Adecco S.A. Reg		85,290		4,562
Credit Suisse Group AG Reg		251,836		6,982
GAM Holding AG		327,163		5,771
Givaudan S.A. Reg		9,059		11,653
Glencore Xstrata PLC A		1,441,910		7,099
Novartis AG Reg		604,191		44,869
Roche Holding AG Genusschein		90,825		22,701
Swatch Groug AGA		12,513		7,166
Swiss Re AG		104,450		8,307
UBS AG Reg		1,152,160		20,570
Zurich Insurance Group AG		33,975		9,486
Total Switzerland				155,405
United Kingdom—19.60%
Common Stocks—(Cost $323,078)
Aviva PLC		3,338,669		15,823
BAE Systems PLC		1,564,304		9,124
Balfour Beatty PLC		1,686,083		5,655
Barclays PLC		1,979,227		8,794
BG Group PLC		961,824		16,203
BP PLC		1,197,900		8,679
British American Tobacco PLC		524,468		29,052
Direct Line Insurance Group		2,033,698		6,397
GlaxoSmithKline PLC		450,970		11,632
HSBC Holdings PLC		181,810		1,987
Informa PLC		1,674,663		12,434
Kingfisher PLC		1,692,500		8,232
Lloyds Banking Group PLCA		26,905,221		22,707
Marks & Spencer Group PLC		1,472,810		9,348

See accompanying notes

14

American Beacon International Equity Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Shares		Fair Value
			(000’s)
Michael Page International PLC		776,247	$	4,493
Petrofac Ltd.		353,702		7,417
Prudential PLC		825,078		14,162
Reed Elsevier PLCB		669,702		7,823
Rexam PLCA		2,707,839		21,725
Rio Tinto PLC		225,363		10,218
Rolls Royce Holdings PLCA		66,411,996		103
Rolls-Royce Holdings PLC		558,084		9,796
Royal Dutch Shell PLC, Class B		256,246		8,968
Royal Dutch Shell PLC, Class A		876,333		29,839
Standard Chartered PLC		659,340		16,561
Taylor Wimpey PLC		3,368,882		4,867
Tesco PLC		4,408,717		25,075
Unilever PLC		475,787		20,590
Vodafone Group PLC		8,139,006		24,805
Total United Kingdom				372,509
SHORT-TERM INVESTMENTS—8.67%
American Beacon U.S. Government Money Market Select Fund, Select ClassG		10,000,000		10,000
JPMorgan U.S. Government Money Market Fund, Capital Class		154,910,921		154,911
Total Short-Term Investments (Cost $164,911)				164,911
SECURITIES LENDING COLLATERAL—7.82%
DWS Government and Agency Securities Portfolio, Institutional Class		24,935,997		24,936
American Beacon U.S. Government Money Market Select Fund, Select ClassG		123,727,338		123,727
Total Securities Lending Collateral     (Cost $148,663)				148,663
TOTAL INVESTMENTS—106.35% (Cost $1,733,444)				2,022,061
LIABILITIES, NET OF OTHER ASSETS—(6.35%)				(120,685	)
TOTAL NET ASSETS—100.00%			$	1,901,376

Percentages are stated as a percent of net assets.

^A Non-income producing security.

^B  All or a portion of this security is on loan at April 30, 2013.

^C  REIT—Real Estate Investment Trust.

^D Private Placement.

^E  ADR—American Depositary Receipt.

^F  GDR—Global Depositary Receipt.

^G  The Fund is affiliated by having the same investment advisor.

See accompanying notes

15

American Beacon International Equity Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

Futures Contracts Open on April 30, 2013 (000’s):

Description	Type		Number of Contracts		Expiration Date		Contract Value		Unrealized Appreciation (Depreciation)
Australia ASX SPI 200 Index Futures		Long		126		June, 2013	$	16,899	$	640
Canada S&P TSX 60 Index Futures		Long		132		June, 2013		18,614		373
France CAC 40 Index Futures		Long		346		June, 2013		17,216		803
Germany DAX 30 Index Futures		Long		59		June, 2013		15,642		746
Hong Kong Hang Seng Index Futures		Long		39		May, 2013		5,680		147
Italy FTSE MIB Index Futures		Long		35		June, 2013		3,820		199
Netherlands AEX Index Futures		Long		48		May, 2013		4,398		132
Spain IBEX 35 Index Futures		Long		48		May, 2013		5,326		253
Sweden OMX S30 Double Long Index Futures		Long		315		May, 2013		5,834		307
Tokyo TOPIX Index Futures		Long		339		June, 2013		40,613		1,357
UK FTSE 100 Index Futures		Long		399		June, 2013		39,404		660
							$	173,446	$	5,617

Foreign Currency Contracts Open on April 30, 2013:

Type	Currency		Principal Amount Covered by Contract		Settlement Date		Counterparty		Unrealized Appreciation		Unrealized (Depreciation)			Net Unrealized Appreciation (Depreciation)
Sell		AUD		5,439,739		6/6/2013		BNP	$	—	$	(45,630	)	$	(45,630	)
Buy		AUD		1,224,226		6/6/2013		SCB		—		(19,758	)		(19,758	)
Buy		AUD		2,238,554		6/6/2013		BOA		17,741		—			17,741
Buy		AUD		6,263,816		6/6/2013		BOA		60,424		—			60,424
Buy		AUD		8,435,162		6/6/2013		CBK		82,912		—			82,912
Sell		CAD		6,153,057		6/6/2013		RYL		—		(106,751	)		(106,751	)
Buy		CAD		1,263,539		6/6/2013		BOA		4,596		—			4,596
Buy		CAD		2,504,266		6/6/2013		BOA		45,434		—			45,434
Buy		CAD		8,213,994		6/6/2013		BNP		170,718		—			170,718
Buy		CAD		9,609,440		6/6/2013		CBK		175,166		—			175,166
Sell		CHF		5,117,805		6/6/2013		BRC		—		(91,124	)		(91,124	)
Buy		CHF		1,760,086		6/6/2013		BOA		978		—			978
Buy		CHF		1,948,359		6/6/2013		BOA		6,470		—			6,470
Buy		CHF		8,474,449		6/6/2013		BRC		38,255		—			38,255
Buy		CHF		7,603,012		6/6/2013		UAG		178,133		—			178,133
Sell		EUR		15,495,982		6/6/2013		SCB		—		(176,513	)		(176,513	)
Buy		EUR		3,698,803		6/6/2013		DUB		15,734		—			15,734
Buy		EUR		6,005,286		6/6/2013		BOA		48,660		—			48,660
Buy		EUR		22,975,256		6/6/2013		DUB		179,783		—			179,783
Buy		EUR		17,606,196		6/6/2013		BRC		276,656		—			276,656
Sell		GBP		13,490,849		6/6/2013		BNP		—		(227,581	)		(227,581	)
Buy		GBP		2,689,784		6/6/2013		CBK		24,508		—			24,508
Buy		GBP		5,340,743		6/6/2013		BRC		105,261		—			105,261
Buy		GBP		20,353,527		6/6/2013		BOA		323,691		—			323,691
Buy		GBP		15,918,177		6/6/2013		CBK		627,822		—			627,822
Sell		JPY		13,312,932		6/6/2013		BRC		—		(265,875	)		(265,875	)
Buy		JPY		11,811,364		6/6/2013		CBK		—		(178,711	)		(178,711	)
Buy		JPY		2,559,087		6/6/2013		BRC		61,262		—			61,262
Buy		JPY		5,433,731		6/6/2013		SCB		112,023		—			112,023
Buy		JPY		20,674,357		6/6/2013		BOA		384,330		—			384,330
Sell		SEK		1,927,975		6/7/2013		CBK		—		(41,908	)		(41,908	)
Buy		SEK		2,228,002		6/7/2013		GLM		—		(17,186	)		(17,186	)
Buy		SEK		372,182		6/7/2013		BOA		—		(7,546	)		(7,546	)
Buy		SEK		766,256		6/7/2013		CBK		7,518		—			7,518
Buy		SEK		2,901,807		6/7/2013		BOA		21,838		—			21,838
									$	2,969,913	$	(1,178,583	)	$	1,791,330

See accompanying notes

16

American Beacon International Equity Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

Glossary:

Counterparty Abbreviations:
BOA	Bank of America, N.A.	DUB	Deutsche Bank, AG	UAG	UBS, AG
BNP	BNP Paribas	GLM	Goldman Sachs, N.A.
BRC	Barclays Bank, PLC	RYL	Royal Bank of Scotland
CBK	Citibank, N.A.	SCB	Standard Charter Bank
Currency Abbreviations:
AUD	Australian Dollar	EUR	Euro	JPY	Japanese Yen
CAD	Canadian Dollar	GBP	British Pound	SEK	Swedish Krona
CHF	Swiss Franc

Exchange Abbreviations:
ASX	Australian Securities Exchange
CAC	France Stock Exchange
OMX	Stock Exchange in Nordic and Baltic Europe
TSX	Toronto Stock Exchange

Index Abbreviations:
AEX	Amsterdam Exchange Index
DAX	Deutscher Aktien Index
FTSE MIB	Benchmark for Italian Equity Market
IBEX	Stock Market Index of Bolsa de Madrid
TOPIX	Tokyo Stock Price Index

See accompanying notes

17

American Beacon Funds^SM

Statements of Assets and Liabilities

April 30, 2013 (Unaudited) (in thousands, except share and per share amounts)

	Emerging Markets Fund			International Equity Fund
Assets:
Investments in unaffiliated securities, at fair value A D	$	121,993		$	1,888,334
Investments in affiliated securities, at fair value B		—			133,727
Foreign currency, at fair value C		276			779
Foreign currency deposits with brokers, at fair value E		—			21,376
Deposit with brokers for futures contracts		238			29
Receivable for investments sold		513			3,575
Receivable for variation margin on open futures contracts		90			5,616
Dividends and interest receivable		337			10,393
Receivable for fund shares sold		171			2,962
Receivable for tax reclaims		4			2,108
Receivable for expense reimbursement (Note 2)		4			2
Unrealized appreciation from foreign currency contracts		1			2,970
Prepaid expenses		54			53
Total assets		123,681			2,071,924
Liabilities:
Payable for investments purchased		796			17,721
Payable upon return of securities loaned		—			148,663
Payable for fund shares redeemed		6			710
Management and investment advisory fees payable		292			1,469
Administrative service and service fees payable		10			496
Transfer agent fees payable		6			98
Custody and fund accounting fees payable		2			47
Professional fees payable		—			20
Trustee fees payable		3			19
Payable for prospectus and shareholder reports		16			111
Unrealized depreciation from foreign currency contracts		—			1,179
Other liabilities		27			15
Total liabilities		1,158			170,548
Net Assets	$	122,523		$	1,901,376
Analysis of Net Assets:
Paid-in-capital		126,256			1,786,622
Undistributed net investment income		25			14,821
Accumulated net realized (loss)		(4,910	)		(195,480	)
Unrealized appreciation of investments, foreign currency contracts, and futures contracts		1,152			295,413
Net assets	$	122,523		$	1,901,376
Shares outstanding at no par value (unlimited shares authorized):
Institutional Class		702,213			41,365,512
Y Class		181,056			24,521,319
Investor Class		617,253			16,103,682
Advisor Class		N/A			123,782
Retirement Class		N/A			32,932
A Class		60,616			160,256
C Class		4,097			47,639
AMR Class		8,636,319			24,175,528
Net assets (not in thousands):
Institutional Class	$	8,384,931		$	732,770,975
Y Class	$	2,175,604		$	450,658,082
Investor Class	$	7,252,099		$	282,714,022
Advisor Class	$	N/A		$	2,230,057
Retirement Class	$	N/A		$	621,642
A Class	$	710,897		$	2,824,442
C Class	$	47,938		$	823,745
AMR Class	$	103,951,740		$	428,733,402

See accompanying notes

18

American Beacon Funds^SM

Statements of Assets and Liabilities

April 30, 2013 (Unaudited) (in thousands, except share and per share amounts)

	Emerging Markets Fund		International Equity Fund
Net asset value, offering and redemption price per share:
Institutional Class	$	11 .94	$	17 .71
Y Class	$	12 .02	$	18 .38
Investor Class	$	11 .75	$	17 .56
Advisor Class		N/A	$	18 .02
Retirement Class		N/A	$	18 .88
A Class	$	11 .73	$	17 .62
A Class (offering price)	$	12 .45	$	18 .71
C Class	$	11 .70	$	17 .29
AMR Class	$	12 .04	$	17 .73
A Cost of investments in unaffiliated securities	$	121,016	$	1,599,717
B Cost of investments in affiliated securities	$	—	$	133,727
C Cost of foreign currency	$	273	$	773
D Fair value of securities on loan	$	—	$	141,527
E Cost of foreign currency deposits with brokers	$	—	$	22,151

See accompanying notes

19

American Beacon Funds^SM

Statements of Operations

For the Six Months Ended April 30, 2013 (Unaudited) (in thousands)

	Emerging Markets Fund			International Equity Fund
Investment Income:
Dividend income from unaffiliated securities (net of foreign taxes) A	$	919		$	24,976
Dividend income from affiliated securities		—			3
Interest income		1			55
Income derived from securities lending, net		—			260
Total investment income		920			25,294
Expenses:
Management and investment advisory fees (Note 2)		481			2,341
Administrative service fees (Note 2):
Institutional Class		13			1,001
Y Class		3			102
Investor Class		12			664
Advisor Class		—			4
Retirement Class		—			1
A Class		1			4
C Class		—			1
AMR Class		24			98
Transfer agent fees:
Institutional Class		—			180
Y Class		—			1
Investor Class		2			72
AMR Class		3			8
Custody and fund accounting fees		198			199
Professional fees		28			46
Registration fees and expenses		28			74
Service fees (Note 2):
Y Class		1			34
Investor Class		10			712
Advisor Class		—			3
A Class		1			2
Distribution fees (Note 2):
Advisor Class		—			3
Retirement Class		—			1
A Class		1			2
C Class		—			3
Prospectus and shareholder report expenses		13			87
Trustee fees		5			53
Other expenses		14			60
Total expenses		838			5,756
Net fees waived and expenses reimbursed (Note 2)		(22	)		(65	)
Net expenses		816			5,691
Net investment income		104			19,603
Realized and unrealized gain (loss) from investments:
Net realized gain (loss) from:
Investments		1,747			20,326
Commission recapture (Note 3)		—			32
Foreign currency transactions		(631	)		(1,223	)
Futures contracts		529			13,417
Change in net unrealized appreciation or (depreciation) of:
Investments		4,860			178,610
Foreign currency transactions		400			(34,301	)
Futures contracts		202			5,904
Net gain from investments		7,107			182,765
Net increase in net assets resulting from operations	$	7,211		$	202,368
A Foreign taxes	$	120		$	1,756

See accompanying notes

20

American Beacon Funds^SM

Statements of Changes in Net Assets (in thousands)

	Emerging Markets Fund						International Equity Fund
	Six Months Ended April 30, 2013			Year Ended October  31, 2012			Six Months Ended April  30, 2013			Year Ended October 31, 2012
	(unaudited)						(unaudited)
Increase (Decrease) in Net Assets:
Operations:
Net investment income	$	104		$	1,410		$	19,603		$	37,716
Net realized gain (loss) from investments, futures contracts, and foreign currency transactions		1,645			(635	)		32,552			(69,509	)
Change in net unrealized appreciation or (depreciation) from investments, futures contracts, and foreign currency transactions		5,462			2,709			150,213			152,378
Net increase in net assets resulting from operations		7,211			3,484			202,368			120,585
Distributions to Shareholders:
Net investment income:
Institutional Class		(92	)		(105	)		(16,101	)		(18,420	)
Y Class		(21	)		(62	)		(55	)		(32	)
Investor Class		(55	)		(71	)		(10,473	)		(12,396	)
Advisor Class		—			—			(106	)		(28	)
A Class		(5	)		(4	)		(40	)		(13	)
C Class		—			—			(5	)		(3	)
AMR Class		(1,078	)		(1,312	)		(10,213	)		(14,493	)
Net realized gain from investments:
Institutional Class		—			(905	)		—			—
Y Class		—			(572	)		—			—
Investor Class		—			(1,012	)		—			—
A Class		—			(46	)		—			—
C Class		—			(1	)		—			—
AMR Class		—			(12,236	)		—			—
Net distributions to shareholders		(1,251	)		(16,326	)		(36,993	)		(45,385	)
Capital Share Transactions:
Proceeds from sales of shares		18,671			37,709			711,825			408,688
Reinvestment of dividends and distributions		1,246			16,254			34,358			42,922
Cost of shares redeemed		(25,935	)		(55,746	)		(463,225	)		(363,018	)
Redemption fees		8			14			117			23
Net increase (decrease) in net assets from capital share transactions		(6,010	)		(1,769	)		283,075			88,615
Net increase (decrease) in net assets		(50	)		(14,611	)		448,450			163,815
Net Assets:
Beginning of period		122,573			137,184			1,452,926			1,289,111
End of Period *	$	122,523		$	122,573		$	1,901,376		$	1,452,926
*Includes undistributed net investment income (loss) of	$	25		$	1,040		$	14,821		$	37,686

See accompanying notes

21

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

1. Organization and Significant Accounting Policies

American Beacon Funds (the “Trust”), which is comprised of twenty-four Funds, is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, (the “Act”) as a diversified, open-end management investment company. These financial statements and notes to the financial statements relate to the American Beacon Emerging Markets and International Equity Funds (the “Funds”), each a series of the Trust.

American Beacon Advisors, Inc. (the “Manager”) is a wholly-owned subsidiary of Lighthouse Holdings, Inc. and was organized in 1986 to provide business management, advisory, administrative and asset management consulting services to the Trust and other investors.

Class Disclosure

The Funds have multiple classes of shares designed to meet the needs of different groups of investors. The following table sets forth the differences amongst the classes:

Class:	Offered to:
Institutional Class	Investors making an initial investment of $250,000
Y Class	Investors making an initial investment of $100,000
Investor Class	General public and investors investing through an intermediary
Advisor Class	Investors investing through an intermediary
Retirement Class	Investors investing through an intermediary
A Class	General public and investors investing through an intermediary with applicable sales charges
C Class	General public and investors investing through an intermediary with applicable sales charges
AMR Class	Investors in the tax-exempt retirement and benefit plans of the Manager, AMR Corporation, and its affiliates

Each class offered by the Trust has equal rights as to assets and voting privileges. Income and non-class specific expenses are allocated daily to each class on the basis of the relative net assets. Realized and unrealized capital gains and losses of each class are allocated daily based on the relative net assets of each class of the respective Fund. Class specific expenses, where applicable, currently include administrative service fees, service fees, and distribution fees and vary amongst the classes as described more fully in Note 2.

New Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-11 Disclosures About Offsetting Assets and Liabilities. The amendments in this ASU require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The ASU is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The guidance requires retrospective application for all comparative periods presented. Management is currently evaluating the impact ASU 2011-11 will have on the financial statement disclosures.

2. Transactions with Affiliates

Management Agreement

The Trust and the Manager are parties to a Management Agreement that obligates the Manager to provide or oversee the provision of all investment advisory, fund management, and securities lending services. Investment assets of the Funds are managed by multiple investment advisors which have entered into separate investment advisory agreements with the Manager. As compensation for performing the duties required under the Management Agreement, the Manager receives from the Funds an annualized fee equal to 0.05% of the average daily net assets plus amounts paid by the Manager to the unaffiliated investment advisors hired by the Manager to direct investment activities of the Funds. Management fees paid during the six months ended April 30, 2013 were as follows (in thousands):

	Management Fee Rate			Management Fee		Amounts paid to Investment Advisors		Net Amounts Retained by Manager
Emerging Markets		0.83	%	$	481	$	452	$	29
International Equity		0.30	%		2,341		1,916		425

22

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

As compensation for services provided by the Manager in connection with securities lending activities, the lending Fund pays to the Manager, with respect to cash collateral posted by borrowers, a fee up to 25% of the net monthly interest income (the gross interest income earned by the investment of cash collateral, less the amount paid to borrowers and related expenses) from such activities and, with respect to loan fees paid by borrowers when a borrower posts collateral other than cash, a fee up to 25% of such loan fees. This fee is included in income derived from securities lending and Management and investment advisory fees on the Statements of Operations. During the six months ended April 30, 2013 securities lending fees paid to the Manager on behalf of the International Equity Fund were $75,724.

Administrative Services Agreement

The Manager and the Trust entered into an Administrative Services Agreement which obligates the Manager to provide or oversee administrative services to the Funds. As compensation for performing the duties required under the Administrative Services Agreement, the Manager receives an annualized fee of 0.40% of the average daily net assets of the A and C Classes, 0.30% of the average daily net assets of the Institutional, Y, Investor, Advisor, and Retirement Classes of the Funds and 0.05% of the average daily net assets of the AMR Class of the Funds.

Distribution Plans

The Funds, except for the Advisor, Retirement, A and C Classes of the Funds, have adopted a “defensive” Distribution Plan (the “Plan”) in accordance with Rule 12b-1 under the Act, pursuant to which no separate fees will be charged to the Funds for distribution purposes. However, the Plan authorizes the management and administrative service fees received by the Manager and the investment advisors hired by the Manager to be used for distribution purposes. Under this Plan, the Funds do not intend to compensate the Manager or any other party, either directly or indirectly, for the distribution of Funds shares.

Separate Distribution Plans (the “Distribution Plans”) have been adopted pursuant to Rule 12b-1 under the Act for the Advisor and Retirement Classes of the Funds. Under the Distribution Plans, as compensation for distribution assistance, the Manager receives an annual fee of 0.25% of the average daily net assets of the Advisor and A Classes, 0.50% of the average daily net assets of the Retirement Class and 1.00% of the average daily net assets of the C Class. The fee will be payable without regard to whether the amount of the fee is more or less than the actual expenses incurred in a particular month by the Manager for distribution assistance.

Service Plans

The Manager and the Trust entered into Service Plans that obligate the Manager to oversee additional shareholder servicing of the Y, Investor, Advisor and Retirement Classes. As compensation for performing the duties required under the Service Plans, the Manager receives 0.10% of the average daily net assets of the Y Class, 0.15% of the average daily net assets of the A and C Classes, 0.25% of the average daily net assets of the Advisor and Retirement Classes and up to 0.375% of the average daily net assets of the Investor Class of the Funds. Service fees for the Retirement and C Classes for the six months ended April 30, 2013 were less than $500.

23

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

Investment in Affiliated Funds

The Funds may invest in the American Beacon Money Market Select Fund (the “MM Select Fund”) and the American Beacon U.S. Government Money Market Select Fund (the “USG Select Fund”) (collectively the “Select Funds”). Cash collateral received by the Funds in connection with securities lending may be invested in the Select Funds. The Funds and the Select Funds have the same investment advisor and therefore, are considered to be affiliated. The Manager serves as investment advisor to the Select Funds and receives from the Select Funds an annualized management fee of 0.09% of the average daily net assets of the Select Funds. During the six months ended April 30, 2013, fees earned by the Manager from the Select Funds were as follows:

	Direct Investments in Select Funds		Securities Lending Collateral Invested in Select Funds		Total
International Equity	$	4,763	$	9,665	$	14,429

Interfund Lending Program

Pursuant to an exemptive order by the Securities and Exchange Commission (the “SEC”), the Funds, along with other registered investment companies having management contracts with the Manager, may participate in an interfund lending program. This program provides an alternative credit facility allowing the Funds to borrow from other participating Funds. The Funds did not utilize the credit facility during the period.

Expense Reimbursement Plan

The Manager voluntarily and contractually agreed to reimburse the Funds to the extent that total annual operating expenses exceeded the Fund’s expense cap. For the six months ended April 30, 2013, the Manager reimbursed expenses as follows:

		Expense Caps
Fund	Class	11/1/12 to 2/28/13			3/1/13 to 4/30/13			Reimbursed Expenses		Expiration of Reimbursements
Emerging Markets	Institutional		1.35	%		1.35	%	$	11,934		2016
Emerging Markets	Y		1.45	%		1.45	%		2,826		2016
Emerging Markets	Investor		1.79	%		1.79	%		5,455		2016
Emerging Markets	A		1.79	%		1.79	%		1,252		2016
Emerging Markets	C		2.54	%		2.54	%		63		2016
International Equity	Institutional*		0.72	%*		0.70	%*		65,232		2016
International Equity	Advisor		N/A			1.24	%		—		2016
International Equity	Retirement		1.47	%		1.47	%		—		2016
International Equity	A		1.25	%		1.25	%		—		2016
International Equity	C		1.99	%		1.99	%		—		2016

* Voluntary Reimbursement

Of these amounts, $3,442 and $1,790 was receivable from the Manager to the Emerging Markets and International Equity Funds, respectively at April 30, 2013. The Funds have adopted an Expense Reimbursement Plan whereby the Manager may seek repayment of fees waived or expenses reimbursed for a period of up to three years. However, reimbursement will occur only if the Class’ average net assets have grown or expenses have declined sufficiently to allow reimbursement without causing its expense ratio to exceed the previously agreed upon contractual expense limit. The reimbursed expenses listed above will expire in 2016. The carryover of excess expenses potentially reimbursable to the Manager are as follows:

Fund	Recovered Expenses		Excess Expense Carryover		Expiration of Reimbursed  Expenses
Emerging Markets	$	—	$	27,613		2013
Emerging Markets		—		67,581		2014
Emerging Markets		—		28,833		2015
International Equity		888		2,475		2014
International Equity		—		19,491		2015

24

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

Of the above amounts, $1,208 expired in the six-months ended April 30, 2013 for the Emerging Markets Fund. The Manager began seeking recoupment from the Retirement, A, and C Classes of the International Equity Fund for the period ended April 30, 2013. The other Funds have not recorded a liability for potential reimbursements, due to the current assessment that a reimbursement is unlikely.

Sales Commissions

The Funds’ distributor, Foreside Fund Services, LLC (“Foreside”) may receive a portion of A Class sales charges from broker dealers and it may be used to offset distribution related expenses. During the six months ended April 30, 2013, Foreside collected $348 and $2,989 for the Emerging Markets and International Equity Funds, respectively from the sale of Class A shares.

A contingent deferred sales charge (“CDSC”) of 1.00% will be deducted with respect to Class C Shares redeemed within 12 months of purchase, unless waived as discussed in the Prospectus. Any applicable CDSC will be 1.00% of the lesser of the original purchase price or the value of the redemption of the Class C Shares redeemed. During the six months ended April 30 2013 no CDSC fees were collected.

3. Security Valuation and Fair Value Measurements

Investments are valued at the close of the New York Stock Exchange (the “Exchange”), normally 4 p.m. ET, each day that the Exchange is open for business. Equity securities, including exchange-traded funds (“ETFs”), for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade.

Investments in open-end mutual funds are valued at the closing net asset value (“NAV”) per share of the mutual fund on the day of valuation. Investment grade short-term obligations with 60 days or less to maturity are valued using the amortized cost method, which approximates fair value.

Securities for which the market prices are not readily available or are not reflective of the fair value of the security, as determined by the Manager, will be priced at fair value following procedures approved by the Trust’s Board of Trustees (the “Board”).

Futures contracts are valued based upon their quoted daily settlement prices. Upon entering into a futures contract, a Fund is required to deposit with its futures broker, an amount of cash or U.S. Government and Agency Obligations in accordance with the initial margin requirements of the broker or exchange. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value (“variation margin”) is recorded by the Fund. Gains or losses are recognized, but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed on the Statements of Assets and Liabilities.

For valuation purposes, the last quoted prices of non-U.S. equity securities may be adjusted under the circumstances described below. If the Fund determines that developments between the close of a foreign market and the close of the Exchange will, in its judgment, materially affect the value of some or all of its portfolio securities, the Fund will adjust the previous closing prices to reflect what it believes to be the fair value of the securities as of the close of the Exchange. In deciding whether it is necessary to adjust closing prices to reflect fair value, the Fund reviews a variety of factors, including developments in foreign markets, the performance of U.S. securities markets, and the performance of instruments trading in U.S. markets that represent foreign securities and baskets of foreign securities. A Fund may also fair value securities in other situations, such as when a particular foreign market is closed, but the Fund is open. The Fund uses outside pricing services to provide it with closing prices and information to evaluate and/or adjust those prices. The Fund cannot predict how often it will use closing prices and how often it will determine it necessary to adjust those prices to reflect fair value. As a means of evaluating its security valuation process, the Fund routinely compares closing prices, the next day’s opening prices in the same markets, and adjusted prices.

25

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

Valuation Inputs

Various inputs may be used to determine the fair value of the Funds’ investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

Level 1—Quoted prices in active markets for identical securities.

Level 2—Prices determined using other significant observable inputs. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, and others.

Level 3—Prices determined using other significant unobservable inputs. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Level 1 and Level 2 trading assets and trading liabilities, at fair value

Common stocks and financial derivative instruments, such as futures contracts that are traded on a national securities exchange, are stated at the last reported sale or settlement price on the day of valuation. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized as Level 1 of the fair value hierarchy. Valuation adjustments may be applied to certain securities that are solely traded on a foreign exchange to account for the market movement between the close of the foreign market and the close of the Exchange. These securities are valued using pricing service providers that consider the correlation of the trading patterns of the foreign security to the intraday trading in the U.S. markets for investments. Securities using these valuation adjustments are categorized as Level 2 of the fair value hierarchy. Preferred securities and other equities traded on inactive markets or valued by reference to similar instruments are also categorized as Level 2 of the fair value hierarchy.

Investments in registered open-end investment management companies will be valued based upon the NAVs of such investments and are categorized as Level 1 of the fair value hierarchy. Short-term investments having a maturity of 60 days or less are generally valued at amortized cost which approximates fair value. These investments are categorized as Level 2 of the fair value hierarchy.

Over-the-counter (“OTC”) financial derivative instruments, such as foreign currency contracts, derive their value from underlying asset prices, indices, reference rates, and other inputs or a combination of these factors. These contracts are normally valued on the basis of broker dealer quotations or pricing service providers. Depending on the product and the terms of the transaction, the fair value of the financial derivative contracts can be estimated by a pricing service provider using a series of techniques, including simulation pricing models. The pricing models use inputs that are observed from actively quoted markets such as issuer details, indices, spreads, interest rates, curves, dividends, and exchange rates. Financial derivatives that use similar valuation techniques and inputs as described above are categorized as Level 2 of the fair value hierarchy.

The Funds’ investments are summarized by level based on the inputs used to determine their values. U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) also requires all transfers between any levels to be disclosed. The end of period timing recognition has been adopted for the transfers between levels of each Fund’s assets and liabilities. During the six months ended April 30, 2013, there were no transfers between levels. As of April 30, 2013, the Funds’ investments were classified as described below (in thousands):

26

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

Emerging Markets*	Level 1			Level 2		Level 3		Total
Foreign Preferred Stocks	$	4,261		$	—	$	—	$	4,261
Foreign Common Stocks		109,927			110		—		110,037
U.S. Common Stocks		801			—		—		801
Short-Term Investments—Money Markets		6,894			—		—		6,894
Total Investments in Securities	$	121,883		$	110	$	—	$	121,993
Forward Exchange Contracts—Assets	$	1		$	—	$	—	$	1
Forward Exchange Contracts—Liabilities		—			—		—		—
Futures Contracts		172			—		—		172
International Equity*	Level 1			Level 2		Level 3		Total
Foreign Common Stocks	$	1,708,487		$	—	$	—	$	1,708,487
Short-Term Investments—Money Markets		164,911			—		—		164,911
Securities Lending Collateral invested in Money Market Funds		148,663			—		—		148,663
Total Investments in Securities	$	2,022,061		$	—	$	—	$	2,022,061
Forward Exchange Contracts—Assets	$	2,970		$	—	$	—	$	2,970
Forward Exchange Contracts—Liabilities		(1,179	)		—		—		(1,179	)
Futures Contracts		5,617			—		—		5,617

* Refer to the Schedule of Investments for country information.

Security Transactions and Investment Income

Security transactions are recorded on the trade date of the security purchase or sale. The Funds may purchase securities with delivery or payment to occur at a later date. At the time the Funds enter into a commitment to purchase a security, the transaction is recorded, and the value of the security is reflected in the NAV. The value of the security may vary with market fluctuations.

Dividend income, net of foreign taxes, is recorded on the ex-dividend date, except certain dividends from foreign securities which are recorded as soon as the information is available to the Funds. Interest income is earned from settlement date, recorded on the accrual basis, and adjusted, if necessary, for accretion of discounts and amortization of premiums. For financial and tax reporting purposes, realized gains and losses are determined on the basis of specific lot identification.

Currency Translation

All assets and liabilities initially expressed in foreign currency values are converted into U.S. dollar values at the mean of the bid and ask prices of such currencies against U.S. dollars as last quoted by a recognized dealer. Income, expenses, and purchases and sales of investments are translated into U.S. dollars at the rate of exchange prevailing on the respective dates of such transactions. The effect of changes in foreign currency exchange rates on investments is separately identified from the fluctuations arising from changes in fair values of securities held and is reported with all other foreign currency gains and losses in the Funds’ Statements of Operations.

Dividends to Shareholders

Dividends from net investment income of the Funds normally will be declared and paid at least annually. Distributions, if any, of net realized capital gains are generally paid at least annually and recorded on the ex-dividend date.

27

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

Commission Recapture

The Funds have established brokerage commission recapture arrangements with certain brokers or dealers. If the Fund’s investment advisor chooses to execute a transaction through a participating broker, the broker rebates a portion of the commission back to the Fund. Any collateral benefit received through participation in the commission recapture program is directed exclusively to the Fund. This amount is reported with the net realized gain in the Fund’s Statement of Operations.

Allocation of Income, Expenses, Gains, and Losses

Income, expenses (other than those attributable to a specific class), gains, and losses are allocated daily to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimated.

Redemption Fees

The Emerging Markets Fund imposes a 2% redemption fee on shares held for less than 90 days. The fee is deducted from the redemption proceeds and is intended to offset the trading costs, market impact, and other costs associated with short-term trading activity in the Fund. The “first-in, first-out” method is used to determine the holding period. The fee is allocated to all classes of the Fund pro-rata based on their respective net assets.

Other

Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liability arising out of the performance of their duties to the Trust. In the normal course of business, the Trust enters into contracts that provide indemnification to the other party or parties against potential costs or liabilities. The Trust’s maximum exposure under these arrangements is dependent on claims that may be made in the future and, therefore, cannot be estimated. The Trust has had no prior claims or losses pursuant to any such agreement.

4. Securities and Other Investments

Restricted Securities

Certain Funds may invest in securities that are subject to legal or contractual restrictions on resale. These securities may be sold privately, but are required to be registered or exempted from such registration before being sold to the public. Private placement securities are generally considered to be restricted except for those securities traded between qualified institutional investors under the provisions of Rule 144A of the Securities Act of 1933. Disposal of restricted securities may involve time-consuming negotiations and expenses, and prompt sale at an acceptable price may be difficult to achieve. Restricted securities outstanding at the period ended April 30, 2013 are disclosed in the Notes to the Schedules of Investments.

28

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

Other Investment Company Securities and Other Exchange Traded Products

The Funds may invest in shares of other investment companies, including open-end funds, closed-end funds, business development companies, ETFs, exchange-traded notes (“ETNs”), unit investment trusts, and other investment companies of the Trust. The Funds may invest in investment company securities advised by the Manager or a sub-advisor. Investments in the securities of other investment companies may involve duplication of advisory fees and certain other expenses. By investing in another investment company, a Fund becomes a shareholder of that investment company. As a result, Fund shareholders indirectly will bear a Fund’s proportionate share of the fees and expenses paid by shareholders of the other investment company, in addition to the fees and expenses Fund shareholders directly bear in connection with the Fund’s own operations. These other fees and expenses are reflected as Acquired Fund Fees and Expenses and are included in the Fees and Expenses Table for the Fund in its Prospectus, if applicable. Investments in other investment companies may involve the payment of substantial premiums above the value of such issuer’s portfolio securities.

5. Financial Derivative Instruments

Forward Foreign Currency Contracts

The Funds may enter into forward foreign currency contracts to hedge the exchange rate risk on investment transactions or to hedge the value of the Fund’s securities denominated in foreign currencies. Forward foreign currency contracts are valued at the forward exchange rate prevailing on the day of valuation. The Funds bear the market risk that arises from changes in foreign exchange rates, and accordingly, the unrealized gain (loss) on these contracts is reflected in the accompanying financial statements. The Funds also bear the credit risk if the counterparty fails to perform under the contract.

Futures Contracts

Futures contracts are contracts to buy or sell a standard quantity of securities at a specified price on a future date. The Funds may enter into financial futures contracts as a method for keeping assets readily convertible to cash if needed to meet shareholder redemptions or for other needs while maintaining exposure to the stock or bond market, as applicable. The primary risks associated with the use of futures contracts are the possibility of illiquid markets or imperfect correlation between the values of the contracts and the underlying securities, or that the counterparty will fail to perform its obligations.

Upon entering into a futures contract, the Funds are required to set aside or deposit with a broker an amount, termed the initial margin, which typically represents a portion of the face value of the futures contract. A Fund usually reflects this amount on the Schedule of Investments as a U.S. Treasury Bill held as collateral for futures contracts or as Cash deposited with broker on the Statements of Assets and Liabilities. Payments to and from the broker, known as variation margin, are required to be made on a daily basis as the price of the futures contract fluctuates. Changes in initial settlement values are accounted for as unrealized appreciation (depreciation) until the contracts are terminated, at which time realized gains and losses are recognized. Futures contracts are valued at the most recent settlement price established each day by the exchange on which they are traded.

The following is a summary of the fair valuations of the Funds’ derivative instruments categorized by risk exposure ^(1) (3):

Emerging Markets

Fair Values of financial instruments on the Statements of Assets and Liabilities as of April 30, 2013 (000’s):

	Derivatives not accounted for as hedging instruments
	Equity contracts		Foreign exchange contracts		Total
Assets:
Unrealized appreciation of foreign currency contracts	$	—	$	1	$	1
Receivable for variation margin from open futures contracts(2)		90		—		90
	$	90	$	1	$	91

29

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

The effect of financial derivative instruments on the Statements of Operations for the six months ended April 30, 2013 (000’s):

	Derivatives not accounted for as hedging instruments
	Equity contracts		Foreign exchange contracts		Total
Realized gain (loss) from derivatives recognized as a result from operations:
Net realized gain (loss) from futures contracts	$	529	$	—	$	529
Net realized gain (loss) from foreign currency contracts		—		13		13
	$	529	$	13	$	542
Net change in unrealized appreciation or (depreciation) of derivatives recognized as a result of operations:
Change in net unrealized appreciation or (depreciation) of futures contracts	$	202	$	—	$	202
Change in net unrealized appreciation or (depreciation) of foreign currency contracts		—		400		400
	$	202	$	400	$	602

International Equity

Fair Values of financial instruments on the Statements of Assets and Liabilities as of April 30, 2013 (000’s):

	Derivatives not accounted for as hedging instruments
	Equity contracts		Foreign exchange contracts			Total
Assets:
Unrealized appreciation of foreign currency contracts	$	—	$	2,970		$	2,970
Receivable for variation margin from open futures contracts(2)		5,616		—			5,616
	$	5,616	$	2,970		$	8,586
Liabilities:
Unrealized depreciation of foreign currency contracts	$	—	$	(1,179	)	$	(1,179	)
	$	—	$	(1,179	)	$	(1,179	)

The effect of financial derivative instruments on the Statements of Operations for the six months ended April 30, 2013 (000’s):

	Derivatives not accounted for as hedging instruments
	Equity contracts		Foreign exchange contracts			Total
Realized gain (loss) from derivatives recognized as a result from operations:
Net realized gain (loss) from futures contracts	$	13,417	$	—		$	13,417
Net realized gain (loss) from foreign currency contracts		—		5,548			5,548
	$	13,417	$	5,548		$	18,965
Net change in unrealized appreciation or (depreciation) of derivatives recognized as a result of operations:
Change in net unrealized appreciation or (depreciation) of futures contracts	$	5,904	$	—		$	5,904
Change in net unrealized appreciation or (depreciation) of foreign currency contracts		—		(34,301	)		(34,301	)
	$	5,904	$	(34,301	)	$	(28,397	)

⁽¹⁾  See Note 3 in the Notes to Financial Statements for additional information.

⁽²⁾  Includes only current day’s variation margin as reported within the Statements of Assets and Liabilities. Cumulative appreciation or (depreciation) of futures contracts is reported in the Notes to the Schedules of Investments.

⁽³⁾  The volume of derivative activity described above is reflective of the derivative activity through the current period of operations.

6. Federal Income and Excise Taxes

It is the policy of each Fund to qualify as a regulated investment company (“RIC”), by complying with all applicable provisions of Subchapter M of the Internal Revenue Code, as amended, and to make distribution of taxable income sufficient to relieve it from substantially all federal income and excise taxes. For federal income tax purposes, each Fund is treaded as a single entity for the purpose of determining such qualification.

The Funds do not have any unrecognized tax benefits in the accompanying financial statements. Each of the tax years for the periods ended October 31, 2009, 2010, 2011, and 2012 remain subject to examination by the Internal Revenue Service. If applicable, the Funds recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in “Other expenses” on the Statements of Operations.

30

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

Dividends are categorized in accordance with income tax regulations which may treat certain transactions differently than U.S. GAAP. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying financial statements.

The tax character of distributions paid were as follows (in thousands):

	Emerging Markets				International Equity
	Six Months Ended April  30, 2013		Year Ended October  31, 2012		Six Months Ended April  30, 2013		Year Ended October  31, 2012
	(unaudited)				(unaudited)
Distributions paid from:
Ordinary income*
Institutional Class	$	92	$	105	$	16,101	$	18,420
Y Class		21		62		55		32
Investor Class		55		71		10,473		12,396
Advisor Class		—		—		106		28
A Class		5		4		40		13
C Class		—		—		5		3
AMR Class		1,078		1,312		10,213		14,493
Long-term capital gains
Institutional Class		—		905		—		—
Y Class		—		572		—		—
Investor Class		—		1,012		—		—
Advisor Class		—		—		—		—
A Class		—		46		—		—
C Class		—		1		—		—
AMR Class		—		12,236		—		—
Total distributions paid	$	1,251	$	16,326	$	36,993	$	45,385

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

As of April 30, 2013, the components of distributable earnings or (deficits) on a tax basis were as follows (in thousands):

	Emerging Markets			International Equity
Cost basis of investments for federal income tax purposes	$	125,884		$	1,751,023
Unrealized appreciation		14,019			333,744
Unrealized depreciation		(17,910	)		(62,706	)
Net unrealized appreciation or (depreciation)		(3,891	)		271,038
Undistributed ordinary income		344			18,476
Undistributed long-term gain or (loss)		(361	)		(180,120	)
Other temporary differences		175			5,360
Distributable earnings or (deficits)	$	(3,733	)	$	114,754

Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. The temporary differences between financial reporting and tax-basis reporting of unrealized appreciation or (depreciation) are attributable primarily to the tax deferral of losses from wash sales, the realization for tax purposes of unrealized gain or (loss) on certain derivative instruments, the realization for tax purposes of unrealized gain or (loss) on investments in passive foreign investment companies, and Section 732 basis adjustments.

Due to inherent differences in the recognition of income, expenses and realized gains or (losses) under U.S. generally accepted accounting principles and federal income tax regulations, permanent differences between book and tax reporting have been identified and appropriately reclassified on the Statements of Assets and Liabilities.

31

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

Accordingly, the following amounts represent current year permanent differences derived from foreign currency gains/(losses) from sales of investments in passive foreign investment companies, and Section 732 basis adjustments that have been reclassified as of April 30, 2013 (in thousands):

	Emerging Markets			International Equity
Paid-in-capital	$	—		$	310
Undistributed net investment income		132			(5,475	)
Accumulated net realized gain (loss)		(132	)		5,167
Unrealized appreciation or (depreciation) of investments, futures contracts and foreign currency		—			(2	)

On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the “RIC MOD”) was enacted, which changed various technical rules governing the tax treatment of RICs. The changes are generally effective for taxable years beginning after the date of enactment. One of the more prominent changes addresses capital loss carryforwards. Under the RIC MOD, each Fund will be permitted to carry forward capital losses incurred in taxable years beginning after the date of enactment for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years, which carry an expiration date. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered all short-term as permitted under previous regulation.

Finally, the RIC MOD contains several provisions aimed at preserving the character of distributions made by a fiscal year RIC during the portion of its taxable year ending after October 31 or December 31, reducing the circumstances under which a RIC might be required to file amended Forms 1099 to restate previously reported distributions. Except for the simplification provisions related to RIC qualification, the RIC MOD is effective for taxable years beginning after December 22, 2010. The provisions related to RIC qualification are effective for taxable years for which the extended due date of the tax return is after December 22, 2010.

Losses incurred that will be carried forward under the provisions of the Act for the six months ended April 30, 2013 are as follows (in thousands):

	Loss Carryforward Character
Fund	Short-Term		Long Term		Total
Emerging Markets	$	—	$	189	$	189
International Equity		21,359		10,005		31,364

As of April 30, 2013 the capital loss carryforward positions of the Funds prior to the provisions of RIC MOD that may be applied against realized net taxable gains in each succeeding year or until their expiration dates, whichever occurs first, are as follows (in thousands):

Fund	2017
International Equity	$	143,145

For the six months ended April 30, 2013, the Funds utilized the following post-RICMOD loss carryforwards (in thousands):

	Loss Carryforward Character
Fund	Short-Term		Long-Term		Total
Emerging Markets	$	—	$	1,439	$	1,439
International Equity		11,651		33,711		45,362

32

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

7. Investment Transactions

The aggregate cost of purchases and proceeds from sales of investments, other than short-term obligations, for the six months ended April 30, 2013 were (in thousands):

	Emerging Markets		International Equity
Purchases	$	30,071	$	436,073
Sales and maturities		38,857		240,227

A summary of the Funds’ transactions in the Select Funds for the six months ended April 30, 2013 is set forth below (in thousands):

	Affiliated Fund		October 31, 2012 Shares/Fair Value		Purchases		Sales		April 30, 2013 Shares/Fair Value
International Equity-Direct		USG Select Fund	$	10,000	$	10,000	$	10,000	$	10,000
International Equity-Securities Lending		USG Select Fund		1,598		349,762		227,633		123,727

8. Securities Lending

The International Equity Fund may lend its securities to qualified financial institutions, such as certain broker-dealers, to earn additional income. The borrowers are required to secure their loans continuously with collateral in an amount at least equal to the fair value of the securities loaned, initially in an amount at least equal to 102% of the fair value of domestic securities loaned and 105% of the fair value of international securities loaned. Collateral is monitored and marked to market daily. Daily mark to market amounts are required to be paid to the borrower or received from the borrower by the end of the following business day. This one day settlement for mark to market amounts may result in the collateral being temporarily less than the value of the securities on loan or temporarily more than the required minimum collateral.

To the extent that a loan is collateralized by cash, such cash collateral shall be invested by the securities lending agent (the “Agent”) in money market mutual funds, and other short-term investments, provided the investments meet certain quality and diversification requirements. Securities purchased with cash collateral proceeds are listed in the Fund’s Schedule of Investments and the collateral is shown on the Statements of Assets and Liabilities as a payable.

Securities lending income is generated from the demand premium (if any) paid by the borrower to borrow a specific security and from the return on investment of cash collateral, reduced by negotiated rebate fees paid to the borrower and transaction costs. To the extent that a loan is secured by non-cash collateral, securities lending income is generated as a demand premium reduced by transaction costs. The Fund, the Agent, and the Manager retained 80%, 10% and 10%, respectively, of the income generated from securities lending.

While securities are on loan, the Fund continues to receive certain income associated with that security and any gain or loss in the market price that may occur during the term of the loan. In the case of domestic equities, the value of any dividend is received in the form of a substitute payment approximately equal to the dividend. In the case of foreign securities, a negotiated amount is received that is less than the actual dividend, but higher than the dividend amount minus the foreign tax that the Fund would be subject to on the dividend.

Securities lending transactions pose certain risks to the Fund, including that the borrower may not provide additional collateral when required or return the securities when due, that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower, that non-cash collateral may be subject to legal constraints in the event of a borrower bankruptcy, and that the cash collateral investments could become illiquid and unable to be used to return collateral to the borrower. The Fund could also experience delays and costs in gaining access to the collateral. The Fund bears the risk of any deficiency in the amount of the cash collateral available for return to the borrower and any action which impairs its ability to liquidate non-cash collateral to satisfy a borrower default.

33

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

At April 30, 2013, the value of outstanding securities on loan and the value of collateral was as follows (in thousands):

Fair Value of Securities on Loan	Non-Cash Collateral		Cash Collateral Posted by  Borrower
$ 141,527	$	—	$	148,663

Cash collateral is listed in the Funds’ Schedules of Investments and is shown on Statements of Assets and Liabilities. Income earned on these investments is included in Income derived from securities lending in the Statements of Operations.

Non-cash collateral received by the Funds may not be sold or re-pledged except to satisfy a borrower default. Therefore, non-cash collateral is not included on the Funds’ Schedules of Investments or Statements of Assets and Liabilities.

9. Capital Share Transactions

The tables below summarize the activity in capital shares for each Class of the Fund (dollars and shares in thousands):

For the Six Months ended April 30, 2013

	Institutional Class						Y Class						Investor Class
Emerging Markets Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		11		$	131			40		$	476			64		$	754
Reinvestment of dividends		8			92			2			20			5			54
Shares redeemed		(45	)		(521	)*		(22	)		(261	)*		(209	)		(2,416	)*
Net increase (decrease) in shares outstanding		(26	)	$	(298	)		20		$	235			(140	)	$	(1,608	)

	A Class						C Class					AMR Class
Emerging Markets Fund	Shares			Amount			Shares		Amount			Shares			Amount
Shares sold		5		$	54			4	$	43			1,440		$	17,213
Reinvestment of dividends		—			2			—		—			90			1,078
Shares redeemed		(6	)		(65	)*		—		—	*		(1,931	)		(22,664	)*
Net increase (decrease) in shares outstanding		(1	)	$	(9	)		4	$	43			(401	)	$	(4,373	)

	Institutional Class						Y Class						Investor Class						Advisor Class
International Equity Fund	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		7,229		$	121,340			24,685		$	436,197			5,055		$	84,096			219		$	3,711
Reinvestment of dividends		811			13,572			3			42			625			10,387			6			106
Shares redeemed		(4,581	)		(76,976	)*		(257	)		(4,556	)*		(18,103	)		(306,696	)*		(187	)		(3,214	)*
Net increase (decrease) in shares outstanding		3,459		$	57,936			24,431		$	431,683			(12,423	)	$	(212,213	)		38		$	603

	Retirement Class						A Class						C Class						AMR Class
International Equity Fund	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		32		$	576			91		$	1,526			45		$	732			3,774		$	63,647
Reinvestment of dividends		—			—			2			33			—			5			610			10,213
Shares redeemed		(2	)		(35	)*		(11	)		(174	)*		(5	)		(76	)*		(4,282	)		(71,381	)*
Net increase in shares outstanding		30		$	541			82		$	1,385			40		$	661			102		$	2,479

34

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

For the Year Ended October 31, 2012

	Institutional Class						Y Class						Investor Class
Emerging Markets Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		10		$	113			115		$	1,324			124		$	1,394
Reinvestment of dividends		98			1,005			60			626			102			1,034
Shares redeemed		(52	)		(595	)*		(429	)		(4,960	)*		(195	)		(2,136	)*
Net increase (decrease) in shares outstanding		56		$	523			(254	)	$	(3,010	)		31		$	292

	A Class						C Class						AMR Class
Emerging Markets Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		33		$	356			1		$	4			2,982		$	34,518
Reinvestment of dividends		4			40			—			1			1,304			13,548
Shares redeemed		(10	)		(110	)*		(1	)		(7	)*		(4,187	)		(47,924	)*
Net increase (decrease) in shares outstanding		27		$	286			—		$	(2	)		99		$	142

	Institutional Class						Y Class						Investor Class						Advisor Class
International Equity Fund	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		12,127		$	182,817			53		$	806			10,041		$	149,389			31		$	479
Reinvestment of dividends		1,161			16,128			2			32			886			12,231			2			28
Shares redeemed		(8,916	)		(134,295	)*		(10	)		(150	)*		(7,985	)		(118,633	)*		(13	)		(195	)*
Net increase in shares outstanding		4,372		$	64,650			45		$	688			2,942		$	42,987			20		$	312

	Retirement Class					A Class						C Class					AMR Class
International Equity Fund	Shares		Amount			Shares			Amount			Shares		Amount			Shares			Amount
Shares sold		3	$	52			60		$	920			2	$	36			4,926		$	74,189
Reinvestment of dividends		—		—			—			7			—		3			1,043			14,493
Shares redeemed		—		(2	)*		(12	)		(182	)*		—		(4	)*		(7,254	)		(109,534	)*
Net increase (decrease) in shares outstanding		3	$	50			48		$	745			2	$	35			(1,285	)	$	(20,852	)

* Net of Redemption Fees

35

American Beacon Emerging Markets Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Institutional Class
	Six Months Ended April 30,			Year Ended October 31,
	2013			2012			2011A			2010			2009			2008
	(unaudited)
Net asset value, beginning of period	$	11.33		$	12.67		$	14.55		$	11.95		$	9.00		$	24.20
Income from investment operations:
Net investment income (loss)		0.02			0.12			0.16			0.13			0.05			0.23
Net gains (losses) from investments (both realized and unrealized)		0.72			0.11			(1.91	)		2.63			4.42			(11.78	)
Total income (loss) from investment operations		0.74			0.23			(1.75	)		2.76			4.47			(11.55	)
Less distributions:
Dividends from net investment income		(0.13	)		(0.16	)		(0.13	)		(0.16	)		(0.21	)		(0.10	)
Distributions from net realized gains on securities		—			(1.41	)		—			—			(1.31	)		(3.55	)
Total distributions		(0.13	)		(1.57	)		(0.13	)		(0.16	)		(1.52	)		(3.65	)
Redemption fees added to beneficial interests		0.00	B		0.00	B		0.00	B		0.00	B		—			—
Net asset value, end of period	$	11.94		$	11.33		$	12.67		$	14.55		$	11.95		$	9.00
Total return C,D		6.52	%E		3.05	%		(12.18	)%		23.36	%		60.56	%		(55.59	)%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	8,385		$	8,256		$	8,523		$	9,023		$	9,494		$	5,478
Ratios to average net assets:
Expenses, before reimbursements		1.63	%F		1.50	%		1.55	%		1.58	%		1.66	%		1.38	%
Expenses, net of reimbursements		1.35	%F		1.33	%		1.24	%		1.39	%		1.66	%		1.38	%
Net investment income (loss), before reimbursements		(0.05	)%F		0.87	%		0.99	%		0.58	%		0.95	%		1.35	%
Net investment income (loss), net of reimbursements		0.23	%F		1.04	%		1.30	%		0.77	%		0.95	%		1.35	%
Portfolio turnover rate		27	%E		44	%		101	%		64	%		70	%		82	%

^A  Brandes Investment Partners, LP was added as an investment manager to the Emerging Markets Fund on December 31, 2010.

^B  Amounts represent less than $0.01 per share.

^C  May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^D  Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable.

^E  Not annualized.

^F  Annualized.

^G  Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

36

American Beacon Emerging Markets Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

Y Class												Investor Class																		A Class
Six Months Ended April 30,			Year Ended October 31,						March 1 to Oct. 31,			Six Months Ended April 30,			Year Ended October 31,															Six Months Ended April 30,			Year Ended October 31,						May 17 to Oct. 31,
2013			2012			2011A			2010			2013			2012			2011A			2010			2009			2008			2013			2012			2011A			2010
(unaudited)												(unaudited)																		(unaudited)
$	11.41		$	12.75		$	14.53		$	12.29		$	11.13		$	12.44		$	14.29		$	11.77		$	8.85		$	23.91		$	11.11		$	12.47		$	14.27		$	12.10
	0.01			0.06			0.13			0.04			(0.02	)		0.08			0.13			0.04			0.04			0.17			(0.01	)		0.10			0.06			0.02
	0.73			0.16			(1.91	)		2.20			0.72			0.12			(1.93	)		2.63			4.35			(11.60	)		0.71			0.09			(1.85	)		2.15
	0.74			0.22			(1.78	)		2.24			0.70			0.20			(1.80	)		2.67			4.39			(11.43	)		0.70			0.19			(1.79	)		2.17
	(0.13	)		(0.15	)		—			—			(0.08	)		(0.10	)		(0.05	)		(0.15	)		(0.16	)		(0.08	)		(0.08	)		(0.14	)		(0.01	)		—
	—			(1.41	)		—			—			—			(1.41	)		—			—			(1.31	)		(3.55	)		—			(1.41	)		—			—
	(0.13	)		(1.56	)		—			—			(0.08	)		(1.51	)		(0.05	)		(0.15	)		(1.47	)		(3.63	)		(0.08	)		(1.55	)		(0.01	)		—
	0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		—			—			0.00	B		0.00	B		0.00	B		0.00	B
$	12.02		$	11.41		$	12.75		$	14.53		$	11.75		$	11.13		$	12.44		$	14.29		$	11.77		$	8.85		$	11.73		$	11.11		$	12.47		$	14.27
	6.45	%E		2.91	%		(12.25	)%		18.23	%E		6.26	%E		2.72	%		(12.65	)%		22.85	%		60.24	%		(55.75	)%		6.31	%E		2.64	%		(12.58	)%		17.93	%E
$	2,176		$	1,837		$	5,296		$	13		$	7,252		$	8,427		$	9,030		$	12,478		$	10,208		$	5,183		$	711		$	685		$	433		$	2
	1.74	%F		1.72	%		1.68	%		1.82	%F		1.92	%F		1.84	%		1.84	%		1.86	%		1.96	%		1.72	%		2.15	%F		2.01	%		2.97	%		2.26	%F
	1.45	%F		1.44	%		1.33	%		1.42	%F		1.79	%F		1.75	%		1.70	%		1.77	%		1.96	%		1.72	%		1.79	%F		1.78	%		1.46	%		1.78	%F
	(0.13	)%F		(0.05	)%		0.99	%		0.40	%F		(0.38	)%F		0.56	%		0.77	%		0.29	%		0.65	%		1.00	%		(0.56	)%F		0.46	%		(0.10	)%		(0.10	)%F
	0.17	%F		0.23	%		1.35	%		0.79	%F		(0.24	)%F		0.65	%		0.91	%		0.37	%		0.65	%		1.00	%		(0.19	)%F		0.69	%		1.41	%		0.39	%F
	27	%E		44	%		101	%		64	%G		27	%E		44	%		101	%		64	%		70	%		82	%		27	%E		44	%		101	%		64	%G

37

American Beacon Emerging Markets Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	C Class												AMR Class
	Six Months Ended April 30,			Year Ended October 31,						Sept. 1 to Oct. 31,			Six Months Ended April 30,			Year Ended October 31,
	2013			2012			2011A			2010			2013			2012			2011A			2010			2009			2008
	(unaudited)												(unaudited)
Net asset value, beginning of period	$	11.05		$	12.38		$	14.26		$	12.89		$	11.44		$	12.74		$	14.62		$	12.02		$	9.06		$	24.37
Income from investment operations:
Net investment income (loss)		(0.07	)		0.03			0.09			(0.02	)		0.04			0.14			0.18			0.11			0.09			0.33
Net gains (losses) from investments (both realized and unrealized)		0.72			0.07			(1.97	)		1.39			0.70			0.12			(1.97	)		2.68			4.43			(11.91	)
Total income (loss) from investment operations		0.65			0.10			(1.88	)		1.37			0.74			0.26			(1.79	)		2.79			4.52			(11.58	)
Less distributions:
Dividends from net investment income		—			(0.02	)		—			—			(0.14	)		(0.15	)		(0.09	)		(0.19	)		(0.25	)		(0.18	)
Distributions from net realized gains on securities		—			(1.41	)		—			—			—			(1.41	)		—			—			(1.31	)		(3.55	)
Total distributions		—			(1.43	)		—			—			(0.14	)		(1.56	)		(0.09	)		(0.19	)		(1.56	)		(3.73	)
Redemption fees added to beneficial interests		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		0.00	B		—			—
Net asset value, end of period	$	11.70		$	11.05		$	12.38		$	14.26		$	12.04		$	11.44		$	12.74		$	14.62		$	12.02		$	9.06
Total return C,D		5.88	%E		1.83	%		(13.18	)%		10.63	%E		6.48	%E		3.26	%		(12.30	)%		23.47	%		61.01	%		(55.48	)%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	48		$	5		$	8		$	1		$	103,952		$	103,363		$	113,894		$	128,841		$	109,985		$	72,516
Ratios to average net assets:
Expenses, before reimbursements		3.15	%F		3.74	%		26.96	%		4.49	%F		1.37	%F		1.24	%		1.31	%		1.34	%		1.42	%		1.17	%
Expenses, net of reimbursements		2.54	%F		2.52	%		2.41	%		2.54	%F		1.37	%F		1.24	%		1.31	%		1.34	%		1.42	%		1.17	%
Net investment income (loss), before reimbursements		(1.00	)%F		(1.19	)%		(23.86	)%		(2.91	)%F		0.21	%F		1.15	%		1.29	%		0.79	%		1.27	%		1.46	%
Net investment income (loss), net of reimbursements		(0.39	)%F		0.03	%		0.69	%		(0.96	)%F		0.21	%F		1.15	%		1.29	%		0.79	%		1.27	%		1.46	%
Portfolio turnover rate		27	%E		44	%		101	%		64	%G		27	%E		44	%		101	%		64	%		70	%		82	%

^A Brandes Investment Partners, LP was added as an investment manager to the Emerging Markets Fund on December 31, 2010.

^B Amounts represent less than $0.01 per share.

^C May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^D Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable.

^E Not annualized.

^F Annualized.

^G Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

38

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39

American Beacon International Equity Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Institutional Class
	Six Months Ended April 30,			Year Ended October 31,
	2013			2012H			2011			2010			2009			2008
	(unaudited)
Net asset value, beginning of period	$	16.05		$	15.27		$	16.67		$	15.51		$	13.13		$	27.32
Income from investment operations:
Net investment income		0.20			0.41			0.46			0.35			0.54			0.77
Net gains (losses) from investments (both realized and unrealized)		1.87			0.92			(1.41	)		1.30			2.78			(11.60	)
Total income (loss) from investment operations		2.07			1.33			(0.95	)		1.65			3.32			(10.83	)
Less distributions:
Dividends from net investment income		(0.41	)		(0.55	)		(0.45	)		(0.49	)		(0.61	)		(0.70	)
Distributions from net realized gains on securities		—									—			(0.33	)		(2.66	)
Total distributions		(0.41	)		(0.55	)		(0.45	)		(0.49	)		(0.94	)		(3.36	)
Redemption fees added to beneficial interest		—			—			—			—			0.00	A		0.00	A
Net asset value, end of period	$	17.71		$	16.05		$	15.27		$	16.67		$	15.51		$	13.13
Total return B,C		13.07	%D		9.25	%		(5.89	)%		10.81	%		27.44	%		(44.81	)%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	732,771		$	608,256		$	512,093		$	527,718		$	489,837		$	567,414
Ratios to average net assets:
Expenses, before reimbursements		0.72	%E		0.72	%		0.70	%		0.71	%		0.73	%		0.66	%
Expenses, net of reimbursements or recoupments		0.70	%E		0.72	%		0.70	%		0.71	%		0.73	%		0.66	%
Net investment income (loss), before reimbursements		2.45	%E		2.85	%		2.90	%		2.21	%		2.76	%		2.91	%
Net investment income, net of reimbursements		2.47	%E		2.85	%		2.90	%		2.21	%		2.76	%		2.91	%
Portfolio turnover rate		16	%D		60	%		33	%		38	%		41	%		31	%

^A  Amount represents less than $0.01 per share.

^B  May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^C Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable.

^D  Not annualized.

^E  Annualized.

^F  Portfolio turnover rate is for the period from November 1, 2008 through October 31, 2009.

^G  Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

^H  The Boston Company Asset Management LLC was terminated as an investment advisor to the International Equity Fund on December 31, 2011.

40

American Beacon International Equity Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

Y Class															Investor Class
Six Months Ended April 30,			Year Ended October 31,									Aug. 3 to Oct. 31, 2009			Six Months Ended April 30,			Year Ended October 31,
2013			2012H			2011			2010						2013			2012H			2011			2010			2009			2008
(unaudited)															(unaudited)
$	16.65		$	15.82		$	17.17		$	15.52		$	14.89		$	15.88		$	15.11		$	16.42		$	15.30		$	12.95		$	26.99
	0.41			0.41			0.49			0.04			0.04			0.11			0.38			0.44			0.29			0.37			0.66
	1.75			0.95			(1.50	)		1.61			0.59			1.93			0.87			(1.44	)		1.27			2.87			(11.41	)
	2.16			1.36			(1.01	)		1.65			0.63			2.04			1.25			(1.00	)		1.56			3.24			(10.75	)
	(0.43)			(0.53	)		(0.34	)		—			—			(0.36	)		(0.48	)		(0.31	)		(0.44	)		(0.56	)		(0.63	)
	—									—			—			—									—			(0.33	)		(2.66	)
	(0.43)			(0.53	)		(0.34	)		—			—			(0.36	)		(0.48	)		(0.31	)		(0.44	)		(0.89	)		(3.29	)
	—			—			—			—			0.00	A		—			—			—			—			0.00	A		0.00	A
$	18.38		$	16.65		$	15.82		$	17.17		$	15.52		$	17.56		$	15.88		$	15.11		$	16.42		$	15.30		$	12.95
	13.09	%D		9.15	%		(6.00	)%		10.63	%		4.23	%D		13.01	%D		8.77	%		(6.21	)%		10.36	%		27.08	%		(44.96	)%
$	450,658		$	1,512		$	720		$	245		$	1		$	282,714		$	453,142		$	386,560		$	463,704		$	445,596		$	426,473
	0.77	%E		0.80	%		0.81	%		0.81	%		0.69	%E		1.02	%E		1.09	%		1.07	%		1.07	%		1.05	%		0.92	%
	0.77	%E		0.80	%		0.81	%		0.81	%		0.69	%E		1.02	%E		1.09	%		1.07	%		1.07	%		1.05	%		0.92	%
	6.35	%E		2.74	%		3.00	%		1.44	%		1.00	%E		1.75	%E		2.50	%		2.55	%		1.83	%		2.45	%		2.82	%
	6.35	%E		2.74	%		3.00	%		1.44	%		1.00	%E		1.75	%E		2.50	%		2.55	%		1.83	%		2.45	%		2.82	%
	16	%D		60	%		33	%		38	%		41	%F		16	%D		60	%		33	%		38	%		41	%		31	%

41

American Beacon International Equity Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Advisor Class
	Six Months Ended April 30,			Year Ended October 31,
	2013			2012H			2011			2010			2009			2008
	(unaudited)
Net asset value, beginning of period	$	16.36		$	15.52		$	16.74		$	15.20		$	12.86		$	26.83
Income from investment operations:
Net investment income (loss)		(0.54	)		0.09			0.07			0.89			0.31			0.62
Net gains (losses) from investments (both realized and unrealized)		2.62			1.18			(1.12	)		0.65			2.86			(11.35	)
Total income (loss) from investment operations		2.08			1.27			(1.05	)		1.54			3.17			(10.73	)
Less distributions:
Dividends from net investment income		(0.42	)		(0.43	)		(0.17	)		—			(0.50	)		(0.58	)
Distributions from net realized gains on securities		—									—			(0.33	)		(2.66	)
Total distributions		(0.42	)		(0.43	)		(0.17	)		—			(0.83	)		(3.24	)
Redemption fees added to beneficial interest		—			—			—			—			0.00	A		0.00	A
Net asset value, end of period	$	18.02		$	16.36		$	15.52		$	16.74		$	15.20		$	12.86
Total return B,C		12.86	%D		8.59	%		(6.35	)%		10.13	%		26.58	%		(45.10	)%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	2,230		$	1,397		$	1,015		$	746		$	1,722		$	1,546
Ratios to average net assets:
Expenses, before reimbursements or recoupements		1.20	%E		1.31	%		1.24	%		1.26	%		1.45	%		1.19	%
Expenses, net of reimbursements or recoupements		1.20	%E		1.31	%		1.24	%		1.26	%		1.44	%		1.19	%
Net investment income (loss), before reimbursements or recoupements		1.72	%E		2.18	%		2.52	%		1.64	%		2.25	%		2.36	%
Net investment income, net of reimbursements or recoupements		1.72	%E		2.18	%		2.52	%		1.64	%		2.26	%		2.36	%
Portfolio turnover rate		16	%D		60	%		33	%		38	%		41	%		31	%

^A Amount represents less than $0.01 per share.

^B May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^C Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable.

^D Not annualized.

^E Annualized.

^F Portfolio turnover rate is for the period from November 1, 2008 through October 31, 2009.

^G Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

^H The Boston Company Asset Management LLC was terminated as an investment advisor to the International Equity Fund on December 31, 2011.

42

American Beacon International Equity Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

Retirement Class															A Class
Six Months Ended April 30,			Year Ended October 31,									May 1 to Oct. 31,			Six Months Ended April 30,			Year Ended October 31,						May 17 to Oct. 31,
2013			2012H			2011			2010			2009			2013			2012H			2011			2010
(unaudited)															(unaudited)
	$16.75		$	15.44		$	16.71		$	15.20		$	11.78		$	16.02		$	15.33		$	16.40		$	14.14
	0.09			(0.45	)		0.39			0.22			0.12			0.30			0.48			0.12			0.03
	2.04			1.76			(1.44	)		1.29			3.30			1.72			0.76			(1.14	)		2.23
	2.13			1.31			(1.05	)		1.51			3.42			2.02			1.24			(1.02	)		2.26
	—			—			(0.22	)		—			—			(0.42	)		(0.55	)		(0.05	)		—
	—			—						—			—			—			—			—			—
	—			—			(0.22	)		—			—			(0.42	)		(0.55	)		(0.05	)		—
	—			—			—			—			0.00	A		—			—			—			—
	$18.88		$	16.75		$	15.44		$	16.71		$	15.20		$	17.62		$	16.02		$	15.33		$	16.40
	12.72	%D		8.48	%		(6.37	)%		9.93	%		29.03	%D		12.79	%D		8.62	%		(6.26	)%		15.98	%D
	$622		$	52		$	1		$	1		$	1		$	2,824		$	1,255		$	461		$	4
	1.46	%E		6.40	%		3.43	%		1.66	%		1.48	%E		1.17	%E		1.29	%		2.24	%		1.26	%E
	1.47	%E		1.24	%		1.30	%		1.47	%		1.48	%E		1.25	%E		1.26	%		1.22	%		1.25	%E
	3.08	%E		(3.06	)%		0.17	%		1.25	%		1.72	%E		2.43	%E		2.03	%		1.03	%		0.96	%E
	3.07	%E		2.10	%		2.30	%		1.44	%		1.72	%E		2.36	%E		2.07	%		2.05	%		0.98	%E
	16	%D		60	%		33	%		38	%		41	%F		16	%D		60	%		33	%		38	%G

43

American Beacon International Equity Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	C Class
	Six Months Ended April 30,			Year Ended October 31,						Sept. 1 to Oct. 31,
	2013			2012H			2011			2010
	(unaudited)
Net asset value, beginning of period	$	15.70		$	15.21		$	16.39		$	14.82
Income from investment operations:
Net investment income (loss)		0.47			0.40			0.07			(0.01	)
Net gains (losses) from investments (both realized and unrealized)		1.46			0.71			(1.25	)		1.58
Total income (loss) from investment operations		1.93			1.11			(1.18	)		1.57
Less distributions:
Dividends from net investment income		(0.34	)		(0.62	)		—			—
Distributions from net realized gains on securities		—			—			—			—
Total distributions		(0.34	)		(0.62	)		—			—
Redemption fees added to beneficial interest		—			—			—			—
Net asset value, end of period	$	17.29		$	15.70		$	15.21		$	16.39
Total return B,C		12.39	%D		7.89	%		(7.20	)%		10.59	%D
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	824		$	115		$	76		$	1
Ratios to average net assets:
Expenses, before reimbursements or recoupements		1.92	%E		2.12	%		7.39	%		2.60	%E
Expenses, net of reimbursements or recoupements		1.99	%E		1.98	%		1.95	%		1.99	%E
Net investment income (loss), before reimbursements or recoupements		2.00	%E		1.56	%		(4.32	)%		(0.81	)%E
Net investment income, net of reimbursements or recoupements		1.93	%E		1.70	%		1.11	%		(0.20	)%E
Portfolio turnover rate		16	%D		60	%		33	%		38	%G

^A Amount represents less than $0.01 per share.

^B May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^C Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable.

^D Not annualized.

^E Annualized.

^F Portfolio turnover rate is for the period from November 1, 2008 through October 31, 2009.

^G Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

^H The Boston Company Asset Management LLC was terminated as an investment advisor to the International Equity Fund on December 31, 2011.

44

American Beacon International Equity Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

AMR Class
Six Months Ended April 30,			Year Ended October 31,
2013			2012H			2011			2010			2009			2008
(unaudited)
$	16.08		$	15.31		$	16.78		$	15.61		$	13.25		$	27.54
	0.25			0.49			0.53			0.39			0.37			0.72
	1.86			0.87			(1.44	)		1.30			2.99			(11.58	)
	2.11			1.36			(0.91	)		1.69			3.36			(10.86	)
	(0.46)			(0.59	)		(0.56	)		(0.52	)		(0.67	)		(0.77	)
	—									—			(0.33	)		(2.66	)
	(0.46)			(0.59	)		(0.56	)		(0.52	)		(1.00	)		(3.43	)
	—			—			—			—			0.00	A		0.00	A
$	17.73		$	16.08		$	15.31		$	16.78		$	15.61		$	13.25
	13.29	%D		9.47	%		(5.62	)%		11.05	%		27.70	%		(44.65	)%
$	428,733		$	387,197		$	388,185		$	469,414		$	431,499		$	328,083
	0.42	%E		0.45	%		0.45	%		0.46	%		0.48	%		0.41	%
	0.42	%E		0.45	%		0.45	%		0.46	%		0.48	%		0.41	%
	2.70	%E		3.16	%		3.15	%		2.45	%		3.00	%		3.24	%
	2.70	%E		3.16	%		3.15	%		2.45	%		3.00	%		3.24	%
	16	%D		60	%		33	%		38	%		41	%		31	%

45

Delivery of Documents

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shareholder reports and summary prospectus on-line. Sign up at

www.americanbeaconfunds.com

If you invest in the Fund through a financial institution, you may be able to receive the Fund’s regulatory mailings, such as the Prospectus, Annual Report and Semi-Annual Report, by e-mail. If you are interested in this option, please go to www.icsdelivery.com and search for your financial institution’s name or contact your financial institution directly.

To obtain more information about the Fund:

By E-mail: american_beacon.funds@ambeacon.com	On the Internet: Visit our website at www.americanbeaconfunds.com
By Telephone: Institutional, Y, Investor, Advisor, and Retirement Classes Call (800) 658-5811 AMR ClassSM Call (800) 345-2345	By Mail: American Beacon Funds P.O. Box 219643 Kansas City, MO 64121-9643
Availability of Quarterly Portfolio Schedules In addition to the Schedule of Investments provided in each semi-annual and annual report, the Fund files a complete schedule of its portfolio holdings with the Securities and Exchange Commission (“SEC”) on Form N-Q as of the first and third fiscal quarters. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov. The Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Section, 100 F Street, NE, Washington, D.C. 20549-1520. Information regarding the operation of the SEC’s Public Reference Room may be obtained by calling (202) 551-8090. A complete schedule of each Fund’s portfolio holdings is also available at www.americanbeaconfunds.com approximately twenty days after the end of each month.	Availability of Proxy Voting Policy and Records A description of the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available in the Fund’s Statement of Additional Information, is available free of charge on the Fund’s website www.americanbeaconfunds.com and by calling 1-800-967-9009 or by accessing the SEC’s website at www.sec.gov. The Fund’s proxy voting record for the most recent year ended June 30 is filed annually with the SEC on Form N-PX. The Fund’s Forms N-PX are available on the SEC’s website at www.sec.gov. The Fund’s proxy voting record may also be obtained by calling 1-800-967-9009.

Fund Service Providers:

CUSTODIAN State Street Bank and Trust Boston, Massachusetts TRANSFER AGENT Boston Financial Data Services Kansas City, Missouri INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Ernst & Young LLP Dallas, Texas DISTRIBUTOR Foreside Fund Services, LLC Portland, Maine

This report is prepared for shareholders of the American Beacon Funds and may be distributed to others only if preceded or accompanied by a current Prospectus or Summary Prospectus.

American Beacon Funds, American Beacon Emerging Markets Fund and American Beacon International Equity Fund are service marks of American Beacon Advisors, Inc.

SAR 4/13

About American Beacon Advisors

Since 1986, American Beacon Advisors has offered a variety of products and investment advisory services to numerous institutional and retail clients, including a variety of mutual funds, corporate cash management, and separate account management.

Our clients include defined benefit plans, defined contribution plans, foundations, endowments, corporations, financial planners, and other institutional investors. With American Beacon Advisors, you can put the experience of a multi-billion dollar asset management firm to work for your company.

Contents

President’s Message	1
Performance Overviews	2-7
Schedules of Investments:
Balanced Fund	10
Mid-Cap Value Fund	19
Small Cap Value II Fund	22
Financial Highlights	42
Additional Information	Back Cover

Investing in debt securities entails interest rate risk, which is the risk that debt securities will decrease in value with increases in market interest rates. Investing in the securities of small and mid-capitalization companies involves greater risk and the possibility of greater price volatility than investing in larger capitalization and more established companies.

Duration is a measure of price sensitivity relative to changes in interest rates.

Any opinions herein, including forecasts, reflect our judgment as of the end of the reporting period and are subject to change. Each advisor’s strategies and each Fund’s portfolio composition will change depending on economic and market conditions. This report is not a complete analysis of market conditions and therefore, should not be relied upon as investment advice. Although economic and market information has been compiled from reliable sources, American Beacon Advisors, Inc. makes no representation as to the completeness or accuracy of the statements contained herein.

American Beacon Funds April 30, 2013

Dear Shareholders,

The past six months have been very good ones for investors who look beyond the large-company universe. While the broad-based market has shown remarkable strength, it’s not those large-cap stocks that have been the strongest performers. In the six months ended April 30, 2013, while the Russell 1000 Index (representing large-cap stocks) returned a robust 15.05%, the Russell 2000 Index (representing small-cap stocks) performed even better, with a 16.58% return.

The often-overlooked mid-cap sector was the strongest of all, as the Russell Midcap Index returned 18.90% over those six months.

Another little-covered asset class, balanced funds, has seen strong new flows this year. For the first four months of 2013, these funds that invest in both stocks and bonds took in more money than they had in any other four-month period in their history. That’s a strong showing for an asset class that ordinarily gets very little notice in the financial press.

For the six-month period ended April 30, 2013:

• The American Beacon Balanced Fund (Institutional Class) returned 11.35%.

• The American Beacon Mid-Cap Value Fund (Institutional Class) returned 19.85%.

• The American Beacon Small Cap Value II Fund (Y Class) returned 16.33%.

We’re proud of the efforts of the sub-advisors who manage these funds, and remain focused on providing you with well-diversified portfolios that take advantage of all that our economy has to offer.

Thank you for your continued investment in the American Beacon Funds. For additional information about the Funds or to access your account information, please visit our website at www.americanbeaconfunds.com.

Best Regards,

Gene L. Needles, Jr.

President

American Beacon Funds

1

American Beacon Balanced Fund^SM

Performance Overview

April 30, 2013 (Unaudited)

The Investor Class of the Balanced Fund (the “Fund”) returned 11.12% for the six months ended April 30, 2013, outperforming the 60% Russell 1000^® Value Index/40% Barclays Capital Aggregate Index (the “Balanced Composite Index”) return of 9.98% and the Lipper Mixed-Asset Target Allocation Growth Funds Index return of 10.78% for the same period.

Total Returns for the Period ended 4/30/13:

	6 Months*			1 Year			5 Years			10 Years
Institutional Class (1,8)		11.35	%		14.68	%		5.78	%		8.16	%
Y Class (1,2,8)		11.27	%		14.52	%		5.69	%		8.12	%
Investor Class (1,8)		11.12	%		14.22	%		5.44	%		7.81	%
Advisor Class (1,3,8)		11.10	%		14.09	%		5.27	%		7.62	%
A Class with sales charge (1,4,8)		4.70	%		7.49	%		4.13	%		7.13	%
A Class without sales charge (1,4,8)		11.06	%		14.05	%		5.37	%		7.77	%
C Class with sales charge (1,5,8)		9.58	%		12.21	%		4.92	%		7.54	%
C Class without sales charge (1,5,8)		10.58	%		13.21	%		4.92	%		7.54	%
AMR Class (1,8)		11.42	%		14.92	%		6.05	%		8.42	%
Balanced Composite Index (6)		9.98	%		14.41	%		5.30	%		7.39	%
Russell 1000 Value Index (7)		16.31	%		21.80	%		4.17	%		8.42	%
Barclays Capital Aggregate Index (7)		0.90	%		3.68	%		5.72	%		5.04	%
Lipper Mixed-Asset Target Allocations Growth Funds Index (7)		10.78	%		13.36	%		4.95	%		7.44	%

* Not annualized

1. Performance shown is historical and is not indicative of future returns. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please visit www.americanbeaconfunds.com or call 1-800-967-9009. Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares.

2. Fund performance for the five-year and ten-year periods represent the returns achieved by the Institutional Class from 4/30/03 up to 3/1/10, the inception date of the Y Class, and the returns of the Y Class since its inception. Expenses of the Institutional Class are lower than those of the Y Class. Therefore, total returns shown may be lower than they would have been had the Y Class been in existence since 4/30/03.

3. Fund performance for the ten-year period represents the returns achieved by the Investor Class from 4/30/03 up to 5/31/05, the inception date of the Advisor Class, and the returns of the Advisor Class since its inception. Expenses of the Advisor Class are higher than those of the Investor Class. Therefore, total returns shown may be higher than they would have been had the Advisor Class been in existence since 4/30/03. A portion of the fees charged to the Advisor Class of the Fund was waived in 2005. Performance prior to waiving fees was lower than actual returns shown for 2005.

4. Fund performance for the five-year and ten-year periods represent the returns achieved by the Investor Class from 4/30/03 up to 5/17/10, the inception date of the A Class, and the returns of the A Class since its inception. Expenses of the A Class are higher than those of the Investor Class. As a result total returns shown may be higher than they would have been had the A Class been in existence since 4/30/03. A Class has a maximum sales charge of 5.75%.

5. Fund performance for the five-year and ten-year periods represent the returns achieved by the Investor Class from 4/30/03 up to 9/1/10, the inception date of the C Class, and the returns of the C Class since its inception. Expenses of the C Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the C Class been in existence since 4/30/03. The maximum contingent deferred sales charge for C Class is 1.00% for shares redeemed within one year of the date of purchase.

6. To reflect the Fund’s allocation of its assets between investment grade fixed-income securities and equity securities, the returns of the Russell 1000 Value Index and the Barclays Capital Aggregate Index have been combined in a 60%/40% proportion.

7. The Russell 1000 Value Index is an unmanaged index of those stocks in the Russell 1000 Index with lower price-to-book ratios and lower forecasted growth values. Russell 1000 Value Index and Russell 1000 Index are registered trademarks of Frank Russell Company. The Barclays Capital Aggregate Index is a market value weighted index of government, corporate, mortgage-backed and asset-backed fixed-rate debt securities of all maturities. The Lipper Mixed-Asset Target Allocation Growth Funds Index tracks the results of the 30 largest mutual funds in the Lipper Mixed-Asset Target Allocation Growth Funds category. Lipper is an independent mutual fund research and ranking service. One cannot directly invest in an index.

8. The total annual Fund operating expense ratio set forth in the most recent Fund prospectus for the Institutional, Y, Investor, Advisor, A, C, and AMR Class shares was 0.60%, 0.71%, 0.93%, 1.10%, 1.14%, 1.86%, and 0.33% respectively. The expense ratios above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

During the six-month period, the Fund’s assets on average were invested 66% in equities (including equitized cash) and 34% in fixed-income securities, ending the period with approximately 68% invested in equities and 32% in fixed-income securities.

The equity portion of the Fund (excluding equitized cash) returned 18.10% for the period, outperforming the Russell 1000 Value Index (“the Index”) return of 16.31%. The Fund’s excess performance versus the Index was due to both stock selection and sector allocation.

Holdings in the Financials and Energy sectors contributed most to the Fund’s excess performance. Bank of America (up 33.2%), Lincoln National (up 38.6%) and Unum Group (up 39.3%)

2

American Beacon Balanced Fund^SM

Performance Overview

April 30, 2013 (Unaudited)

added the most relative value in the Financials sector. In the Energy sector, Cobalt International (up 34.4%) was the largest contributor. Not owning Exxon Mobil and National Oilwell Varco, which were down 1.1% and 11.2% respectively in the Index, also positively impacted performance. Poor stock selection in the Consumer Staples sector detracted from the Fund’s returns. Imperial Tobacco Group (down 1.4%) and Walmart (up 4.4%) detracted the most relative value in the Consumer Staples sector. Not owning Walgreen, which was up 42.6% in the Index, also hurt the Fund’s relative performance.

A significant overweight in Information Technology, the best performing sector in the Index, contributed to the Fund’s returns through sector allocation. Underweight positions in Materials and Energy, the two worst performing sectors in the Index, also added relative value.

The fixed income portion of the Fund returned 1.82% for the six-month period, outperforming the Barclays Capital Aggregate Index return of 1.09%. The Fund’s fixed income excess performance was mostly due to the Fund’s Corporate securities. Within Corporates, holdings in the Finance sector contributed most to performance. A significant overweight in Corporates also contributed to the Fund’s returns. Exposure to U.S. Treasuries detracted relative value. The average duration of the Fund’s portfolio was shorter than the Index over the course of the six-month period. This benefited performance as interest rates rose during most of the six-month period, before declining during the final weeks.

The sub-advisors continue to focus on the disciplined selection of attractive securities that should allow the Fund to benefit long-term.

Top Ten Holdings (% Net Assets)

JPMorgan Chase & Co.	2.6
Bank of America Corp.	1.6
Citigroup, Inc.	1.4
Wells Fargo & Co.	1.8
Microsoft Corp.	1.5
Merck & Co., Inc.	1.3
Pfizer, Inc.	1.3
AT&T, Inc.	1.1
Johnson & Johnson	1.0
BP PLC	1.5
Total Fund Holdings	497

Sector Allocation (% Equities)

Financials	26.2
Energy	14.0
Health Care	14.0
Information Technology	9.9
Industrials	9.3
Consumer Discretionary	9.1
Consumer Staples	8.2
Utilities	4.6
Telecommunication Services	3.8
Materials	0.5
Manufacturing	0.4

Sector Allocation (% Fixed Income)

Mortgage Backed Obligations	25.7
Finance	23.5
U.S. Treasury	14.9
Agency	10.9
Manufacturing	7.1
Service	5.5
Energy	4.1
Utilities	2.4
Telecommunications	2.3
Consumer	1.3
Asset-Backed Obligations	1.0
Transportation	0.9
Municipal Obligations	0.4

Investing in debt securities entails interest rate risk, which is the risk that debt securities will decrease in value with increases in market interest rates. The Fund may invest in futures contracts, which are a type of derivative investment. Investing in derivatives could result in losing more than the amount invested. Investing in foreign securities entails additional risk not associated with domestic securities, such as currency fluctuations, economic and political instability and differences in accounting standards. Investing in the securities of small and mid-capitalization companies involves greater risk and the possibility of greater price volatility than investing in larger capitalization and more established companies. The intrinsic value of stocks selected for the Fund may never be realized by the market, and the prices of value stocks may go down. While investing in value stocks may limit downside risk over time, the Fund may produce more modest gains than riskier stock funds as a trade-off for this potentially lower risk. Credit risk is the risk that the issuer of a bond will fail to make timely payment of interest or principal; and the decline in an issuer’s credit rating can cause the price of its bonds to go down. Please see the prospectus for a complete discussion of the Fund’s risks.

3

American Beacon Mid-Cap Value Fund^SM

Performance Overview

April 30, 2013 (Unaudited)

The Investor Class of the Mid-Cap Value Fund (the “Fund”) returned 19.62% for the six months ended April 30, 2013. The Fund slightly underperformed the Russell Midcap^® Value Index (the “Index”) return of 19.89% but outperformed the Lipper Mid-Cap Value Funds Index return of 18.88%.

Total Returns for the Period ended 4/30/13:

	6 Months*			1 Year			5 Years			Since Incep. (6/30/04)
Institutional Class (1,3,9)		19.85	%		20.51	%		9.05	%		8.29	%
Y Class (1,4,9)		19.88	%		20.43	%		9.02	%		8.27	%
Investor Class (1,2,9)		19.62	%		20.16	%		8.90	%		8.13	%
Advisor Class (1,5,9)		19.54	%		19.88	%		8.63	%		7.96	%
A Class with sales charge (1,6,9)		12.66	%		13.06	%		7.29	%		7.23	%
A Class without sales charge (1,6,9)		19.53	%		19.98	%		8.58	%		7.95	%
C Class with sales charge (1,7,9)		18.12	%		18.12	%		8.18	%		7.73	%
C Class without sales charge (1,7,9		19.12	%		19.12	%		8.18	%		7.73	%
AMR Class (1,9)		20.00	%		20.88	%		9.21	%		8.44	%
Russell Midcap Value Index (8)		19.89	%		23.66	%		7.49	%		9.02	%
Lipper Mid-Cap Value Funds Index (8)		18.88	%		20.67	%		6.55	%		7.58	%

* Not annualized

1. Please note that the recent growth rate in the stock market has helped to produce short-term returns that are not typical and may not continue in the future. Performance shown is historical and is not indicative of future returns. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please call 1-800-967-9009 or visit www.americanbeaconfunds.com. Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares. A portion of the fees charged to the AMR Class of the Fund was waived through 2005. Performance prior to waiving fees was lower than the actual returns shown for periods through 2005.

2. Fund performance for the since inception period represents the returns achieved by the AMR Class from 6/30/04 up to 3/1/06, the inception date of the Investor Class, and the returns of the Investor Class since its inception. Expenses of the Investor Class are higher than those of the AMR Class. As a result, total returns shown may be higher than they would have been had the Investor Class been inexistence since 6/30/04. A portion of the fees charged to the Investor Class of the Fund has been waived since 2006. Performance prior to waiving fees was lower than actual returns shown since 2006.

3. Fund performance for the since inception period represents the returns achieved by the AMR Class from 6/30/04 up to 11/30/05, the inception date of the Institutional Class, and the returns of the Institutional Class since its inception. Expenses of the Institutional Class are higher than those of the AMR Class. As a result, total returns shown may be higher than they would have been had the Institutional Class been in existence since 6/30/04. A portion of the fees charged to the Institutional Class of the Fund has been waived since 2007. Performance prior to waiving fees was lower than the actual returns show since 2007.

4. Fund performance for the five-year and since inception periods represent the returns achieved by the AMR Class from 6/30/04 up to 11/30/05, the inception date of the Institutional Class, and the total returns of the Institutional Class from 11/30/05 up to 3/1/10, the inception date of the Y Class and the returns of the Y Class since its inception. Expenses of the AMR and Institutional Classes are lower than those of the Y Class. As a result, total returns shown may be higher than they would have been had the Y Class been inexistence since 6/30/04.

5. Fund performance for the since inception period represents the returns achieved by the AMR Class from 6/30/04 to 11/30/05, the Institutional Class from 11/30/05 to 3/1/06 and the Investor Class from 3/1/06 to 6/29/07, the inception date of the Advisor Class, and the returns of the Advisor Class since its inception. Expenses of the AMR, Institutional, and Investor Classes are lower than those of the Advisor Class. As a result, total returns shown may be higher than they would have been had the Advisor Class been in existence since 6/30/04. A portion of the fees charged to the Advisor Class of the Fund has been waived since 2007. Performance prior to waiving fees was lower than the actual returns shown since 2007.

6. Fund performance for the five-year and since inception periods represent the total returns achieved by the AMR Class from 6/30/04 to 11/30/05, the Institutional Class from 11/30/05 to 3/1/06 and the Investor Class from 3/1/06 to 5/17/10, the inception date of the A Class, and the returns of the A Class since its inception. Expenses of the AMR, Institutional, and Investor Classes are lower than those of the A Class. As a result, total returns shown may be higher than they would have been had the A Class been in existence since 6/30/04. A Class has a maximum sales charge of 5.75%.

7. Fund performance for the five-year and since inception periods represent the total returns achieved by the AMR Class from 6/30/04 to 11/30/05, the Institutional Class from 11/30/05 to 3/1/06 and the Investor Class from 3/1/06 to 9/1/10, the inception date of the C Class, and the returns of the C Class since its inception. Expenses of the AMR, Institutional, and Investor Classes are lower than those of the C Class. As a result, total returns shown may be higher than they would have been had the C Class been in existence since 6/30/04. The maximum contingent deferred sales charge for the C Class is 1.00% for shares redeemed within one year of the date of purchase.

8. The Russell Midcap Value Index is an unmanaged index of those stocks in the Russell Midcap Index with lower price-to-book ratios and lower forecasted growth values. The Russell Midcap Index measures the performance of the 800 smallest companies in the Russell 1000 Index. Russell Midcap Value Index, Russell Midcap Index and Russell 1000 Index are registered trademarks of Frank Russell Company. The Lipper Mid-Cap Value Funds Index tracks the results of the 30 largest mutual funds in the Lipper Mid-Cap Value Funds category. Lipper is an independent mutual fund research and ranking service. One cannot directly invest in an index.

9. The total annual Fund operating expense ratio set forth in the most recent Fund prospectus for the Institutional, Y, Investor, Advisor, A, C, and AMR Class shares was 1.07%, 1.29%, 1.45%, 2.00%, 1.62%, 2.47%, and 0.79%, respectively. The expense ratios above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

4

American Beacon Mid-Cap Value Fund^SM

Performance Overview

April 30, 2013 (Unaudited)

Prior to the deduction of expenses, the Fund outperformed the Index through sector allocation as stock selection detracted value relative to the Index. A significant overweight position in the Industrials sector added over 30 basis points (0.30%) to relative performance through sector allocation. An underweight in the Energy sector also contributed to the Fund’s performance.

The Fund’s investments in the Industrials and Health Care sectors detracted the most value from relative returns. In the Industrials sector, Golar LNG (down 12.9%) and Curtiss Wright (up 7.4%) were the largest detractors. Cardinal Health (up 8.1%) and St. Jude Medical (up 8.1%) hurt relative performance in the Health Care sector. Not owning Life Technologies, which was up 50.7% in the Index, also negatively impacted relative performance. The Fund’s Utilities and Information Technology companies also detracted from performance. Entergy (up 0.7%) detracted the most relative value in the Utilities sector. In the Information Technology sector, not owning Micron Technology, Applied Materials and Cree, which were up 73.6%, 39.0% and 86.7%, respectively in the Index, detracted from the Fund’s returns.

The aforementioned poor performance was mostly offset by good stock selection in the Consumer Discretionary and Materials sectors. Delphi Automotive (up 49.7%), HanesBrands (up 49.9%) and Hasbro (up 34.3%) were the largest contributors in the Consumer Discretionary sector. In the Materials sector, owning Rockwood Holdings (up 51.2%) and not owning Cliffs Natural Resources, which was down 39.6% in the Index, added relative value.

The sub-advisors’ philosophy of investing in undervalued companies that exhibit improving profitability and earnings growth potential should allow the Fund to benefit longer term.

Top Ten Holdings (% Net Assets)

Fifth Third Bancorp	1.4
Interpublic Group of Cos., Inc.	1.4
L-3 Communications Holdings, Inc.	1.4
Avnet, Inc.	1.3
Rockwood Holdings, Inc.	1.3
Masco Corp.	1.3
Assurant, Inc.	1.3
Royal Caribbean Cruises Ltd.	1.3
Delphi Automotive PLC	1.8
Willis Group Holdings PLC	1.5
Total Fund Holdings	145

Sector Allocation (% Equities)

Financials	27.4
Industrials	16.6
Consumer Discretionary	15.9
Information Technology	11.3
Health Care	9.5
Utilities	6.0
Materials	5.0
Consumer Staples	4.2
Energy	4.1

The Fund may invest in futures contracts, which are a type of derivative investment. Investing in derivatives could result in losing more than the amount invested. Investing in foreign securities entails additional risk not associated with domestic securities, such as currency fluctuations, economic and political instability and differences in accounting standards. The intrinsic value of stocks selected for the Fund may never be realized by the market, and the prices of value stocks may go down. While investing in value stocks may limit downside risk over time, the Fund may produce more modest gains than riskier stock funds as a trade-off for this potentially lower risk. Investing in the securities of mid-capitalization companies involves greater risk and the possibility of greater price volatility than investing in larger capitalization and more established companies. Please see the prospectus for a complete discussion of the Fund’s risks.

5

American Beacon Small Cap Value II Fund^SM

Performance Overview

April 30, 2013 (Unaudited)

The Investor Class of the Small Cap Value II Fund (the “Fund”) returned 16.19% for the six months ended April 30, 2013, trailing the Russell 2000^® Value Index (the “Index”) return of 16.58%, but outperforming the Lipper Small-Cap Value Funds Index return of 15.72% for the same period.

Total Returns for the Period Ended 4/30/13:

	6 Months*			1 Year			Since Incep. (11/15/11)
Y Class (1,3)		16.33	%		24.59	%		16.28	%
Investor Class (1,3)		16.19	%		24.12	%		15.98	%
Russell 2000 Value Index (2)		16.58	%		19.71	%		21.83	%
Lipper Small-Cap Value Funds Index (2)		15.72	%		15.71	%		18.41	%

* Not annualized

1. Please note the recent growth rate in the stock market has helped to produce short-term returns that are not typical and may not continue in the future. Performance shown is historical and is not indicative of future returns. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please call 1-800-967-9009 or visit www.americanbeaconfunds.com. Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares.

2. Russell 2000 Value Index is a registered trademark of Frank Russell Company. The Russell 2000 Value Index is an unmanaged index of those stocks in the Russell 2000 Index with lower price-to-book ratios and lower forecasted growth values. The Lipper Small-Cap Value Funds Index tracks the results of the 30 largest mutual funds in the Lipper Small-Cap Value Funds category. Lipper is an independent mutual fund research and ranking service. One cannot directly invest in an index.

3. The total annual Fund operating expense ratio set forth in the most recent Fund prospectus for the Y and Investor Class shares was 4.52%, and 4.88%, respectively. The expense ratios above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

Prior to the deduction of expenses, the Fund outperformed the Index as both stock selection and sector allocation added value relative to the Index.

The Fund’s Financials and Materials sector holdings contributed most to excess performance. In the Financials sector, Protective Life (up 40.4%) and National Financial Partners (up 37.9%) were the largest contributors. US Silica Holdings (up 35.0%) contributed most to the Fund’s returns in the Materials sector. Not owning Coeur D’Alene Mines and McEwen Mining, which were down 50.7% and 52.1%, respectively in the Index, also added relative value. The aforementioned good

performance was somewhat offset by poor stock selection in the Consumer Discretionary, Energy and Information Technology sectors. Children’s Place (down 16.3%) detracted from performance in the Consumer Discretionary sector. Not owning Fifth & Pacific, up 87.8% in the Index, also negatively impacted the Fund’s relative returns. In the Energy sector, Vaalco Energy (down 20.1%) and Cloud Peak Energy (down 24.2%) detracted relative value. Netgear (down 20.1%) and Keynote Systems (down 20.7%) hurt performance in the Information Technology sector.

The Fund’s significant overweight position in Industrials and an underweight in the Utilities sector contributed to performance through sector allocation. An overweight in Materials, the worst performing sector in the Index, detracted from Fund returns.

The sub-advisors continue to focus on uncovering investment opportunities through stock selection that should benefit the Fund’s performance over the longer-term.

Top Ten Holdings (% Net Assets)

Photronics, Inc.	1.9
Protective Life Corp.	1.5
Magellan Health Services, Inc.	1.5
Vishay Intertechnology, Inc.	1.4
Andersons, Inc.	1.3
Crane Co.	1.2
EMCOR Group, Inc.	1.1
Cabot Corp.	1.1
Barnes Group, Inc.	1.1
Men’s Wearhouse, Inc.	1.1
Total Fund Holdings	157

Sector Allocation (% Equities)

Financials	27.8
Industrials	20.3
Information Technology	13.3
Consumer Discretionary	11.3
Energy	8.2
Materials	7.1
Health Care	5.1
Consumer Staples	4.8
Utilities	1.7
Telecommunication Services	0.4

The Fund may invest in futures contracts, which are a type of derivative investment. Investing in derivatives could result in losing more than the amount invested. Investing in foreign securities entails additional risk not associated with domestic securities, such as currency fluctuations, economic and political instability and differences in accounting standards. The intrinsic value of stocks selected for the Fund may never be realized by the market, and the prices of value stocks may go down. While

6

American Beacon Small Cap Value II Fund^SM

Performance Overview

April 30, 2013 (Unaudited)

investing in value stocks may limit downside risk over time, the Fund may produce more modest gains than riskier stock funds as a trade-off for this potentially lower risk. Investing in the securities of small/mid-capitalization companies involves greater risk and the possibility of greater price volatility than investing in larger capitalization and more established companies. The Fund may participate in a securities lending program. Please see the prospectus for a complete discussion of the Fund’s risks.

7

American Beacon Funds^SM

Fund Expenses

April 30, 2013 (Unaudited)

Fund Expense Example

As a shareholder of a Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and redemption fees if applicable, and (2) ongoing costs, including management fees, administrative service fees, and other Fund expenses. The examples below are intended to help you understand the ongoing cost (in dollars) of investing in a particular Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The examples are based on an investment of $1,000 invested at the beginning of the period in each Class and held for the entire period from November 1, 2012 through April 30, 2013.

Actual Expenses

The following tables provide information about actual account values and actual expenses. You may use the information on this page, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the “Expenses Paid During Period” for the applicable Fund to estimate the expenses you paid on your account during this period. Shareholders of the Investor and Institutional Classes that invest in a Fund through an IRA or Roth IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

Hypothetical Example for Comparison Purposes

The following tables provide information about hypothetical account values and hypothetical expenses based on a Fund’s actual expense ratio and an assumed 5% per year rate of return before expenses (not the Fund’s actual return). You may compare the ongoing costs of investing in a particular Fund with other funds by contrasting this 5% hypothetical example and the 5% hypothetical examples that appear in the shareholder reports of the other funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. Shareholders of the Investor and Institutional Classes that invest in a Fund through an IRA or Roth IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

You should also be aware that the expenses shown in the table highlight only your ongoing costs and do not reflect any transaction costs charged by a Fund, such as sales charges (loads) or redemption fees as applicable. Similarly, the expense examples for other funds do not reflect any transaction costs charged by those funds, such as sales charges (loads), redemption fees or exchange fees. Therefore, the following tables are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. If you were subject to any transaction costs during the period, your costs would have been higher.

8

American Beacon Funds^SM

Fund Expenses

April 30, 2013 (Unaudited)

Balanced Fund
	Beginning Account Value 11/1/12		Ending Account Value 4/30/13		Expenses Paid During  Period* 11/1/12-4/30/13
Institutional Class
Actual	$	1,000.00	$	1,113.54	$	3.20
Hypothetical **	$	1,000.00	$	1,021.77	$	3.06
Y Class
Actual	$	1,000.00	$	1,112.72	$	3.67
Hypothetical **	$	1,000.00	$	1,021.32	$	3.51
Investor Class
Actual	$	1,000.00	$	1,111.17	$	4.87
Hypothetical **	$	1,000.00	$	1,020.18	$	4.66
Advisor Class
Actual	$	1,000.00	$	1,111.01	$	5.71
Hypothetical **	$	1,000.00	$	1,019.39	$	5.46
A Class
Actual	$	1,000.00	$	1,110.63	$	5.76
Hypothetical **	$	1,000.00	$	1,019.34	$	5.51
AMR Class
Actual	$	1,000.00	$	1,114.16	$	1.78
Hypothetical **	$	1,000.00	$	1,023.11	$	1.71
C Class
Actual	$	1,000.00	$	1,105.79	$	9.61
Hypothetical **	$	1,000.00	$	1,015.67	$	9.20

* Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 0.61%, 0.70%, 0.93%, 1.09%, 1.10%, 1.84% and 0.34% for the Institutional, Y, Investor, Advisor, A, C and AMR Classes respectively, multiplied by the average account value over the period, multiplied by the number derived by dividing the number of days in the most recent fiscal half-year (181) by days in the year (365) to reflect the half-year period.

** 5% return before expenses.

Mid-Cap Value Fund
	Beginning Account Value 11/1/12		Ending Account Value 4/30/13		Expenses Paid During  Period* 11/1/12- 4/30/13
Institutional Class
Actual	$	1,000.00	$	1,198.48	$	5.34
Hypothetical **	$	1,000.00	$	1,019.93	$	4.91
Y Class
Actual	$	1,000.00	$	1,198.75	$	5.89
Hypothetical **	$	1,000.00	$	1,019.44	$	5.41
Investor Class
Actual	$	1,000.00	$	1,196.17	$	6.70
Hypothetical **	$	1,000.00	$	1,018.70	$	6.16
Advisor Class
Actual	$	1,000.00	$	1,195.43	$	8.11
Hypothetical **	$	1,000.00	$	1,017.41	$	7.45
A Class
Actual	$	1,000.00	$	1,195.34	$	8.11
Hypothetical **	$	1,000.00	$	1,017.41	$	7.45
AMR Class
Actual	$	1,000.00	$	1,199.98	$	4.09
Hypothetical **	$	1,000.00	$	1,021.08	$	3.76
C Class
Actual	$	1,000.00	$	1,191.25	$	12.17
Hypothetical **	$	1,000.00	$	1,013.69	$	11.18

* Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 0.98%, 1.08%, 1.23%, 1.49%, 1.49%, 2.24% and 0.75% for the Institutional, Y, Investor, Advisor, A, C and AMR Classes respectively, multiplied by the average account value over the period, multiplied by the number derived by dividing the number of days in the most recent fiscal half-year (181) by days in the year (365) to reflect the half-year period.

** 5% return before expenses.

Small Cap Value II Fund
	Beginning Account Value 11/1/12		Ending Account Value 4/30/13		Expenses Paid During  Period* 11/1/12- 4/30/13
Y Class
Actual	$	1,000.00	$	1,163.33	$	5.85
Hypothetical **	$	1,000.00	$	1,019.39	$	5.46
Investor Class
Actual	$	1,000.00	$	1,161.91	$	7.34
Hypothetical **	$	1,000.00	$	1,018.00	$	6.85

* Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 1.09% and 1.37% for the Y and Investor Classes respectively, multiplied by the average account value over the period, multiplied by the number derived by dividing the number of days in the most recent fiscal half-year (181) by days in the year (365) to reflect the half-year period.

** 5% return before expenses.

9

American Beacon Balanced Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Shares		Fair Value
			(000’s)
COMMON STOCK - 59.56%
CONSUMER DISCRETIONARY - 5.47%
Auto Components - 1.24%
Delphi Automotive PLC		17,600	$	813
Johnson Controls, Inc.		192,400		6,737
Magna International, Inc., Class A		37,200		2,238
				9,788
Automobiles - 1.68%
General Motors Co.A		181,200		5,588
Hertz Global Holdings, Inc.A		171,620		4,133
Toyota Motor Corp., ADRB		30,200		3,512
				13,233
Hotels, Restaurants & Leisure - 0.41%
Carnival Corp.		93,100		3,213
Household Durables - 0.20%
Stanley Black & Decker, Inc.		21,200		1,586
Media - 0.83%
Comcast Corp., Class A		52,400		2,165
Comcast Corp., Special Class A		20,500		805
Interpublic Group of Cos., Inc.		150,100		2,077
Time Warner Cable, Inc.		16,300		1,530
				6,577
Multiline Retail - 0.96%
Family Dollar Stores, Inc.		45,100		2,768
Target Corp.		67,800		4,784
				7,552
Specialty Retail - 0.15%
Lowe’s Cos., Inc.		31,500		1,210
Total Consumer Discretionary				43,159
CONSUMER STAPLES - 4.91%
Beverages - 0.76%
Diageo PLC, ADRB		33,000		4,033
Molson Coors Brewing Co., Class B		15,800		815
PepsiCo, Inc.		14,100		1,163
				6,011
Food & Drug Retailing - 2.26%
CVS Caremark Corp.		27,900		1,623
Kroger Co.		221,500		7,615
Sysco Corp.		91,100		3,176
Wal-Mart Stores, Inc.		68,600		5,332
				17,746
Food Products - 0.21%
Mondelez International, Inc., Class A		53,400		1,679
Tobacco - 1.68%
Altria Group, Inc.		71,200		2,600
Imperial Tobacco Group PLC, ADRB		50,700		3,651
Philip Morris International, Inc.		73,700		7,044
				13,295
Total Consumer Staples				38,731
ENERGY - 8.35%
Energy Equipment & Services - 1.33%
Cobalt International Energy, Inc.A		153,500		4,289
Halliburton Co.		94,600		4,046

	Shares		Fair Value
			(000’s)
Transocean Ltd.A		41,820	$	2,152
				10,487
Oil & Gas - 7.02%
Apache Corp.		46,600		3,443
BP PLC, ADRB		263,197		11,476
Chevron Corp.		26,128		3,188
ConocoPhillips		69,090		4,176
Hess Corp.		10,900		787
Kosmos Energy Ltd.A		35,700		392
Marathon Oil Corp.		44,500		1,454
Marathon Petroleum Corp.		26,750		2,096
Murphy Oil Corp.		16,900		1,049
Occidental Petroleum Corp.		75,200		6,713
Phillips 66		73,495		4,480
Royal Dutch Shell PLC, Class A, ADRB		29,637		2,014
Royal Dutch Shell PLC, Class B, ADRB		70,100		4,893
Seadrill Ltd.		62,800		2,417
Spectra Energy Corp.		71,400		2,251
Total S.A., ADRB		91,400		4,592
				55,421
Total Energy				65,908
FINANCIALS - 15.69%
Banks - 4.79%
Bank of America Corp.		1,039,280		12,794
Bank of New York Mellon Corp.		53,900		1,521
Fifth Third Bancorp		101,000		1,720
PNC Financial Services Group, Inc.		68,725		4,665
SunTrust Banks, Inc.		108,600		3,177
Wells Fargo & Co.		367,398		13,953
				37,830
Diversified Financials - 6.70%
American Express Co.		71,900		4,919
Blackstone Group LPC		66,500		1,367
Capital One Financial Corp.		116,800		6,749
Charles Schwab Corp.		172,500		2,926
Citigroup, Inc.		232,970		10,870
JPMorgan Chase & Co.		411,534		20,169
KKR & Co. LPC		70,000		1,470
Morgan Stanley		64,300		1,424
SLM Corp.		144,200		2,978
				52,872
Insurance - 4.20%
ACE Ltd.		17,600		1,569
Allstate Corp.		46,800		2,305
American International Group, Inc.A		151,300		6,267
Berkshire Hathaway, Inc., Class BA		38,458		4,089
Hartford Financial Services Group, Inc.		73,300		2,059
Lincoln National Corp.		114,100		3,881
MetLife, Inc.		192,900		7,521
Unum Group		110,300		3,076
XL Group PLC		75,600		2,354
				33,121
Total Financials				123,823
HEALTH CARE - 8.35%
Health Care Equipment & Supplies - 1.28%
Baxter International, Inc.		21,700		1,516
Covidien PLC		25,700		1,641
Medtronic, Inc.		132,400		6,180

See accompanying notes

10

American Beacon Balanced Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Shares		Fair Value
			(000’s)
Zimmer Holdings, Inc.		10,100	$	772
				10,109
Health Care Providers & Services - 2.30%
Aetna, Inc.		15,200		873
Humana, Inc.		49,100		3,639
Quest Diagnostics, Inc.		18,400		1,036
UnitedHealth Group, Inc.		80,900		4,848
WellPoint, Inc.		106,000		7,730
				18,126
Pharmaceuticals - 4.77%
AstraZeneca PLC, ADRB		16,800		872
GlaxoSmithKline PLC, ADRB		48,900		2,525
Johnson & Johnson		93,900		8,003
Merck & Co., Inc.		217,776		10,236
Novartis AG, ADRB		47,200		3,481
Pfizer, Inc.		349,354		10,157
Sanofi, ADRB		44,300		2,363
				37,637
Total Health Care				65,872
INDUSTRIALS - 5.58%
Aerospace & Defense - 1.37%
Boeing Co.		24,700		2,258
Exelis, Inc.		75,500		843
Lockheed Martin Corp.		25,000		2,477
Northrop Grumman Corp.		10,200		773
Raytheon Co.		72,500		4,450
				10,801
Air Freight & Couriers - 0.30%
FedEx Corp.		25,200		2,369
Commercial Services & Supplies - 0.30%
RR Donnelley & Sons Co.		190,100		2,340
Electronic Equipment & Instruments - 0.48%
Emerson Electric Co.		68,900		3,825
Industrial Conglomerates - 1.30%
General Electric Co.		265,400		5,915
Honeywell International, Inc.		58,900		4,332
				10,247
Machinery - 1.83%
Caterpillar, Inc.		20,800		1,761
Cummins, Inc.		40,900		4,351
Illinois Tool Works, Inc.		37,400		2,415
ITT Corp.		26,600		734
Joy Global, Inc.		26,800		1,515
PACCAR, Inc.		40,000		1,991
Xylem, Inc.		60,600		1,682
				14,449
Total Industrials				44,031
INFORMATION TECHNOLOGY - 5.92%
Communications Equipment - 0.66%
Cisco Systems, Inc.		36,800		770
Corning, Inc.		307,500		4,459
				5,229
Computers & Peripherals - 1.40%
Apple, Inc.		4,630		2,050
Hewlett-Packard Co.		260,900		5,374
Seagate Technology PLC		49,625		1,821

	Shares		Fair Value
			(000’s)
Western Digital Corp.		32,300	$	1,786
				11,031
Electronic Equipment & Instruments - 0.34%
Avnet, Inc.A		13,800		452
TE Connectivity Ltd.		51,925		2,261
				2,713
IT Consulting & Services - 0.34%
Fidelity National Information Services, Inc.		64,300		2,704
Semiconductor Equipment & Products - 0.62%
Intel Corp.		155,600		3,727
Texas Instruments, Inc.		33,200		1,202
				4,929
Software - 2.56%
Activision Blizzard, Inc.		188,700		2,821
CA, Inc.		44,674		1,205
Microsoft Corp.		364,400		12,061
Oracle Corp.		123,000		4,032
				20,119
Total Information Technology				46,725
MATERIALS - 0.28%
EI du Pont de Nemours & Co.,		41,100		2,240
TELECOMMUNICATION SERVICES - 2.26%
Diversified Telecommunication Services - 1.71%
AT&T, Inc.		227,577		8,525
Verizon Communications, Inc.		91,108		4,912
				13,437
Wireless Telecommunication Services - 0.55%
Vodafone Group PLC, ADRB		142,600		4,362
Total Telecommunication Services				17,799
UTILITIES - 2.75%
Electric - 0.77%
Exelon Corp.		97,600		3,661
NRG Energy, Inc.		87,900		2,450
				6,111
Electric Utilities - 1.98%
CenterPoint Energy, Inc.		149,200		3,682
Edison International		22,700		1,221
Entergy Corp.		53,200		3,789
Public Service Enterprise Group, Inc.		189,000		6,920
				15,612
Total Utilities				21,723
Total Common Stock (Cost $360,740)				470,011
PREFERRED STOCK - 0.24% (Cost $1,679)
MANUFACTURING - 0.24%
General Motors Co., 4.75%, Due 12/1/2013		40,800		1,896
	Par Amount
	(000’s)
CORPORATE OBLIGATIONS - 12.89%
Aerospace/Defense - 0.20%
Northrop Grumman Corp.,

See accompanying notes

11

American Beacon Balanced Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
5.05%, Due 8/1/2019	$	150	$	177
United Technologies Corp.,
1.80%, Due 6/1/2017		740		764
6.125%, Due 7/15/2038		450		608
				1,549
Auto Manufacturing - 0.37%
American Honda Finance Corp.,
3.875%, Due 9/21/2020D		250		279
Daimler Finance North America LLC,
3.00%, Due 3/28/2016D E		160		167
2.95%, Due 1/11/2017D E		300		317
2.40%, Due 4/10/2017D E		550		570
Ford Motor Credit Co. LLC,
4.25%, Due 2/3/2017E		300		323
5.875%, Due 8/2/2021E		400		467
Toyota Motor Credit Corp.,
2.05%, Due 1/12/2017		250		259
Volkswagen International Finance N.V.,
1.625%, Due 3/22/2015D		500		507
				2,889
Banks - 4.96%
Bank of America Corp.,
6.50%, Due 8/1/2016		1,340		1,546
7.80%, Due 9/15/2016		700		820
7.625%, Due 6/1/2019		1,170		1,498
Bank of New York Mellon Corp.,
2.30%, Due 7/28/2016		460		483
Bank of Nova Scotia,
0.75%, Due 10/9/2015		230		230
Bank One Corp.,
4.90%, Due 4/30/2015		250		266
Barclays Bank PLC,
3.90%, Due 4/7/2015		330		349
6.75%, Due 5/22/2019		350		438
Bear Stearns Cos. LLC,
7.25%, Due 2/1/2018E		1,835		2,285
BNP Paribas S.A.,
3.60%, Due 2/23/2016		320		340
Canadian Imperial Bank of Commerce,
2.35%, Due 12/11/2015		215		224
Capital One Financial Corp.,
2.15%, Due 3/23/2015		465		475
Citigroup, Inc.,
1.214%, Due 4/1/2014F		6		6
6.375%, Due 8/12/2014		1,720		1,839
0.576%, Due 11/5/2014F		320		319
6.01%, Due 1/15/2015		170		184
8.50%, Due 5/22/2019		1,730		2,326
Danske Bank A/S,
1.327%, Due 4/14/2014D F		620		623
Fifth Third Bancorp,
3.625%, Due 1/25/2016		325		348
0.700%, Due 12/20/2016F		1,000		981
8.25%, Due 3/1/2038		455		652
Goldman Sachs Group, Inc.,
5.35%, Due 1/15/2016		725		804
6.25%, Due 9/1/2017		650		765
5.95%, Due 1/18/2018		405		473
6.00%, Due 6/15/2020		175		211
5.75%, Due 1/24/2022		400		478
ING Bank N.V.,
1.681%, Due 6/9/2014D G		1,980		2,001

	Par Amount		Fair Value
	(000’s)		(000’s)
5.125%, Due 5/1/2015D	$	450	$	472
3.75%, Due 3/7/2017D		400		430
JPMorgan Chase & Co.,
0.726%, Due 4/23/2015		845		846
0.610%, Due 6/13/2016F		1,000		983
5.50%, Due 10/15/2040		325		394
KeyCorp,
5.10%, Due 3/24/2021		140		165
Lloyds TSB Bank PLC,
4.375%, Due 1/12/2015D		325		343
Merrill Lynch & Co. Inc,
6.40%, Due 8/28/2017		455		535
6.50%, Due 7/15/2018		180		216
Merrill Lynch & Co. Inc.,
6.11%, Due 1/29/2037		365		415
Morgan Stanley,
0.579%, Due 1/9/2014F		1,760		1,756
0.757%, Due 10/15/2015F		920		908
1.75%, Due 2/25/2016		250		252
0.727%, Due 10/18/2016F		705		688
4.75%, Due 3/22/2017		805		892
7.30%, Due 5/13/2019		350		438
5.625%, Due 9/23/2019		350		408
3.75%, Due 2/25/2023		250		259
National Australia Bank Ltd.,
4.375%, Due 12/10/2020D		325		373
Nordea Bank AB,
4.875%, Due 1/27/2020D		300		347
PNC Funding Corp.,
4.25%, Due 9/21/2015		255		276
4.375%, Due 8/11/2020		330		378
3.30%, Due 3/8/2022		235		247
Rabobank Nederland,
2.125%, Due 10/13/2015		235		243
Royal Bank of Canada,
1.15%, Due 3/13/2015		195		197
0.625%, Due 12/5/2016		810		810
Societe Generale S.A.,
2.20%, Due 9/14/2013D		300		302
1.328%, Due 4/11/2014D F		900		905
State Street Corp.,
2.875%, Due 3/7/2016		300		319
SunTrust Banks, Inc.,
3.50%, Due 1/20/2017		315		338
UBS AG,
5.875%, Due 12/20/2017		611		727
US Bancorp,
1.65%, Due 5/15/2017		280		287
Wachovia Corp.,
0.616%, Due 10/28/2015F		865		857
0.647%, Due 10/15/2016F		650		642
5.75%, Due 2/1/2018		480		573
				39,185
Beverage/Bottling - 0.25%
Anheuser-Busch InBev Worldwide, Inc.,
5.00%, Due 4/15/2020		330		395
8.00%, Due 11/15/2039		125		202
Coca-Cola Co.,
0.75%, Due 11/15/2013		105		105
Diageo Capital PLC,
1.50%, Due 5/11/2017		235		240
Molson Coors Brewing Co.,

See accompanying notes

12

American Beacon Balanced Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
3.50%, Due 5/1/2022	$	80	$	85
PepsiCo, Inc.,
2.50%, Due 5/10/2016		220		231
2.75%, Due 3/1/2023		370		377
SABMiller Holdings, Inc.,
4.95%, Due 1/15/2042D		300		345
				1,980
Cable/Broadcasting/Satellite - 0.60%
CBS Corp.,
3.375%, Due 3/1/2022		500		522
Comcast Corp.,
5.875%, Due 2/15/2018		485		587
6.55%, Due 7/1/2039		450		611
DIRECTV Holdings LLC.,
1.75%, Due 1/15/2018E		275		275
6.35%, Due 3/15/2040E		140		164
Thomson Reuters Corp.,
4.70%, Due 10/15/2019		150		174
Time Warner Cable, Inc.,
5.85%, Due 5/1/2017		650		757
6.75%, Due 7/1/2018		280		348
7.30%, Due 7/1/2038		35		45
Time Warner, Inc.,
4.875%, Due 3/15/2020		460		536
4.75%, Due 3/29/2021		325		377
Viacom, Inc.,
4.50%, Due 2/27/2042		450		439
				4,835
Chemicals - 0.10%
Dow Chemical Co.,
4.25%, Due 11/15/2020		210		233
4.125%, Due 11/15/2021		300		327
EI du Pont de Nemours & Co.,
2.80%, Due 2/15/2023		250		257
				817
Consumer Products - 0.06%
ConAgra Foods, Inc.,
3.20%, Due 1/25/2023		175		180
Kellogg Co.,
1.875%, Due 11/17/2016		150		154
Kraft Foods Group, Inc.,
1.625%, Due 6/4/2015		130		132
				466
Diversified Financial Services - 0.35%
American Express Co.,
4.05%, Due 12/3/2042		270		269
American Express Credit Corp.,
1.75%, Due 6/12/2015		395		404
General Electric Capital Corp.,
5.625%, Due 5/1/2018		375		446
6.00%, Due 8/7/2019		350		429
5.50%, Due 1/8/2020		690		830
5.30%, Due 2/11/2021		115		134
5.875%, Due 1/14/2038		210		254
				2,766
Electric - 0.64%
Commonwealth Edison Co.,
4.00%, Due 8/1/2020		175		199
Consolidated Edison Co. of New York, Inc.,
5.50%, Due 12/1/2039		350		443
Duke Energy Indiana, Inc.,

	Par Amount		Fair Value
	(000’s)		(000’s)
6.05%, Due 6/15/2016	$	250	$	289
EDF S.A.,
4.60%, Due 1/27/2020D		320		364
Exelon Generation Co. LLC,
5.20%, Due 10/1/2019E		170		195
6.25%, Due 10/1/2039E		190		229
MidAmerican Energy Holdings Co.,
6.125%, Due 4/1/2036		500		644
National Rural Utilities Cooperative Finance Corp.,
1.125%, Due 11/1/2013		230		231
5.45%, Due 4/10/2017		185		216
Pacific Gas & Electric Co.,
6.25%, Due 12/1/2013		175		181
Progress Energy, Inc.,
4.875%, Due 12/1/2019		350		406
Southwestern Electric Power Co.,
3.55%, Due 2/15/2022		600		636
Union Electric Co.,
6.70%, Due 2/1/2019		260		328
Westar Energy, Inc.,
6.00%, Due 7/1/2014		175		186
Xcel Energy, Inc.,
5.613%, Due 4/1/2017		434		502
				5,049
Electronics - 0.19%
Altera Corp.,
1.75%, Due 5/15/2017		150		153
Analog Devices, Inc.,
3.00%, Due 4/15/2016		225		238
Applied Materials, Inc.,
2.65%, Due 6/15/2016		235		247
Intel Corp.,
1.35%, Due 12/15/2017		300		302
3.30%, Due 10/1/2021		215		229
Koninklijke Philips Electronics N.V.,
5.75%, Due 3/11/2018		285		343
				1,512
Engineering & Construction - 0.02%
ABB Finance USA, Inc.,
2.875%, Due 5/8/2022		175		181
Healthcare - Services - 0.07%
Quest Diagnostics, Inc.,
4.75%, Due 1/30/2020		150		165
UnitedHealth Group, Inc.,
3.875%, Due 10/15/2020		325		361
				526
Healthcare - Products - 0.15%
Baxter International, Inc.,
1.85%, Due 1/15/2017		155		159
Becton Dickinson and Co.,
3.25%, Due 11/12/2020		225		243
Covidien International Finance S.A.,
2.80%, Due 6/15/2015		200		209
Medtronic, Inc.,
3.00%, Due 3/15/2015		250		262
St Jude Medical, Inc.,
2.50%, Due 1/15/2016		300		311
				1,184
Healthcare - Services - 0.15%
Humana, Inc.,

See accompanying notes

13

American Beacon Balanced Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
3.15%, Due 12/1/2022	$	325	$	327
UnitedHealth Group, Inc.,
5.375%, Due 3/15/2016		240		270
3.95%, Due 10/15/2042		155		152
WellPoint, Inc.,
4.35%, Due 8/15/2020		360		406
				1,155
Information / Data Technology - 0.62%
Apple Inc.,
2.40%, Due 5/3/2023		475		474
Hewlett-Packard Co.,
2.20%, Due 12/1/2015		325		332
4.65%, Due 12/9/2021		925		957
4.05%, Due 9/15/2022		300		305
6.00%, Due 9/15/2041		1,885		1,910
Oracle Corp.,
1.20%, Due 10/15/2017		265		267
Xerox Corp.,
5.65%, Due 5/15/2013		75		75
8.25%, Due 5/15/2014		160		172
1.110%, Due 5/16/2014F		232		232
2.95%, Due 3/15/2017		150		156
				4,880
Insurance - 0.90%
AEGON Funding Co. LLC,
5.75%, Due 12/15/2020E		350		423
American International Group, Inc.,
6.40%, Due 12/15/2020		625		782
4.875%, Due 6/1/2022		600		691
CNA Financial Corp.,
7.35%, Due 11/15/2019		255		325
Liberty Mutual Group, Inc.,
5.00%, Due 6/1/2021D		280		311
6.50%, Due 5/1/2042D		1,000		1,176
Liberty Mutual Insurance Co.,
7.875%, Due 10/15/2026D		1,500		1,957
Lincoln National Corp.,
4.75%, Due 2/15/2014		245		253
MetLife, Inc.,
6.375%, Due 6/15/2034		350		459
Prudential Financial, Inc.,
7.375%, Due 6/15/2019		300		387
Willis North America, Inc.,
6.20%, Due 3/28/2017		295		337
				7,101
Machinery - 0.15%
Caterpillar Financial Services Corp.,
1.10%, Due 5/29/2015		245		248
1.625%, Due 6/1/2017		330		337
John Deere Capital Corp.,
0.95%, Due 6/29/2015		120		121
1.30%, Due 3/12/2018		320		322
Precision Castparts Corp.,
0.70%, Due 12/20/2015		180		181
				1,209
Metals/Mining - 0.08%
BHP Billiton Finance USA Ltd.,
1.625%, Due 2/24/2017		215		220

	Par Amount		Fair Value
	(000’s)		(000’s)
Rio Tinto Finance USA Ltd.,
2.50%, Due 5/20/2016	$	230	$	241
Teck Resources Ltd.,
6.00%, Due 8/15/2040		145		152
				613
Natural Gas Distribution - 0.03%
Sempra Energy,
6.50%, Due 6/1/2016		180		209
Oil & Gas - 0.66%
Apache Corp.,
5.10%, Due 9/1/2040		170		188
BP Capital Markets PLC,
4.50%, Due 10/1/2020		295		342
2.50%, Due 11/6/2022		330		329
Canadian Natural Resources Ltd.,
3.45%, Due 11/15/2021		295		317
6.25%, Due 3/15/2038		365		454
ConocoPhillips,
6.65%, Due 7/15/2018		405		509
Devon Energy Corp.,
4.75%, Due 5/15/2042		300		309
EOG Resources, Inc.,
2.50%, Due 2/1/2016		325		341
Husky Energy, Inc.,
5.90%, Due 6/15/2014		170		179
3.95%, Due 4/15/2022		255		276
Marathon Oil Corp.,
6.00%, Due 10/1/2017		250		297
Phillips 66,
1.95%, Due 3/5/2015		195		199
4.30%, Due 4/1/2022		265		296
Pride International, Inc.,
6.875%, Due 8/15/2020		150		191
Shell International Finance BV,
0.625%, Due 12/4/2015		775		779
Valero Energy Corp.,
9.375%, Due 3/15/2019		135		186
				5,192
Oilfield Machinery / Service - 0.05%
Cameron International Corp.,
6.375%, Due 7/15/2018		135		163
Halliburton Co.,
3.25%, Due 11/15/2021		190		205
				368
Other Manufacturing - 0.14%
Cooper US, Inc.,
6.10%, Due 7/1/2017		245		290
3.875%, Due 12/15/2020		245		269
Eaton Corp PLC,
5.60%, Due 5/15/2018		205		242
Tyco Electronics Group S.A.,
1.60%, Due 2/3/2015		115		116
6.55%, Due 10/1/2017		175		210
				1,127
Other Service - 0.03%
eBay, Inc.,
1.35%, Due 7/15/2017		240		243
Other Transportation - 0.02%
United Parcel Service, Inc.,
1.125%, Due 10/1/2017		125		126

See accompanying notes

14

American Beacon Balanced Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
Pharmaceuticals - 0.38%
AbbVie, Inc.,
1.20%, Due 11/6/2015D	$	205	$	207
2.90%, Due 11/6/2022D		315		321
Cardinal Health, Inc.,
3.20%, Due 3/15/2023		250		254
Genzyme Corp.,
5.00%, Due 6/15/2020		190		227
Gilead Sciences, Inc.,
2.40%, Due 12/1/2014		245		252
GlaxoSmithKline Capital PLC,
1.50%, Due 5/8/2017		550		560
McKesson Corp.,
3.25%, Due 3/1/2016		160		171
Novartis Capital Corp.,
2.90%, Due 4/24/2015		160		168
Sanofi,
1.25%, Due 4/10/2018		385		387
4.00%, Due 3/29/2021		245		278
Teva Pharmaceutical Finance II,
3.00%, Due 6/15/2015		150		157
				2,982
Pipelines - 0.32%
Energy Transfer Partners LP,
8.50%, Due 4/15/2014C		214		229
9.00%, Due 4/15/2019C		180		240
Enterprise Products Operating LLC,
6.125%, Due 10/15/2039E		310		379
ONEOK Partners LP,
6.125%, Due 2/1/2041C		245		300
Spectra Energy Capital LLC,
5.668%, Due 8/15/2014E		190		202
5.65%, Due 3/1/2020E		315		375
Spectra Energy Partners LP,
4.60%, Due 6/15/2021C		160		174
The Williams Cos., Inc.,
3.70%, Due 1/15/2023		125		126
TransCanada PipeLines Ltd.,
7.625%, Due 1/15/2039		205		304
6.10%, Due 6/1/2040		170		222
				2,551
Railroad - 0.23%
Burlington Northern Santa Fe LLC,
7.95%, Due 8/15/2030E		235		335
5.75%, Due 5/1/2040E		170		210
Canadian National Railway Co.,
5.55%, Due 5/15/2018		350		420
CSX Corp.,
5.50%, Due 4/15/2041		325		386
Norfolk Southern Corp.,
5.75%, Due 4/1/2018		425		510
				1,861
Real Estate Investment Trusts - 0.24%
Boston Properties LP,
3.125%, Due 9/1/2023C		175		178
ERP Operating LP,
3.00%, Due 4/15/2023C		125		126
HCP, Inc.,

	Par Amount		Fair Value
	(000’s)		(000’s)
5.375%, Due 2/1/2021	$	245	$	291
Health Care REIT, Inc.,
3.625%, Due 3/15/2016		125		133
5.25%, Due 1/15/2022		170		197
Simon Property Group LP,
6.125%, Due 5/30/2018C		380		466
10.35%, Due 4/1/2019C		325		473
				1,864
Retail - 0.12%
CVS Caremark Corp.,
3.25%, Due 5/18/2015		170		179
Home Depot, Inc.,
2.70%, Due 4/1/2023		125		127
Walgreen Co.,
3.10%, Due 9/15/2022		125		127
Wal-Mart Stores, Inc.,
7.55%, Due 2/15/2030		350		514
				947
Telecom - 0.65%
America Movil SAB de CV,
6.375%, Due 3/1/2035		350		443
AT&T, Inc.,
0.80%, Due 12/1/2015		365		364
5.50%, Due 2/1/2018		275		325
5.35%, Due 9/1/2040		173		195
4.35%, Due 6/15/2045D		341		333
Cellco Partnership,
8.50%, Due 11/15/2018		220		295
Deutsche Telekom International Finance BV,
4.875%, Due 3/6/2042D		300		320
France Telecom S.A.,
4.375%, Due 7/8/2014		150		156
2.125%, Due 9/16/2015		150		154
Oi S.A.,
5.75%, Due 2/10/2022D		385		406
Rogers Communications, Inc.,
5.50%, Due 3/15/2014		225		234
Verizon Communications, Inc.,
1.95%, Due 3/28/2014		230		233
4.60%, Due 4/1/2021		380		438
3.50%, Due 11/1/2021		140		149
6.90%, Due 4/15/2038		275		366
Vodafone Group PLC,
1.625%, Due 3/20/2017		230		233
6.15%, Due 2/27/2037		365		450
				5,094
Tobacco - 0.06%
Altria Group, Inc.,
9.70%, Due 11/10/2018		95		133
4.75%, Due 5/5/2021		310		356
				489
Vehicle Parts - 0.10%
Johnson Controls, Inc.,
1.75%, Due 3/1/2014		385		389
5.00%, Due 3/30/2020		320		368
				757
Total Corporate Obligations (Cost $92,958)				101,707

See accompanying notes

15

American Beacon Balanced Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
FOREIGN GOVERNMENT OBLIGATIONS - 0.11%
Oil & Gas - 0.11%
Petrobras International Finance Co.,
3.875%, Due 1/27/2016	$	200	$	210
3.50%, Due 2/6/2017		135		141
6.875%, Due 1/20/2040		115		137
Petroleos Mexicanos,
6.00%, Due 3/5/2020		325		391
Total Foreign Government Obligations (Cost $771)				879
NON-AGENCY MORTGAGE-BACKED OBLIGATIONS - 0.77%
Banc of America Commercial Mortgage Trust,
5.317%, Due 9/10/2047, 2006-5 A2		247		248
5.634%, Due 4/10/2049, 2007-2 A2		106		109
Bear Stearns Commercial Mortgage Securities,
5.201%, Due 12/11/2038, 2006-PW14 A4		665		751
5.54%, Due 9/11/2041, 2006-PW13 A4		420		475
4.831%, Due 7/11/2042, 2004-PWR5 A4		186		188
GS Mortgage Securities Corp II,
3.679%, Due 8/10/2043, 2010-C1 A1D		339		365
3.849%, Due 12/10/2043, 2010-C2 A1D		518		558
3.645%, Due 3/10/2044, 2011-GC3 A2D		500		536
JP Morgan Chase Commercial Mortgage Securities Corp.,
4.678%, Due 7/15/2042, 2005-LDP2 A3A		113		113
3.853%, Due 6/15/2043, 2010-C1 A1D		658		695
4.388%, Due 2/15/2046, 2011-C3 A3D		550		622
4.625%, Due 3/15/2046, 2005-LDP1 A2		78		79
5.910%, Due 2/12/2049, 2007-CB19 A4		550		636
5.629%, Due 2/12/2051, 2007-CB20 A2		62		62
LB-UBS Commercial Mortgage Trust,
5.424%, Due 2/15/2040, 2007-C1 A4		500		571
Wachovia Bank Commercial Mortgage Trust,
5.919%, Due 6/15/2049, 2007-C32 A2		101		104
Total Non-Agency Mortgage-Backed Obligations (Cost $5,567)				6,112
ASSET-BACKED OBLIGATIONS - 0.27%
CNH Equipment Trust,
2.04%, Due 10/17/2016, 2011-A A4		380		388
0.94%, Due 5/15/2017, 2012 A A3		440		442
Ford Credit Auto Lease Trust,
0.60%, Due 3/15/2016, 2013-A A3		240		240
Hyundai Auto Receivables Trust,
3.15%, Due 3/15/2016, 2009-A A4		139		140

	Par Amount		Fair Value
	(000’s)		(000’s)
Nissan Auto Lease Trust,
0.58%, Due 11/16/2015, 2012 B A3	$	415	$	416
Volkswagen Auto Loan Enhanced Trust,
0.87%, Due 7/20/2015, 2012 A A3		535		538
Total Asset-Backed Obligations (Cost $2,155)				2,164
U.S. AGENCY MORTGAGE-BACKED OBLIGATIONS - 6.30%
Federal Home Loan Mortgage Corporation
4.50%, Due 3/1/2019		183		195
5.00%, Due 10/1/2020		74		79
5.00%, Due 8/1/2033		403		436
5.50%, Due 2/1/2034		367		399
5.00%, Due 3/1/2034		285		308
6.00%, Due 6/1/2034		271		302
6.00%, Due 8/1/2034		215		238
5.00%, Due 8/1/2035		259		279
5.00%, Due 9/1/2035		187		201
5.50%, Due 4/1/2037		311		336
5.50%, Due 5/1/2038		154		167
0.599%, Due 12/15/2040F		817		820
4.00%, Due 1/1/2041		956		1,021
4.50%, Due 2/1/2041		841		903
3.50%, Due 3/1/2042		479		512
4.00%, Due 3/1/2042		361		386
3.50%, Due 6/1/2042		2,464		2,621
3.50%, Due 7/1/2042		604		643
3.00%, Due 8/1/2042		970		1,012
				10,858
Federal National Mortgage Association
5.50%, Due 2/1/2014		17		18
6.00%, Due 4/1/2016		52		54
5.00%, Due 12/1/2017		160		172
4.50%, Due 9/1/2018		116		125
4.00%, Due 8/1/2020		169		181
3.50%, Due 1/1/2026		221		235
4.00%, Due 5/1/2026		1,165		1,246
3.50%, Due 1/1/2028		295		315
5.00%, Due 3/1/2034		446		486
4.50%, Due 9/1/2034		189		204
5.50%, Due 12/1/2035		121		132
5.00%, Due 2/1/2036		187		203
5.50%, Due 4/1/2036		244		267
6.00%, Due 9/1/2036		190		208
5.50%, Due 2/1/2037		288		313
5.50%, Due 6/1/2038		70		76
4.50%, Due 1/1/2040		922		994
4.00%, Due 9/1/2040		706		756
4.00%, Due 1/1/2041		1,260		1,349
4.00%, Due 2/1/2041		1,298		1,436
4.00%, Due 4/1/2041		922		1,021
4.50%, Due 4/1/2041		2,145		2,353
4.50%, Due 5/1/2041		1,437		1,581
4.50%, Due 8/1/2041		1,251		1,372
4.00%, Due 10/1/2041		1,144		1,241
4.50%, Due 10/1/2041		784		862
3.50%, Due 2/1/2042		1,362		1,460
4.00%, Due 4/1/2042		1,163		1,277
3.50%, Due 9/1/2042		839		896
3.00%, Due 1/1/2043		1,348		1,412
				22,245

See accompanying notes

16

American Beacon Balanced Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
Government National Mortgage Association
7.00%, Due 12/15/2025	$	138	$	166
6.50%, Due 8/15/2027		137		157
6.50%, Due 11/15/2027		145		167
7.50%, Due 12/15/2028		125		149
5.50%, Due 7/15/2033		324		362
6.00%, Due 12/15/2033		360		417
5.50%, Due 2/20/2034		467		517
1.692%, Due 11/16/2035, 2010-148 A		215		218
2.174%, Due 7/16/2038, 2011-147 A		1,936		2,005
6.00%, Due 10/15/2038		637		720
2.989%, Due 3/16/2039, 2010-71 AC		350		360
5.00%, Due 10/15/2039		2,390		2,676
5.50%, Due 2/15/2040		682		745
4.50%, Due 10/20/2040		962		1,071
3.50%, Due 3/15/2043		763		832
2.543%, Due 9/16/2044, 2011-96 AC		885		922
3.20%, Due 11/16/2044, 2011-92 B		2,400		2,599
6.00%, Due 5/20/2042		455		514
				14,597
National Credit Union Administration
0.600%, Due 3/11/2020, 2011 R3 1AF		1,983		1,989
Total U.S. Agency Mortgage-Backed Obligations (Cost $47,727)				49,689
U.S. TREASURY OBLIGATIONS - 4.12%
2.125%, Due 11/30/2014		2,650		2,731
2.50%, Due 3/31/2015		2,300		2,400
0.375%, Due 3/15/2015		2,060		2,066
0.25%, Due 12/15/2015		2,500		2,498
3.125%, Due 10/31/2016		1,600		1,752
0.875%, Due 1/31/2017		5,405		5,491
1.50%, Due 8/31/2018		1,500		1,560
3.625%, Due 2/15/2020		500		585
2.00%, Due 11/15/2021		985		1,030
2.00%, Due 2/15/2022		4,955		5,165
6.25%, Due 8/15/2023		800		1,147
6.875%, Due 8/15/2025		580		894
5.25%, Due 11/15/2028		450		625
4.75%, Due 2/15/2037		130		177
4.50%, Due 8/15/2039		730		969
3.125%, Due 11/15/2041		2,395		2,518
3.125%, Due 2/15/2042		800		841
Total U.S. Treasury Obligations (Cost $31,258)				32,449
U.S. AGENCY OBLIGATIONS - 3.01% (Cost $21,951)
Federal Home Loan Mortgage Corp.,
4.50%, Due 1/15/2015		22,140		23,744
MUNICIPAL OBLIGATIONS - 0.11%
Municipal Electric Authority of Georgia,
6.64%, Due 4/1/2057		70		84
6.66%, Due 4/1/2057		630		747
Total Municipal Obligations (Cost $698)				831

	Shares		Fair Value
			(000’s)
SHORT-TERM INVESTMENTS - 13.77%
American Beacon U.S. Government Money Market Select Fund, Select Class H		3,000,000	$	3,000
JPMorgan U.S. Government Money Market Fund, Capital Class		70,607,982		70,608
	Par Amount
U.S. Treasury Bill, 0.01%, Due 7/25/2013	$	17,580		17,578
U.S. Treasury Bill, 0.01%, Due 3/6/2014		17,580		17,565
Total Short-Term Investments (Cost $108,749)				108,751
TOTAL INVESTMENTS - 101.15% (Cost $674,253)				798,233
LIABILITIES, NET OF OTHER ASSETS - (1.15%)				(9,052	)
TOTAL NET ASSETS - 100.00%			$	789,181

^A  Non-income producing security.

^B  ADR - American Depositary Receipt.

^C  Limited Partnership.

^D  Security exempt from registration under the Securities Act of 1933. These securities may be resold to qualified institutional buyers pursuant to Rule 144A. At the period end, the value of these securities amounted to $16,152 or 2.05% of net assets. The Fund has no right to demand registration of these securities.

^E  Limited Liability Company.

^F  The coupon rate shown on floating or adjustable rate securities represents the rate at period end. The due date on these types of securities reflects the final maturity date.

^G  Variable rate.

^H  The Fund is affiliated by having the same investment advisor.

See accompanying notes

17

American Beacon Balanced Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

Futures Contracts Open on April 30, 2013 (000’s):

Description	Type		Number of Contracts		Expiration Date		Contract Value		Unrealized Appreciation (Depreciation)
S&P 500 Mini E Index Future		Long		442		June, 2013	$	35,188	$	250
							$	35,188	$	250

See accompanying notes

18

American Beacon Mid-Cap Value Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Shares		Fair Value
			(000’s)
COMMON STOCK - 91.41%
CONSUMER DISCRETIONARY - 14.53%
Auto Components - 2.38%
Dana Holding Corp.		55,025	$	949
Delphi Automotive PLC		59,775		2,762
				3,711
Automobiles - 0.35%
Harley-Davidson, Inc.		9,865		539
Hotels, Restaurants & Leisure - 2.53%
Darden Restaurants, Inc.		12,084		624
International Game Technology		79,600		1,349
Royal Caribbean Cruises Ltd.		53,728		1,963
				3,936
Household Durables - 1.56%
Newell Rubbermaid, Inc.		23,870		629
Stanley Black & Decker, Inc.		24,088		1,802
				2,431
Leisure Equipment & Products - 0.82%
Hasbro, Inc.		27,037		1,281
Media - 2.48%
Interpublic Group of Cos., Inc.		159,152		2,202
Omnicom Group, Inc.		27,750		1,659
				3,861
Multiline Retail - 0.40%
Dollar General Corp.A		11,998		625
Specialty Retail - 4.01%
Cabela’s, Inc.A		7,439		478
Hanesbrands, Inc.		29,600		1,485
L Brands, Inc.		25,900		1,306
PetSmart, Inc.		8,439		576
Rent-A-Center, Inc.		18,300		639
Staples, Inc.		132,775		1,757
				6,241
Total Consumer Discretionary				22,625
CONSUMER STAPLES - 3.86%
Beverages - 0.74%
Coca-Cola Enterprises, Inc.		12,864		471
Molson Coors Brewing Co., Class B		13,087		675
				1,146
Food & Drug Retailing - 0.82%
Kroger Co.		20,225		695
Sysco Corp.		16,694		582
				1,277
Food Products - 0.92%
Darling International, Inc.A		26,588		492
JM Smucker Co.		4,990		516
Tyson Foods, Inc., Class A		17,071		420
				1,428
Tobacco - 1.38%
Lorillard, Inc.		25,200		1,081
Reynolds American, Inc.		22,800		1,082
				2,163
Total Consumer Staples				6,014

	Shares		Fair Value
			(000’s)
ENERGY - 3.76%
Energy Equipment & Services - 1.13%
Baker Hughes, Inc.		21,500	$	975
McDermott International, Inc.A		41,726		446
Nabors Industries Ltd.		22,359		331
				1,752
Oil & Gas - 2.63%
EQT Corp.		8,071		606
Newfield Exploration Co.A		23,598		514
Pioneer Natural Resources Co.		5,929		725
Range Resources Corp.		6,010		442
Seadrill Ltd.		25,800		993
Spectra Energy Corp.		25,881		816
				4,096
Total Energy				5,848
FINANCIALS - 25.05%
Banks - 7.41%
Comerica, Inc.		41,112		1,490
Fifth Third Bancorp		131,068		2,232
First Niagara Financial Group, Inc.		79,700		758
Hancock Holding Co.		18,065		493
KeyCorp		117,950		1,176
New York Community Bancorp, Inc.		97,400		1,320
People’s United Financial, Inc.		72,000		948
Regions Financial Corp.		89,400		759
SunTrust Banks, Inc.		24,900		728
Synovus Financial Corp.		160,000		430
TCF Financial Corp.		35,722		520
Zions Bancorporation		27,991		689
				11,543
Diversified Financials - 5.00%
Ameriprise Financial, Inc.		22,165		1,652
Capital One Financial Corp.		19,300		1,115
Discover Financial Services		31,000		1,356
Invesco Ltd.		56,100		1,781
SLM Corp.		60,500		1,249
Towers Watson & Co., Class AB		8,619		628
				7,781
Insurance - 10.13%
Allstate Corp.		16,213		799
Assurant, Inc.		41,700		1,982
Axis Capital Holdings Ltd.		23,150		1,033
Chubb Corp.		8,200		722
Endurance Specialty Holdings Ltd.		12,618		618
PartnerRe Ltd.		7,344		693
Primerica, Inc.		26,450		898
Protective Life Corp.		27,625		1,051
Reinsurance Group of America, Inc.		10,529		659
Renaissancere Holdings Ltd.		15,500		1,455
Torchmark Corp.		15,437		958
Unum Group		27,896		778
Validus Holdings Ltd.		10,943		423
Willis Group Holdings PLC		57,347		2,276
XL Group PLC		45,700		1,423
				15,768
Real Estate - 2.51%
Digital Realty Trust, Inc.C		11,661		822
Hospitality Properties TrustC		55,350		1,628
Host Hotels & Resorts LPC D		37,440		684

See accompanying notes

19

American Beacon Mid-Cap Value Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Shares		Fair Value
			(000’s)
Liberty Property TrustC		17,927	$	771
				3,905
Total Financials				38,997
HEALTH CARE - 8.64%
Biotechnology - 0.31%
Charles River Laboratories International, Inc.A		11,222		488
Health Care Equipment & Supplies - 2.64%
Becton Dickinson and Co.		17,350		1,635
CareFusion Corp.A		21,166		708
Patterson Cos., Inc.		11,187		425
St. Jude Medical, Inc.		32,700		1,348
				4,116
Health Care Providers & Services - 5.69%
Aetna, Inc.		8,525		490
AmerisourceBergen Corp.		8,818		477
Cardinal Health, Inc.		33,000		1,459
Cigna Corp.		20,700		1,370
Laboratory Corp. of America HoldingsA		15,150		1,414
Mednax, Inc.A		7,291		647
Omnicare, Inc.		33,600		1,471
Quest Diagnostics, Inc.		10,992		619
WellCare Health Plans, Inc.A		15,600		910
				8,857
Total Health Care				13,461
INDUSTRIALS - 15.20%
Aerospace & Defense - 2.70%
Curtiss-Wright Corp.		42,750		1,404
Exelis, Inc.		58,600		655
L-3 Communications Holdings, Inc.		26,475		2,151
				4,210
Building Products - 2.20%
Fortune Brands Home & Security, Inc.		12,250		446
Masco Corp.		105,750		2,056
Owens CorningA		22,025		926
				3,428
Commercial Services & Supplies - 1.64%
Cintas Corp.		13,510		606
Con-way, Inc.		37,325		1,261
DeVry, Inc.		24,725		693
				2,560
Construction & Engineering - 1.99%
AECOM Technology Corp.A		32,100		933
Fluor Corp.		11,317		645
URS Corp.		34,600		1,520
				3,098
Electrical Equipment - 2.09%
Brady Corp., Class A		43,950		1,489
Molex, Inc.		63,821		1,760
				3,249
Machinery - 4.20%
Dover Corp.		8,768		605
Flowserve Corp.		3,167		501
ITT Corp.		29,200		806
Parker Hannifin Corp.		7,055		625
Pentair Ltd.		28,900		1,570
SPX Corp.		17,800		1,326

	Shares		Fair Value
			(000’s)
Xylem, Inc.		39,977	$	1,109
				6,542
Marine - 0.38%
Golar LNG Ltd.		17,500		585
Total Industrials				23,672
INFORMATION TECHNOLOGY - 10.31%
Communications Equipment - 1.19%
Anixter International, Inc.		17,100		1,227
Juniper Networks, Inc.A		38,119		631
				1,858
Electronic Equipment & Instruments - 4.73%
Avnet, Inc.A		63,925		2,094
Diebold, Inc.		24,748		725
Eaton Corp PLC		16,500		1,013
Ingram Micro, Inc., Class AA		91,700		1,633
TE Connectivity Ltd.		35,025		1,525
Vishay Intertechnology, Inc.A		26,195		368
				7,358
IT Consulting & Services - 1.02%
Fidelity National Information Services, Inc.		18,705		787
Total System Services, Inc.		33,900		800
				1,587
Semiconductor Equipment & Products - 1.04%
Microchip Technology, Inc.		44,500		1,621
Software - 2.33%
Adobe Systems, Inc.A		9,557		431
CA, Inc.		57,300		1,545
Symantec Corp.		27,954		679
Synopsys, Inc.A		27,576		981
				3,636
Total Information Technology				16,060
MATERIALS - 4.56%
Chemicals - 2.35%
Air Products & Chemicals, Inc.		6,834		594
Albemarle Corp.		7,218		442
Rockwood Holdings, Inc.		31,917		2,071
Scotts Miracle-Gro Co., Class A		12,120		550
				3,657
Containers & Packaging - 1.01%
Greif, Inc., Class A		11,232		541
Owens-Illinois, Inc.A		18,311		481
Silgan Holdings, Inc.		11,423		547
				1,569
Metals & Mining - 1.20%
Allegheny Technologies, Inc.		24,434		659
Compass Minerals International, Inc.		8,662		750
Nucor Corp.		10,681		466
				1,875
Total Materials				7,101
UTILITIES - 5.50%
Electric Utilities - 3.40%
CenterPoint Energy, Inc.		38,500		950
Edison International		9,299		500
Entergy Corp.		15,950		1,136
Great Plains Energy, Inc.		37,415		903

See accompanying notes

20

American Beacon Mid-Cap Value Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Shares		Fair Value
			(000’s)
Pinnacle West Capital Corp.		13,200	$	804
Portland General Electric Co.		12,662		408
TECO Energy, Inc.		31,200		597
				5,298
Gas Utilities - 0.81%
AGL Resources, Inc.		18,820		825
ONEOK, Inc.		8,600		442
				1,267
Multi-Utilities - 1.29%
SCANA Corp.		9,630		522
Xcel Energy, Inc.		46,614		1,482
				2,004
Total Utilities				8,569
Total Common Stock (Cost $121,695)				142,347
SHORT-TERM INVESTMENTS - 8.02% (Cost $12,497)
JPMorgan U.S. Government Money Market Fund, Capital Class		12,497,092		12,497
TOTAL INVESTMENTS - 99.43% (Cost $134,192)				154,844
OTHER ASSETS, NET OF LIABILITIES - 0.57%				886
TOTAL NET ASSETS - 100.00%			$	155,730

Percentages are stated as a percent of net assets.

^A  Non-income producing security.

^B  Security exempt from registration under the Securities Act of 1933. These securities may be resold to qualified institutional buyers pursuant to Rule 144A. At the period end, the value of these securities amounted to $628 or 0.40% of net assets. The Fund has no right to demand registration of these securities.

^C  REIT - Real Estate Investment Trust.

^D  Limited Partnership.

Futures Contracts Open on April 30, 2013 (000’s):

Description	Type		Number of Contracts		Expiration Date		Contract Value		Unrealized Appreciation (Depreciation)
S&P 400 Midcap E Index Future		Long		100		June, 2013	$	11,577	$	11,577
							$	261	$	261

See accompanying notes

21

American Beacon Small Cap Value II Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Shares		Fair Value
			(000’s)
COMMON STOCK - 94.32%
CONSUMER DISCRETIONARY - 10.61%
Auto Components - 1.52%
Dana Holding Corp.		1,565	$	27
Fuel Systems Solutions, Inc.A		2,115		33
				60
Hotels, Restaurants & Leisure - 0.74%
Monarch Casino & Resort, Inc.A		965		12
Ruby Tuesday, Inc.A		1,730		17
				29
Household Durables - 0.63%
Helen of Troy Ltd.A		720		25
Media - 1.35%
John Wiley & Sons, Inc., Class A		430		16
Madison Square Garden Co., Class AA		602		37
				53
Specialty Retail - 5.48%
Aeropostale, Inc.A		1,782		26
Buckle, Inc.		468		23
Children’s Place Retail Stores, Inc.A		367		18
Citi Trends, Inc.A		2,835		33
Finish Line Inc., Class A		1,491		29
Genesco, Inc.A		435		27
Men’s Wearhouse, Inc.		1,237		41
West Marine, Inc.A		1,588		19
				216
Textiles & Apparel - 0.89%
Maidenform Brands, Inc.A		745		13
RG Barry Corp.		1,000		14
Rocky Brands, Inc.A		527		8
				35
Total Consumer Discretionary				418
CONSUMER STAPLES - 4.52%
Beverages - 1.37%
Cott Corp.		3,081		34
National Beverage Corp.		1,390		20
				54
Food & Drug Retailing - 1.68%
Andersons, Inc.		909		49
Casey’s General Stores, Inc.		285		17
				66
Food Products - 1.17%
Cal-Maine Foods, Inc.		385		16
Darling International, Inc.A		1,602		30
				46
Household Products - 0.30%
Spectrum Brands Holdings, Inc.		210		12
Total Consumer Staples				178
ENERGY - 7.75%
Energy Equipment & Services - 5.46%
Atwood Oceanics, Inc.A		415		20
C&J Energy Services, Inc.A		660		13
Cal Dive International, Inc.A B		11,493		19
Hornbeck Offshore Services, Inc.A		714		32
Patterson-UTI Energy, Inc.		1,307		28
Superior Energy Services, Inc.A		1,456		41

	Shares		Fair Value
			(000’s)
Tetra Technologies, Inc.A		3,387	$	31
Unit Corp.A		735		31
				215
Oil & Gas - 2.29%
Natural Gas Services Group, Inc.A		1,234		25
Stone Energy Corp.A		1,430		27
Triangle Petroleum Corp.A		2,833		16
Vaalco Energy, Inc.		3,222		22
				90
Total Energy				305
FINANCIALS - 26.21%
Banks - 8.97%
Bancorp, Inc.A		1,878		24
Bank of Marin Bancorp		489		19
BBCN Bancorp, Inc.		1,415		18
Boston Private Financial Holdings, Inc.		1,715		17
Bryn Mawr Bank Corp.		805		19
C&F Financial Statutory Trust IB		495		20
Cardinal Financial Corp.		1,233		19
Dime Community Bancshares, Inc.		910		13
Eagle Bancorp, Inc.A		831		19
First Defiance Financial Corp.		605		14
FirstMerit Corp.		810		14
Hancock Holding Co.		725		20
Hanmi Financial Corp.A		798		12
Horizon Bancorp		1,237		24
Investors Bancorp, Inc.		1,040		21
Prosperity Bancshares, Inc.		667		31
StellarOne Corp.		1,378		21
ViewPoint Financial Group, Inc.		719		13
Washington Federal, Inc.		901		15
				353
Diversified Financials - 3.94%
Cash America International, Inc.		290		13
CBIZ, Inc.A		2,865		19
ConnectOne Bancorp, Inc.A		436		13
GFI Group, Inc.		3,921		16
National Financial Partners Corp.A		1,511		37
Nicholas Financial, Inc.		1,240		18
Pacific Continental Corp.		1,514		17
Piper Jaffray CosA		641		22
				155
Insurance - 6.09%
American Equity Investment Life Holding Co.		1,875		29
Aspen Insurance Holdings Ltd.		600		23
Enstar Group Ltd.A B		105		13
Investors Title Co.		200		14
Montpelier Re Holdings Ltd.		635		16
Primerica, Inc.		735		25
ProAssurance Corp.		600		29
Protective Life Corp.		1,570		60
Tower Group International Ltd.		1,621		31
				240
Real Estate - 7.21%
Alexander & Baldwin, Inc.A		872		30
BioMed Realty Trust, Inc.C		1,207		27
Chatham Lodging TrustC		760		14
DiamondRock Hospitality Co.C		2,938		29
DuPont Fabros Technology LPD		762		19

See accompanying notes

22

American Beacon Small Cap Value II Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Shares		Fair Value
			(000’s)
Forestar Group, Inc.A		806	$	17
Franklin Street Properties Corp.C		1,630		25
Hospitality Properties TrustC		730		21
KKR Financial Holdings LLCE		2,330		25
LaSalle Hotel PropertiesC		859		22
Pebblebrook Hotel TrustC		500		14
PS Business Parks, Inc.C		261		21
Summit Hotel Properties, Inc.C		1,965		20
				284
Total Financials				1,032
HEALTH CARE - 4.85%
Biotechnology - 0.58%
RTI Biologics, Inc.A		5,709		23
Health Care Equipment & Supplies - 1.12%
CONMED Corp.		858		27
Hillenbrand, Inc.		670		17
				44
Health Care Providers & Services - 3.15%
Ensign Group, Inc.		785		27
Health Net, Inc.A		450		13
Magellan Health Services, Inc.A		1,148		58
US Physical Therapy, Inc.		530		13
WellCare Health Plans, Inc.A		215		13
				124
Total Health Care				191
INDUSTRIALS - 19.15%
Aerospace & Defense - 1.22%
LMI Aerospace, Inc.A		765		16
Sparton Corp.		1,315		19
Triumph Group, Inc.		165		13
				48
Building Products - 1.52%
Crane Co.		880		47
Universal Forest Products, Inc.		327		13
				60
Commercial Services & Supplies - 3.54%
Brink’s Co.		638		17
Iconix Brand Group, Inc.A		1,168		34
Koppers Holdings, Inc.		605		27
Layne Christensen Co.A		1,196		24
TAL International Group, Inc.		310		13
United Stationers Supply Co.		740		24
				139
Construction & Engineering - 3.36%
EMCOR Group, Inc.		1,150		43
Granite Construction, Inc.		840		23
MasTec, Inc.A		1,423		40
URS Corp.		590		26
				132
Diversified Manufacturing - 1.07%
Barnes Group, Inc.		1,505		42
Electrical Equipment - 1.90%
General Cable Corp.A		800		28
GrafTech International Ltd.A		3,544		25
Powell Industries, Inc.A		450		22
				75

	Shares		Fair Value
			(000’s)
Industrial Conglomerates - 1.32%
Teleflex, Inc.		439	$	34
US Ecology, Inc.		665		18
				52
Machinery - 2.89%
Astec Industries, Inc.		589		19
CIRCOR International, Inc.		526		25
EnPro Industries, Inc.A		483		24
John Bean Technologies Corp.		720		15
Titan International, Inc.		1,409		31
				114
Marine - 0.48%
CAI International, Inc.A		750		19
Road & Rail - 1.85%
Marten Transport Ltd.		981		20
Old Dominion Freight Line, Inc.A		1,050		40
Ryder System, Inc.		220		13
				73
Total Industrials				754
INFORMATION TECHNOLOGY - 12.57%
Communications Equipment - 1.14%
Anixter International, Inc.		275		20
Polycom, Inc.A		2,380		25
				45
Computers & Peripherals - 0.71%
Mercury Systems, Inc.A		3,583		28
Electronic Equipment & Instruments - 4.72%
Electro Scientific Industries, Inc.		2,337		25
Itron, Inc.A		605		24
Methode Electronics, Inc.		470		7
MTS Systems Corp.		475		29
Tech Data Corp.A		565		26
Tronox Ltd., Class A		975		20
Vishay Intertechnology, Inc.A		3,864		55
				186
Internet Software & Services - 0.99%
Keynote Systems, Inc.		1,876		21
Netgear, Inc.A		449		13
Perficient, Inc.A		439		5
				39
Semiconductor Equipment & Products - 5.01%
Entegris, Inc.A		1,965		19
Kulicke & Soffa Industries, Inc.A		3,511		40
Omnivision Technologies, Inc.A		2,007		27
Photronics, Inc.A		9,724		76
Rubicon Technology, Inc.A		4,803		35
				197
Total Information Technology				495
MATERIALS - 6.70%
Chemicals - 5.12%
Cabot Corp.		1,141		44
Innophos Holdings, Inc.		590		30
KMG Chemicals, Inc.		785		14
Olin Corp.		510		12
OM Group, Inc.A		1,400		34
RPM International, Inc.		1,000		32
Sensient Technologies Corp.		430		17

See accompanying notes

23

American Beacon Small Cap Value II Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Shares		Fair Value
			(000’s)
Stepan Co.		325	$	19
				202
Metals & Mining - 0.89%
RTI International Metals, Inc.A		784		23
Stillwater Mining Co.A		971		12
				35
Paper & Forest Products - 0.69%
Schweitzer-Mauduit International, Inc.		670		27
Total Materials				264
TELECOMMUNICATION SERVICES - 0.33%
NII Holdings, Inc.A		1,546		13
UTILITIES - 1.63%
Electric Utilities - 1.07%
El Paso Electric Co.		680		26
Portland General Electric Co.		500		16
				42
Gas Utilities - 0.56%
Laclede Group, Inc.		475		22
Total Utilities				64
Total Common Stock (Cost $3,280)				3,714
SHORT-TERM INVESTMENTS - 6.09% (Cost $240)
JPMorgan U.S. Government Money Market Fund, Capital Class		240,306		240
TOTAL INVESTMENTS - 100.41% (Cost $3,520)				3,954
LIABILITIES, NET OF OTHER ASSETS - (0.41%)				(16	)
TOTAL NET ASSETS - 100.00%			$	3,938

Percentages are stated as a percent of net assets.

^A  Non-income producing security.

^B Security exempt from registration under the Securities Act of 1933. These securities may be resold to qualified institutional buyers pursuant to Rule 144A. At the period end, the value of these securities amounted to $52 or 1.33% of net assets. The Fund has no right to demand registration of these securities.

^C  REIT - Real Estate Investment Trust.

^D  Limited Partnership.

^E  Limited Liability Company.

See accompanying notes

24

American Beacon Small Cap Value II Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

Futures Contracts Open on April 30, 2013 (000’s):

Description	Type		Number of Contracts		Expiration Date		Contract Value		Unrealized Appreciation (Depreciation)
Russell 2000 Mini Index Future		Long		2		June, 2013	$	189	$	4
							$	189	$	4

See accompanying notes

25

American Beacon Funds^SM

Statements of Assets and Liabilities

April 30, 2013 (Unaudited) (in thousands except share and per share amounts)

	Balanced Fund			Mid-Cap Value Fund		Small Cap Value II Fund
Assets:
Investments in unaffiliated securities, at fair value A	$	795,233		$	154,844	$	3,954
Investments in affiliated securities, at fair value B		3,000			—		—
Deposit with brokers for futures contracts		581			380		10
Receivable for investments sold		748			644		11
Receivable for variation margin on open futures contracts		19			102		1
Dividends and interest receivable		2,050			92		1
Receivable for fund shares sold		10,230			741		—
Receivable for tax reclaims		6			1		—
Receivable for expense reimbursement (Note 2)		—			2		6
Prepaid expenses		41			38		12
Total assets		811,908			156,844		3,995
Liabilities:
Payable for investments purchased		21,912			753		29
Payable for fund shares redeemed		111			57		—
Management and investment advisory fees payable		453			242		7
Administrative service and service fees payable		92			19		2
Transfer agent fees payable		30			2		1
Custody and fund accounting fees payable		10			2		—
Professional fees payable		30			19		12
Trustee fees payable		18			2		—
Payable for prospectus and shareholder reports		66			17		6
Other liabilities		5			1		—
Total liabilities		22,727			1,114		57
Net Assets	$	789,181		$	155,730	$	3,938
Analysis of Net Assets:
Paid-in-capital		670,718			130,665		3,243
Undistributed net investment income		100			393		2
Accumulated net realized gain (loss)		(5,867	)		3,759		255
Unrealized appreciation of investments and futures contracts		124,230			20,913		438
Net assets	$	789,181		$	155,730	$	3,938
Shares outstanding at no par value (unlimited shares authorized):
Institutional Class		3,377,869			3,592,374		N/A
Y Class		218,995			58,640		161,054
Investor Class		6,739,324			523,865		161,639
Advisor Class		363,353			42,286		N/A
A Class		315,808			38,504		N/A
C Class		389,135			31,882		N/A
AMR Class		42,724,729			8,323,253		N/A
Net assets (not in thousands):
Institutional Class	$	52,008,116		$	44,343,044	$	N/A
Y Class	$	3,384,404		$	720,426	$	1,969,754
Investor Class	$	95,367,445		$	6,539,819	$	1,968,261
Advisor Class	$	5,368,950		$	513,905	$	N/A
A Class	$	4,469,192		$	468,639	$	N/A
C Class	$	5,569,699		$	381,872	$	N/A
AMR Class	$	623,012,964		$	102,762,768	$	N/A

See accompanying notes

26

American Beacon Funds^SM

Statements of Assets and Liabilities

April 30, 2013 (Unaudited) (in thousands except share and per share amounts)

	Balanced Fund		Mid-Cap  Value Fund		Small Cap Value II Fund
Net asset value, offering and redemption price per share:
Institutional Class	$	15.40	$	12.34		N/A
Y Class	$	15.45	$	12.29	$	12.23
Investor Class	$	14.15	$	12.48	$	12.18
Advisor Class	$	14.78	$	12.15		N/A
A Class	$	14.15	$	12.17		N/A
A Class (offering price)	$	15.01	$	12.91		N/A
C Class	$	14.31	$	11.98		N/A
AMR Class	$	14.58	$	12.35		N/A
A        Cost of investments in unaffiliated securities	$	671,253	$	134,192	$	3,520
B        Cost of investments in affiliated securities	$	3,000	$	—	$	—

See accompanying notes

27

American Beacon Funds^SM

Statements of Operations

For the Six Months ended April 30, 2013 (Unaudited) (in thousands)

	Balanced Fund		Mid-Cap Value Fund			Small Cap Value II Fund
Investment Income:
Dividend income from unaffiliated securities (net of foreign taxes) A	$	6,553	$	1,408		$	33
Dividend income from affiliated securities		1		—			—
Interest income		3,793		—			—
Total investment income		10,347		1,408			33
Expenses:
Management and investment advisory fees (Note 2)		828		353			11
Administrative service fees (Note 2):
Institutional Class		67		58			—
Y Class		4		1			3
Investor Class		140		8			3
Advisor Class		6		1			—
A Class		8		1			—
C Class		9		1			—
AMR Class		148		20			—
Transfer agent fees:
Institutional Class		7		2			—
Investor Class		8		1			1
A Class		1		—			—
AMR Class		17		2			—
Custody and fund accounting fees		48		12			3
Professional fees		35		21			13
Registration fees and expenses		41		32			22
Service fees (Note 2):
Y Class		1		—			1
Investor Class		156		6			3
Advisor Class		5		1			—
A Class		3		—			—
C Class		3		—			—
Distribution fees (Note 2):
Advisor Class		5		1			—
A Class		5		—			—
C Class		22		1			—
Prospectus and shareholder report expenses		40		10			6
Trustee fees		35		6			—
Other expenses		27		10			1
Total expenses		1,669		548			67
Net fees waived and expenses reimbursed (Note 2)		—		(8	)		(44	)
Net expenses		1,669		540			23
Net investment income		8,678		868			10
Realized and unrealized gain (loss) from investments:
Net realized gain (loss) from:
Investments		23,364		3,852			231
Commission recapture (Note 3)		33		7			—
Futures contracts		3,503		630			24
Change in net unrealized appreciation or (depreciation) of:
Investments		42,354		17,392			275
Futures contracts		840		296			7
Net gain from investments		70,094		22,177			537
Net increase in net assets resulting from operations	$	78,772	$	23,045		$	547
A Foreign taxes	$	48	$	—		$	—

See accompanying notes

28

American Beacon Funds^SM

Statement of Changes in Net Assets (in thousands)

	Balanced Fund						Mid-Cap Value Fund						Small Cap Value II Fund
	Six Months Ended April 30, 2013			Year Ended October 31, 2012			Six Months Ended April 30, 2013			Year Ended October 31, 2012			Six Months Ended April 30, 2013			From Nov. 15, to Oct. 31, 2012
	(unaudited)						(unaudited)						(unaudited)
Increase (Decrease) in Net Assets:
Operations:
Net investment income	$	8,678		$	23,022		$	868		$	2,075		$	10		$	7
Net realized gain from investments and futures contracts		26,900			31,933			4,489			16,482			255			47
Change in net unrealized appreciation or (depreciation) from investments and futures contracts		43,194			56,120			17,688			(4,428	)		282			155
Net increase in net assets resulting from operations		78,772			111,075			23,045			14,129			547			209
Distributions to Shareholders:
Net investment income:
Institutional Class		(488	)		(887	)		(657	)		(451	)		—			—
Y Class		(29	)		(71	)		(13	)		(1	)		(5	)		(1	)
Investor Class		(977	)		(2,133	)		(35	)		(14	)		(4	)		(2	)
Advisor Class		(49	)		(50	)		(8	)		—			—			—
A Class		(39	)		(52	)		(4	)		(1	)		—			—
C Class		(35	)		(41	)		(5	)		—			—			—
AMR Class		(6,686	)		(22,506	)		(1,435	)		(788	)		—			—
Net realized gain from investments:
Institutional Class		(909	)		—			(1,547	)		—			—			—
Y Class		(61	)		—			(29	)		—			(24	)		—
Investor Class		(2,087	)		—			(182	)		—			(24	)		—
Advisor Class		(56	)		—			(19	)		—			—			—
A Class		(85	)		—			(11	)		—			—			—
C Class		(94	)		—			(11	)		—			—			—
AMR Class		(12,494	)		—			(3,149	)		—			—			—
Tax Return of Colateral:
Y Class		—			—			—			—			(2	)		—
Investor Class		—			—			—			—			(3	)		—
Net distributions to shareholders		(24,089	)		(25,740	)		(7,105	)		(1,255	)		(62	)		(3	)
Capital Share Transactions:
Proceeds from sales of shares		97,538			342,622			42,085			121,566			58			3,124
Reinvestment of dividends and distributions		23,947			25,648			7,070			1,252			62			3
Cost of shares redeemed		(239,708	)		(455,877	)		(25,536	)		(112,269	)		—			—
Redemption fees		—			—			35			285			—			—
Net increase (decrease) in net assets from capital share transactions		(118,223	)		(87,607	)		23,654			10,834			120			3,127
Net increase (decrease) in net assets		(63,540	)		(2,272	)		39,594			23,708			605			3,333
Net Assets:
Beginning of period		852,721			854,993			116,136			92,428			3,333			—
End of Period *	$	789,181		$	852,721		$	155,730		$	116,136		$	3,938		$	3,333
*Includes undistributed net investment income (loss) of	$	100		$	(955	)	$	393		$	1,685		$	2		$	3

See accompanying notes

29

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

1. Organization and Significant Accounting Policies

American Beacon Funds (the “Trust”), which is comprise of twenty-four Funds, is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, (the “Act”) as a diversified, open-end management investment company. These financial statements and notes to the financial statements relate to the American Beacon Balanced Fund, the American Beacon Mid-Cap Value Fund, and the American Beacon Small Cap Value II Fund (each a “Fund” and collectively, the “Funds”), each a series of the Trust.

American Beacon Advisors, Inc. (the “Manager”), is a wholly-owned subsidiary of Lighthouse Holdings, Inc., and was organized in 1986 to provide business management, advisory, administrative and asset management consulting services to the Trust and other investors.

Class Disclosure

Each Fund has multiple classes of shares designed to meet the needs of different groups of investors. The following table sets forth the differences amongst the classes:

Class:	Offered to:
Institutional Class	Investors making an initial investment of $250,000
Y Class	Investors making an initial investment of $100,000
Investor Class	General public and investors investing through an intermediary
Advisor Class	Investors investing through an intermediary
A Class	General public and investors investing through an intermediary with applicable sales charges
C Class	General public and investors investing through an intermediary with applicable sales charges
AMR Class	Investors in the tax-exempt retirement and benefit plans of the Manager, AMR Corporation and its affiliates

Each class offered by the Trust has equal rights as to assets and voting privileges. Income and non-class specific expenses are allocated daily to each class on the basis of the relative net assets. Realized and unrealized capital gains and losses of each class are allocated daily based on the relative net assets of each class of the respective Fund. Class specific expenses, where applicable, currently include administrative service fees, service fees, and distribution fees and vary amongst the classes as described more fully in Note 2.

New Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-11 Disclosures About Offsetting Assets and Liabilities. The amendments in this ASU require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The ASU is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The guidance requires retrospective application for all comparative periods presented. Management is currently evaluating the impact ASU 2011-11 will have on the financial statement disclosures.

2. Transactions with Affiliates

Management Agreement

The Trust and the Manager are parties to a Management Agreement that obligates the Manager to provide or oversee the provision of all investment advisory, fund management, and securities lending services. Investment assets of the Funds are managed by multiple investment advisors which have entered into separate investment advisory agreements with the Manager. As compensation for performing the duties required under the Management Agreement, the Manager receives from the Funds an annualized fee equal to 0.05% of the average daily net assets plus amounts paid by the Manager to the unaffiliated investment advisors hired by the

30

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

Manager to direct investment activities for the Funds. Management fees paid by the Funds during the six months ended April 30, 2013 were as follows (in thousands):

	Management Fee Rate			Management Fee		Amounts paid to Investment Advisors		Net Amounts Retained by Manager
Balanced		0.22	%	$	828	$	642	$	186
Mid-Cap Value		0.55	%		353		321		32
Small Cap Value II		0.60	%		11		10		1

Administrative Services Agreement”

The Manager and the Trust entered into an Administrative Services Agreement which obligates the Manager to provide or oversee administrative services to the Funds. As compensation for performing the duties required under the Administrative Services Agreement, the Manager receives an annualized fee of 0.30% of the average daily net assets of the Institutional, Y, Investor, and Advisor Classes of the Funds and 0.40% of the average daily net assets of the A and C Classes, and 0.05% of the average daily net assets of the AMR Class of each of the Funds.

Distribution Plans

The Funds, except for the Advisor, A, and C Classes of the Funds, have adopted a “defensive” Distribution Plan (the “Plan”) in accordance with Rule 12b-1 under the Act, pursuant to which no fees may be charged to the Funds for distribution purposes. However, the Plan authorizes the management and administrative service fees received by the Manager and the investment advisors hired by the Manager to be used for distribution purposes. Under this Plan, the Funds do not intend to compensate the Manager or any other party, either directly or indirectly, for the distribution of Funds’ shares.

Separate Distribution Plans (the “Distribution Plans”) have been adopted pursuant to Rule 12b-1 under the Act for the Advisor, A, and C Classes of the Funds. Under the Distribution Plans, as compensation for distribution assistance, the Manager receives an annual fee of 0.25% of the average daily net assets of the Advisor and A Classes, and 1.00% of the average daily net assets of the C Class. The fee will be payable without regard to whether the amount of the fee is more or less than the actual expenses incurred in a particular month by the Manager for distribution assistance.

Service Plans

The Manager and the Trust entered into Service Plans that obligate the Manager to oversee additional shareholder servicing of the Y, Investor, Advisor, A, and C Classes. As compensation for performing the duties required under the Service Plans, the Manager receives an annualized fee of 0.10% of the average daily net assets of the Y Class, 0.15% of the average daily net assets of the A and C Classes, 0.25% of the average daily net assets of the Advisor Class, and up to 0.375% of the average daily net assets of the Investor Class of the Funds.

Investment in Affiliated Funds

The Funds may invest in the American Beacon Money Market Select Fund or the U.S. Government Money Market Select Fund (the “USG Select Fund”) (collectively, the “Select Funds”). The Select Funds and the Funds have the same investment advisor and therefore, are considered to be affiliated. The Manager serves as investment advisor to the Select Funds and receives from the Select Funds an annualized fee up to 0.09% of the average daily net assets of the Select Fund. During the six months ended April 30, 2013, the Manager earned $1,411 from the Balanced Fund’s investment in the Select Funds.

31

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

Interfund Lending Program

Pursuant to an exemptive order issued by the Securities and Exchange Commission (“SEC”), the Funds, along with other registered investment companies having management contracts with the Manager, may participate in an interfund lending program. This program provides an alternative credit facility allowing the Funds to borrow from other participating Funds. During the six months ended April 30, 2013, the Funds did not participate in the lending program.

Expense Reimbursement Plan

The Manager contractually agreed to reimburse the following Funds to the extent that total annual fund operating expenses exceeded the Funds’ expense cap. For the period ended April 30, 2013, the Manager waived or reimbursed expenses as follows:

		Expense Cap
Fund	Class	11/1/12 to 2/28/13			3/1/13 to 4/30/13	Waived or Reimbursed Expenses		Expiration
Balanced	Y		0.70	%	N/A	$	14	2016
Balanced	A		1.10	%*	1.10%		239	2016
Balanced	C		1.85	%	N/A		59	2016
Mid-Cap Value	Institutional		0.98	%	0.98%		5,978	2016
Mid-Cap Value	Y		1.08	%	1.08%		158	2016
Mid-Cap Value	Investor		1.23	%	1.23%		1,801	2016
Mid-Cap Value	Advisor		1.49	%	1.49%		377	2016
Mid-Cap Value	A		1.49	%	1.49%		57	2016
Mid-Cap Value	C		2.24	%	2.24%		54	2016
Small Cap Value II	Y		1.09	%	1.09%		21,730	2016
Small Cap Value II	Investor		1.37	%	1.37%		21,888	2016

* Voluntary Reimbursement

Of these amounts, $12, $2,027, and $6,149 was receivable from the Manager at April 30, 2013 for the Balanced, Mid-Cap Value, and Small Cap Value II Funds, respectively. The Funds have adopted an Expense Reimbursement Plan whereby the Manager may seek repayment of fees waived or expenses reimbursed for a period of up to three years. However, reimbursement will occur only if the Class’ average net assets have grown or expenses have declined sufficiently to allow reimbursement without causing its expense ratio to exceed the previously agreed upon contractual expense limit. The reimbursed expenses above will expire in 2016. The carryover of excess expenses potentially reimbursable to the Manager are as follows:

Fund	Recovered Expenses		Excess Expense Carryover		Expiration of Reimbursed  Expenses
Balanced	$	—	$	5,860	2014
Balanced		—		1,232	2015
Mid-Cap Value		—		8,658	2013
Mid-Cap Value		—		57,024	2014
Mid-Cap Value		—		36,006	2015
Small Cap Value II		—		118,169	2015

Of the above amounts, $7,973 expired in the six months ended April 30, 2013 for the Mid-Cap Value Fund. The Funds have not recorded a liability for potential reimbursements, due to the current assessment that a reimbursement is unlikely.

Sales Commissions

The Funds’ distributor, Foreside Fund Services, LLC (“Foreside”) may receive a portion of A Class sales charges from broker dealers and it may be used to offset distribution related expenses. During the six months ended April 30, 2013, Foreside collected $8,133 and $1,478 for the Balanced and Mid-Cap Value Funds, respectively, from the sale of Class A shares.

32

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

A contingent deferred sales charge (“CDSC”) of 1.00% will be deducted with respect to Class C Shares redeemed within 12 months of purchase, unless waived as discussed in the Prospectus. Any applicable CDSC will be 1.00% of the lesser of the original purchase price or the value of the redemption of the Class C Shares redeemed. During the six months ended April 30, 2013 CDSC fees of $701 were collected from the Balanced Fund.

3. Security Valuation and Fair Value Measurements

Investments are valued at the close of the New York Stock Exchange (the “Exchange”), normally 4 p.m. ET, each day that the Exchange is open for business. Equity securities, including exchange-traded funds (“ETFs”) for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade.

Debt securities (other than short-term securities) normally are valued on the basis of prices provided by an independent pricing service and may take into account appropriate factors such as institution-size trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. Prices of debt securities may be determined using quotes obtained from brokers.

Investments in open-end mutual funds are valued at the closing net asset value (“NAV”) per share of the mutual fund on the day of valuation. Investment grade short-term obligations with 60 days or less to maturity are valued using the amortized cost method, which approximates fair value.

Securities for which the market prices are not readily available or are not reflective of the fair value of the security, as determined by the Manager, will be priced at fair value following procedures approved by the Trust’s Board of Trustees (the “Board”).

Futures contracts are valued based upon their quoted daily settlement prices. Upon entering into a futures contract, a Fund is required to deposit with its futures broker, an amount of cash or U.S. Government and Agency Obligations in accordance with the initial margin requirements of the broker or exchange. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value (“variation margin”) is recorded by the Fund. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed on the Statements of Assets and Liabilities.

Other investments, including restricted securities, and those financial instruments for which the above valuation procedures are inappropriate or are deemed not to reflect fair value are stated at fair value as determined in good faith by the Valuation Committee, established by the Fund’s Board.

Valuation Inputs

Various inputs may be used to determine the fair value of the Funds’ investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

Level 1	-	Quoted prices in active markets for identical securities.
Level 2	-	Prices determined using other significant observable inputs. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, and others. Level 2 securities are fixed-income securities that are valued using observable inputs as stated above.

33

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

Level 3 - Prices determined using other significant unobservable inputs. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Level 1 and Level 2 trading assets and trading liabilities, at fair value

Fixed income securities including corporate, convertible and municipal bonds and notes, U.S. government agencies, U.S. treasury obligations, sovereign issues, bank loans, convertible preferred securities, and non-U.S. bonds are normally valued by pricing service providers that use broker dealer quotations, reported trades or valuation estimates from their internal pricing models. The service providers’ internal models use inputs that are observable such as issuer details, interest rates, yield curves, prepayment speeds, credit risks/spreads, default rates, and quoted prices for similar assets. Securities that use similar valuation techniques and inputs as described above are categorized as Level 2 of the fair value hierarchy.

Fixed income securities purchased on a delayed-delivery basis are marked to market daily until settlement at the forward settlement date are categorized as Level 2 of the fair value hierarchy.

Mortgage-related and asset-backed securities are usually issued as separate tranches, or classes, of securities within each deal. These securities are also normally valued by pricing service providers that use broker dealer quotations or valuation estimates from their internal pricing models. The pricing models for these securities usually consider tranche-level attributes, current market data, estimated cash flows, and market-based yield spreads for each tranche, and incorporates deal collateral performance, as available. Mortgage-related and asset-backed securities that use similar valuation techniques and inputs as described above are categorized as Level 2 of the fair value hierarchy.

Common stocks and financial derivative instruments, such as futures contracts that are traded on a national securities exchange, are stated at the last reported sale or settlement price on the day of valuation. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized as Level 1 of the fair value hierarchy. Preferred securities and other equities traded on inactive markets or valued by reference to similar instruments are categorized as Level 2 of the fair value hierarchy.

Investments in registered open-end investment management companies will be valued based upon the NAVs of such investments and are categorized as Level 1 of the fair value hierarchy. Short-term investments having a maturity of 60 days or less are generally valued at amortized cost which approximates fair market value. These investments are categorized as Level 2 of the fair value hierarchy.

The Funds’ investments are summarized by level based on the inputs used to determine their values. U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) also requires all transfers between levels to be disclosed. The end of period timing recognition has been adopted for the transfers between levels of each Fund’s assets and liabilities. During the six months ended April 30, 2013, there were no transfers between levels. As of April 30, 2013, the investments were classified as described below (in thousands):

Balanced Fund*	Level 1		Level 2		Level 3		Total
Common Stock	$	470,011	$	—	$	—	$	470,011
Preferred Stock		1,896		—		—		1,896
Corporate Obligations		—		101,707		—		101,707
Foreign Government Obligations		—		879		—		879
Non-Agency Mortgage-Backed Obligations		—		6,112		—		6,112
Asset-Backed Obligations		—		2,164		—		2,164
U.S. Agency Mortgage-Backed Obligations		—		49,689		—		49,689
U.S. Treasury Obligations		—		32,449		—		32,449
U.S. Agency Obligations		—		23,744		—		23,744
Municipal Obligations		—		831		—		831
Short-Term Investments - Money Markets		73,608		35,143		—		108,751
Total Investments in Securities	$	545,515	$	252,718	$	—	$	798,233
Futures Contracts	$	250	$	—	$	—	$	250

34

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

Mid-Cap Value Fund*	Level 1		Level 2		Level 3		Total
Common Stock	$	142,347	$	—	$	—	$	142,347
Short-Term Investments – Money Markets		12,497		—		—		12,497
Total Investments in Securities	$	154,844	$	—	$	—	$	154,844
Futures Contracts	$	261	$	—	$	—	$	261
Small Cap Value II Fund*	Level 1		Level 2		Level 3		Total
Common Stock	$	3,714	$	—	$	—	$	3,714
Short-Term Investments – Money Markets		240		—		—		240
Total Investments in Securities	$	3,954	$	—	$	—	$	3,954
Futures Contracts	$	4	$	—	$	—	$	4

* Refer to the Schedules of Investments for industry information.

Security Transactions and Investment Income

Security transactions are recorded on the trade date of the security purchase or sale. The Funds may purchase securities with delivery or payment to occur at a later date. At the time the Funds enter 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 value of the security may vary with market fluctuations.

Dividend income, net of foreign taxes, is recorded on the ex-dividend date, except certain dividends from foreign securities which are recorded as soon as the information is available to the Funds. Interest income is earned from settlement date, recorded on the accrual basis, and adjusted, if necessary, for accretion of discounts and amortization of premiums. For financial and tax reporting purposes, realized gains and losses are determined on the basis of specific lot identification.

Dividends to Shareholders

Dividends from net investment income of the Balanced Fund normally will be declared and paid quarterly. Dividends from net investment income of the Mid-Cap Value and Small Cap Value II Funds normally will be declared and paid at least annually. Distributions, if any, of net realized capital gains are generally paid at least annually and recorded on the ex-dividend date.

Commission Recapture

The Funds have established brokerage commission recapture arrangements with certain brokers or dealers. If a Fund’s investment advisor chooses to execute a transaction through a participating broker, the broker rebates a portion of the commission back to the Fund. Any collateral benefit received through participation in the commission recapture program is directed exclusively to the Funds. This amount is reported with the net realized gain in the Funds’ Statements of Operations, if applicable.

Allocation of Income, Expenses, Gains, and Losses

Income, expenses (other than those attributable to a specific class), gains, and losses are allocated daily to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class.

35

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimated.

Redemption Fees

The AMR Class of the Mid-Cap Value Fund imposes a 2% redemption fee on certain shares held for less than 180 days. The fee is deducted from the redemption proceeds and is intended to offset the trading costs, market impact, and other costs associated with short-term trading activity in the Funds. The “first-in, first-out” method is used to determine the holding period. The fee is allocated to all classes of each Fund pro-rata based on their respective net assets.

Other

Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liability arising out of the performance of their duties to the Trust. In the normal course of business, the Trust enters into contracts that provide indemnification to the other party or parties against potential costs or liabilities. The Trust’s maximum exposure under these arrangements is dependent on claims that may be made in the future and, therefore, cannot be estimated. The Trust has had no prior claims or losses pursuant to any such agreement.

4. Securities and Other Investments

Real Estate Investment Trusts

The Funds may own shares of real estate investment trusts (“REITs”) which report information on the source of their distributions annually. The Funds re-characterize distributions received from REIT investments based on information provided by the REITs into the following categories: ordinary income, long-term capital gains, and return of capital. If information is not available on a timely basis from the REITs, the re-characterization will be estimated based on available information, which may include the previous year allocation. If new or additional information becomes available from the REITs at a later date, a re-characterization will be made the following year. These re-characterizations are not recorded for financial statement purposes, but as an adjustment to the calculation of taxable income.

Restricted Securities

The Funds may invest in securities that are subject to legal or contractual restrictions on resale. These securities may be sold privately, but are required to be registered or exempted from such registration before being sold to the public. Private placement securities are generally considered to be restricted except for those securities traded between qualified institutional investors under the provisions of Rule 144A of the Securities Act of 1933. Disposal of restricted securities may involve time-consuming negotiations and expenses, and prompt sale at an acceptable price may be difficult to achieve. Restricted securities outstanding at the six months ended February 28, 2013 are disclosed in the Notes to the Schedule of Investments.

Other Investment Company Securities and Other Exchange Traded Products

The Funds may invest in shares of other investment companies, including open-end funds, closed-end funds, business development companies, ETFs, exchange-traded notes (“ETNs”), unit investment trusts, and other investment companies of the Trust. The Funds may invest in investment company securities advised by the Manager or a sub-advisor. Investments in the securities of other investment companies may involve duplication of advisory fees and certain other expenses. By investing in another investment company, a Fund

36

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

becomes a shareholder of that investment company. As a result, Fund shareholders indirectly will bear a Fund’s proportionate share of the fees and expenses paid by shareholders of the other investment company, in addition to the fees and expenses Fund shareholders directly bear in connection with the Fund’s own operations. These other fees and expenses are reflected as Acquired Fund Fees and Expenses and are included in the Fees and Expenses Table for the Fund in its Prospectus, if applicable. Investments in other investment companies may involve the payment of substantial premiums above the value of such issuer’s portfolio securities.

5. Financial Derivative Instruments

Futures Contracts

Futures contracts are contracts to buy or sell a standard quantity of securities at a specified price on a future date. The Funds may enter into financial futures contracts as a method for keeping assets readily convertible to cash if needed to meet shareholder redemptions or for other needs while maintaining exposure to the stock or bond market, as applicable. The primary risks associated with the use of futures contracts are the possibility of illiquid markets or imperfect correlation between the values of the contracts and the underlying securities, or that the counterparty will fail to perform its obligations.

Upon entering into a futures contract, the Funds are required to set aside or deposit with a broker an amount, termed the initial margin, which typically represents a portion of the face value of the futures contract. A Fund usually reflects this amount on the Schedule of Investments as a U.S. Treasury Bill held as collateral for futures contracts or as cash deposited with broker on the Statement of Assets and Liabilities. Payments to and from the broker, known as variation margin, are required to be made on a daily basis as the price of the futures contract fluctuates. Changes in initial settlement values are accounted for as unrealized appreciation or depreciation until the contracts are terminated, at which time realized gains and losses are recognized. Futures contracts are valued at the most recent settlement price established each day by the exchange on which they are traded.

The following is a summary of the fair values of the Fund’s derivative instruments ^(1) (3):

Fair Values of derivative instruments not accounted for as hedging instruments as of April 30, 2013 (000’s):

		Balanced		Mid-Cap Value		Small Cap Value II
Statement of Assets and Liabilities	Derivative
Unrealized appreciation of investments and futures contracts	Equity  Contracts(2)	$	250	$	261	$	4
Effect of derivative instruments not accounted for as hedging instruments during the six months ended April 30, 2013 (000’s):
Statement of Operations
Net realized gain (loss) from futures contracts	Equity Contracts		3,503		630		24
Change in net unrealized appreciation or (depreciation) of futures contracts	Equity Contracts		840		296		7

⁽¹⁾  See Note 3 in the Notes to Financial Statements for additional information.

⁽²⁾  Includes only current day’s variation margin as reported within the Statements of Assets and Liabilities. Cumulative appreciation or (depreciation) of futures contracts is reported in the Schedule of Investments footnotes.

⁽³⁾  The volume of derivative activity described above is reflective of the derivative activity through the current period of operations.

6. Federal Income and Excise Taxes

It is the policy of each Fund to qualify as a regulated investment company (“RIC”), by complying with all applicable provisions of Subchapter M of the Internal Revenue Code, as amended, and to make distribution of taxable income sufficient to relieve it from substantially all federal income and excise taxes. For federal income tax purposes, each Fund is treated as a single entity for the purpose of determining such qualification.

37

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

The Funds do not have any unrecognized tax benefits in the accompanying financial statements. Each of the tax years in the four year period ended October 31, 2012 remains subject to examination by the Internal Revenue Service. If applicable, the Funds recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in “Other expenses” on the Statements of Operations.

Dividends are categorized in accordance with income tax regulations which may treat certain transactions differently than U.S. GAAP. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying financial statements.

The tax character of distributions paid were as follows (in thousands):

	Balanced				Mid-Cap Value				Small Cap Value II
	Six months ended April 30, 2013		Year Ended October  31, 2012		Six months ended April 30, 2013		Year Ended October  31, 2012		Six months ended April 30, 2013		Year Ended October  31, 2012
	(unaudited)				(unaudited)				(unaudited)
Distributions paid from:
Ordinary income*
Institutional Class	$	488	$	843	$	657	$	451	$	—	$	—
Y Class		29		67		13		1		5		1
Investor Class		977		2,026		35		14		4		2
Advisor Class		49		47		8		—		—		—
A Class		39		49		4		1		—		—
C Class		35		39		5		—		—		—
AMR Class		6,686		21,380		1,435		788		—		—
Long-Term Capital Gain
Institutional Class		909		44		1,547		—		—		—
Y Class		61		4		29		—		24		—
Investor Class		2,087		107		182		—		24		—
Advisor Class		56		3		19		—		—		—
A Class		85		3		11		—		—		—
C Class		94		2		11		—		—		—
AMR Class		12,494		1,126		3,149		—		—		—
Tax Return of Capital
Y Class		—		—		—		—		2		—
Investor		—		—		—		—		3		—
Total distributions paid	$	24,089	$	25,740	$	7,105	$	1,255	$	62	$	3

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

As of April 30, 2013, the components of distributable earnings or (deficits) on a tax basis were as follows (in thousands):

	Balanced			Mid-Cap Value			Small Cap Value II
Cost basis of investments for federal income tax purposes	$	696,745		$	134,964		$	3,524
Unrealized appreciation		120,070			21,504			522
Unrealized depreciation		(18,582	)		(1,624	)		(92	)
Net unrealized appreciation		101,488			19,880			430
Undistributed ordinary income		900			2,794			113
Accumulated long-term gain		15,726			2,130			148
Other temporary differences		349			261			4
Distributable earnings or (deficits)	$	118,463		$	25,065		$	695

Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. The temporary differences between financial reporting and tax-basis reporting of unrealized appreciation or depreciation are attributable primarily to the tax deferral of losses from wash sales, the realization for tax purposes of unrealized gain or (loss) on certain derivative instruments, reclassifications of income from real estate investment securities publicly traded partnerships, and book amortization of premium.

38

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

Due to inherent differences in the recognition of income, expenses and realized gains (losses) under U.S. GAAP and federal income tax regulations, permanent differences between book and tax reporting have been identified and appropriately reclassified on the Statements of Assets and Liabilities.

Accordingly, the following amounts represent current year permanent differences derived from book amortization of premium, pay down reclasses, Section 732 basis adjustments, income from real estate investment securities and business development companies, and dividend reclasses that have been reclassified as of April 30, 2013 (in thousands):

	Balanced			Mid-Cap Value			Small Cap Value II
Paid-in-capital	$	—		$	1		$	(4	)
Undistributed net investment income		680			(3	)		2
Accumulated net realized gain (loss)		(680	)		2			1
Unrealized appreciation or depreciation of investments and futures contracts		—			—			1

On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the “RIC MOD”) was enacted, which changed various technical rules governing the tax treatment of RICs. The changes are generally effective for taxable years beginning after the date of enactment. One of the more prominent changes addresses capital loss carryforwards. Under the RIC MOD, each Fund will be permitted to carry forward capital losses incurred in taxable years beginning after the date of enactment for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years, which carry an expiration date. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered all short-term as permitted under previous regulation.

Finally, the RIC MOD contains several provisions aimed at preserving the character of distributions made by a fiscal year RIC during the portion of its taxable year ending after October 31 or December 31, reducing the circumstances under which a RIC might be required to file amended Forms 1099 to restate previously reported distributions. Except for the simplification provisions related to RIC qualification, the RIC MOD is effective for taxable years beginning after December 22, 2010. The provisions related to RIC qualification are effective for taxable years for which the extended due date of the tax return is after December 22, 2010.

The Funds do not have capital loss carryforwards as of April 30, 2013.

7. Investment Transactions

The aggregate cost of purchases and proceeds from sales and maturities of long-term investments during the six months ended April 30, 2013 were as follows (in thousands):

	Balanced		Mid-Cap Value		Small Cap Value II
Purchases (excluding U.S. government securities)	$	128,294	$	37,550	$	1,640
Sales and maturities (excluding U.S. government securities)		328,317		31,375		1,640
Purchases of U.S. government securities		14,434		—		—
Sales and maturities of U.S. government securities		11,946		—		—

A summary of the Funds’ direct transactions in Select Funds for the year ended April 30, 2013 is set forth below (in thousands):

	Affiliate		October 31, 2012 Shares/Fair Value		Purchases		Sales		April 30, 2013 Shares/Fair Value
Balanced		USG Select Fund	$	—	$	5,000	$	2,000	$	3,000

39

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

8. Capital Share Transactions

The tables below summarize the activity in capital shares for each Class of the Funds (shares and dollars in thousands):

For the Six Months Ended April 30, 2013

	Institutional Class						Y Class						Investor Class						Advisor Class
Balanced Fund	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		828		$	12,130			68		$	1,009			2,070		$	28,014			247		$	3,510
Reinvestment of dividends		95			1,380			6			82			222			2,973			8			105
Shares redeemed		(413	)		(5,906	)		(28	)		(416	)		(2,337	)		(31,622	)		(74	)		(1,058	)
Net increase (decrease) in shares outstanding		510		$	7,604			46		$	675			(45	)	$	(635	)		181		$	2,557

	A Class						C Class						AMR Class
Balanced Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		96		$	1,286			129		$	1,756			3,477		$	49,833
Reinvestment of dividends		8			107			9			120			1,392			19,180
Shares redeemed		(26	)		(348	)		(17	)		(234	)		(14,653	)		(200,124	)
Net increase (decrease) in shares outstanding		78		$	1,045			121		$	1,642			(9,784	)	$	(131,111	)

	Institutional Class						Y Class						Investor Class						Advisor Class
Mid-Cap Value Fund	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		610		$	7,061			17		$	194			237		$	2,754			4		$	49
Reinvestment of dividends		204			2,201			2			25			19			211			3			27
Shares redeemed		(345	)		(3,934	)*		(8	)		(88	)*		(111	)		(1,266	)*		(8	)		(84	)*
Net increase (decrease) in shares outstanding		469		$	5,328			11		$	131			145		$	1,699			(1	)	$	(8	)

	A Class						C Class					AMR Class
Mid-Cap Value Fund	Shares			Amount			Shares		Amount			Shares			Amount
Shares sold		19		$	223			7	$	84			2,705		$	31,720
Reinvestment of dividends		1			10			1		12			425			4,584
Shares redeemed		(6	)		(65	)*		—		(1	)*		(1,768	)		(20,063	)*
Net increase in shares outstanding		14		$	168			8	$	95			1,362		$	16,241

* Net of Redemption Fees

	Y Class				Investor Class
Small Cap Value II Fund	Shares		Amount		Shares		Amount
Shares sold		—	$	—		5	$	58
Reinvestment of dividends		3		31		3		31
Shares redeemed		—		—		—		—
Net increase in shares outstanding		3	$	31		8	$	89

40

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

For the Year Ended October 31, 2012

	Institutional Class						Y Class						Investor Class						Advisor Class
Balanced Fund	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		997		$	13,684			404		$	5,674			3,822		$	48,716			58		$	762
Reinvestment of dividends		62			875			5			70			160			2,070			3			50
Shares redeemed		(592	)		(8,159	)		(267	)		(3,728	)		(4,209	)		(53,423	)		(165	)		(2,181	)
Net increase (decrease) in shares outstanding		467		$	6,400			142		$	2,016			(227	)	$	(2,637	)		(104	)	$	(1,369	)

	A Class						C Class						AMR Class
Balanced Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		274		$	3,506			213		$	2,760			20,665		$	267,520
Reinvestment of dividends		3			41			3			36			1,694			22,506
Shares redeemed		(88	)		(1,159	)		(23	)		(296	)		(29,737	)		(386,931	)
Net increase (decrease) in shares outstanding		189		$	2,388			193		$	2,500			(7,378	)	$	(96,905	)

	Institutional Class						Y Class						Investor Class						Advisor Class
Mid-Cap Value Fund	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		419		$	4,378			43		$	466			347		$	3,608			40		$	405
Reinvestment of dividends		46			450			—			1			1			13			—			—
Shares redeemed		(779	)		(8,079	)*		(1	)		(9	)*		(156	)		(1,664	)*		(1	)		(12	)*
Net increase (decrease) in shares outstanding		(314	)	$	(3,251	)		42		$	458			192		$	1,957			39		$	393

	A Class						C Class					AMR Class
Mid-Cap Value Fund	Shares			Amount			Shares		Amount			Shares			Amount
Shares sold		18		$	182			21	$	222			10,775		$	112,305
Reinvestment of dividends		—			—			—		—			80			788
Shares redeemed		(4	)		(37	)*		—		—	*		(9,748	)		(102,183	)*
Net increase in shares outstanding		14		$	145			21	$	222			1,107		$	10,910

* Net of Redemption Fees

	Y Class				Investor Class
Small Cap Value II Fund	Shares		Amount		Shares		Amount
Shares sold		8	$	85		4	$	39
Reinvestment of dividends		—		1		—		2
Shares redeemed		—		—		—		—
Net increase in shares outstanding		8	$	86		4	$	41

41

American Beacon Balanced Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Institutional Class
	Six Months Ended April 30,			Year Ended October 31,
	2013			2012			2011			2010			2009			2008
	(unaudited)
Net asset value, beginning of period	$	14.27		$	12.89		$	12.62		$	11.83		$	10.63		$	16.09
Income from investment operations:
Net investment income		0.16			0.32			0.32			0.35			0.43			0.47
Net gains (losses) from investments (both realized and unrealized)		1.43			1.38			0.29			1.10			1.25			(4.70	)
Total income (loss) from investment operations		1.59			1.70			0.61			1.45			1.68			(4.23	)
Less distributions:
Dividends from net investment income		(0.15	)		(0.32	)		(0.34	)		(0.66	)		(0.48	)		(0.44	)
Distributions from net realized gains on securities		(0.31	)		—			—			—			—			(0.79	)
Total distributions		(0.46	)		(0.32	)		(0.34	)		(0.66	)		(0.48	)		(1.23	)
Net asset value, end of period	$	15.40		$	14.27		$	12.89		$	12.62		$	11.83		$	10.63
Total return A E		11.35	%B		13.23	%		4.81	%		12.47	%		16.64	%		(28.23	)%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	52,008		$	40,938		$	30,962		$	33,405		$	29,808		$	36,557
Ratios to average net assets:
Expenses, before reimbursements		0.61	%C		0.59	%		0.58	%		0.58	%		0.60	%		0.56	%
Expenses, net of reimbursements		0.61	%C		0.59	%		0.58	%		0.58	%		0.60	%		0.56	%
Net investment income, before reimbursements		2.09	%C		2.27	%		2.49	%		2.67	%		3.60	%		3.37	%
Net investment income, net of reimbursements		2.09	%C		2.27	%		2.49	%		2.67	%		3.60	%		3.37	%
Portfolio turnover rate		18	%B		58	%		47	%		40	%		57	%		53	%

^A  Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable.

^B  Not annualized.

^C  Annualized.

^D  Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

^E  May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. 

42

American Beacon Balanced Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

Y Class									Investor Class
Six Months Ended April  30, 2013			Year Ended October 31,						March 1 to Oct. 31, 2010			Six Months Ended April 30, 2013			Year Ended October 31,
			2012			2011									2012			2011			2010			2009			2008
(unaudited)												(unaudited)
$	14.32		$	12.93		$	12.78		$	12.20		$	13.16		$	11.93		$	11.66		$	10.96		$	9.91		$	15.09
	0.18			0.17			0.36			0.16			0.11			0.23			0.25			0.25			0.30			0.41
	1.41			1.51			0.24			0.57			1.32			1.30			0.28			1.04			1.23			(4.39	)
	1.59			1.68			0.60			0.73			1.43			1.53			0.53			1.29			1.53			(3.98	)
	(0.15	)		(0.29	)		(0.45	)		(0.15	)		(0.13	)		(0.30	)		(0.26	)		(0.59	)		(0.48	)		(0.41	)
	(0.31	)		—			—			—			(0.31	)		—			—			—			—			(0.79	)
	(0.46	)		(0.29	)		(0.45	)		(0.15	)		(0.44	)		(0.30	)		(0.26	)		(0.59	)		(0.48	)		(1.20	)
$	15.45		$	14.32		$	12.93		$	12.78		$	14.15		$	13.16		$	11.93		$	11.66		$	10.96		$	9.91
	11.27	%B		13.04	%		4.73	%		5.99	%B		11.12	%B		12.86	%		4.52	%		12.06	%		16.29	%		(28.39	)%
$	3,384		$	2,482		$	401		$	46		$	95,367		$	89,272		$	83,657		$	84,500		$	94,915		$	105,473
	0.70	%C		0.69	%		1.48	%		0.68	%C		0.93	%C		0.92	%		0.92	%		0.93	%		0.89	%		0.82	%
	0.69	%C		0.69	%		0.70	%		0.68	%C		0.93	%C		0.92	%		0.92	%		0.93	%		0.89	%		0.82	%
	2.00	%C		2.08	%		1.55	%		2.54	%C		1.80	%C		1.95	%		2.16	%		2.34	%		3.26	%		3.12	%
	2.00	%C		2.08	%		2.34	%		2.54	%C		1.80	%C		1.95	%		2.16	%		2.34	%		3.26	%		3.12	%
	18	%B		58	%		47	%		40	%D		18	%B		58	%		47	%		40	%		57	%		53	%

43

American Beacon Balanced Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Advisor Class
	Six Months Ended April 30,			Year Ended October 31,
	2013			2012			2011			2010			2009			2008
	(unaudited)
Net asset value, beginning of period	$	13.73		$	12.36		$	12.11		$	11.35		$	9.77		$	14.95
Income from investment operations:
Net investment income (loss)		(0.18	)		0.42			0.41			0.32			0.37			0.34
Net gains (losses) from investments (both realized and unrealized)		1.68			1.14			0.11			1.01			1.21			(4.31	)
Total income (loss) from investment operations		1.50			1.56			0.52			1.33			1.58			(3.97	)
Less distributions:
Dividends from net investment income		(0.14	)		(0.19	)		(0.27	)		(0.57	)		—			(0.42	)
Distributions from net realized gains on securities		(0.31	)		—			—			—			—			(0.79	)
Total distributions		(0.45	)		(0.19	)		(0.27	)		(0.57	)		—			(1.21	)
Net asset value, end of period	$	14.78		$	13.73		$	12.36		$	12.11		$	11.35		$	9.77
Total return A E		11.10	%B		12.62	%		4.33	%		11.96	%		16.17	%		(28.65	)%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	5,369		$	2,507		$	3,536		$	6,127		$	6,812		$	7,674
Ratios to average net assets:
Expenses, before reimbursements		1.09	%C		1.09	%		1.09	%		1.09	%		1.09	%		1.07	%
Expenses, net of reimbursements		1.09	%C		1.09	%		1.09	%		1.09	%		1.09	%		1.07	%
Net investment income, before reimbursements		1.54	%C		1.82	%		2.01	%		2.18	%		3.06	%		2.86	%
Net investment income, net of reimbursements		1.54	%C		1.82	%		2.01	%		2.18	%		3.06	%		2.86	%
Portfolio turnover rate		18	%B		58	%		47	%		40	%		57	%		53	%

^A  Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable.

^B  Not annualized.

^C  Annualized.

^D  Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

^E  May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. 

44

American Beacon Balanced Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

A Class												C Class												AMR Class
Six Months Ended April 30,			Year Ended October 31,						May 17 to Oct. 31,			Six Months Ended April 30,			Year Ended October 31,						Sept. 1 to Oct. 31,			Six Months Ended April 30,			Year Ended October 31,
2013			2012			2011			2010			2013			2012			2011			2010			2013			2012			2011			2010			2009			2008
(unaudited)												(unaudited)												(unaudited)
$	13.16		$	12.06		$	11.94		$	11.50		$	13.33		$	12.13		$	11.92		$	11.32		$	13.54		$	12.27		$	12.02		$	11.31		$	10.19		$	15.49
	0.12			0.33			0.38			0.02			0.08			0.15			0.20			0.01			0.12			0.31			0.34			0.35			0.39			0.49
	1.31			1.17			0.14			0.43			1.30			1.29			0.22			0.59			1.40			1.34			0.27			1.07			1.24			(4.52	)
	1.43			1.50			0.52			0.45			1.38			1.44			0.42			0.60			1.52			1.65			0.61			1.42			1.63			(4.03	)
	(0.13	)		(0.40	)		(0.40	)		(0.01	)		(0.09	)		(0.24	)		(0.21	)		0.00			(0.17	)		(0.38	)		(0.36	)		(0.71	)		(0.51	)		(0.48	)
	(0.31	)		—			—			—			(0.31	)		—			—			—			(0.31	)		—			—			—			—			(0.79	)
	(0.44	)		(0.40	)		(0.40	)		(0.01	)		(0.40	)		(0.24	)		(0.21	)		0.00			(0.48	)		(0.38	)		(0.36	)		(0.71	)		(0.51	)		(1.27	)
$	14.15		$	13.16		$	12.06		$	11.94		$	14.31		$	13.33		$	12.13		$	11.92		$	14.58		$	13.54		$	12.27		$	12.02		$	11.31		$	10.19
	11.06	%B		12.65	%		4.37	%		3.90	%B		10.58	%B		11.86	%		3.56	%		5.33	%B		11.42	%B		13.55	%		5.09	%		12.84	%		16.95	%		(28.08	)%
$	4,469		$	3,127		$	588		$	47		$	5,570		$	3,579		$	922		$	1		$	623,013		$	710,816		$	734,927		$	748,422		$	681,197		$	604,209
	1.11	%C		1.13	%		1.59	%		1.08	%C		1.84	%C		1.85	%		2.34	%		2.14	%C		0.34	%C		0.32	%		0.33	%		0.33	%		0.35	%		0.31	%
	1.10	%C		1.09	%		1.10	%		1.08	%C		1.84	%C		1.83	%		1.82	%		1.86	%C		0.34	%C		0.32	%		0.33	%		0.33	%		0.35	%		0.31	%
	1.57	%C		1.62	%		1.47	%		1.51	%C		0.83	%C		0.88	%		0.66	%		0.20	%C		2.45	%C		2.57	%		2.75	%		2.92	%		3.75	%		3.62	%
	1.59	%C		1.66	%		1.95	%		1.51	%C		0.83	%C		0.90	%		1.18	%		0.48	%C		2.45	%C		2.57	%		2.75	%		2.92	%		3.75	%		3.62	%
	18	%B		58	%		47	%		40	%D		18	%B		58	%		47	%		40	%D		18	%B		58	%		47	%		40	%		57	%		53	%

45

American Beacon Mid-Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Institutional Class
	Six Months Ended April 30,			Year Ended October 31,
	2013			2012			2011A			2010			2009			2008
	(unaudited)
Net asset value, beginning of period	$	10.95		$	9.73		$	9.27		$	7.57		$	5.94		$	11.01
Income from investment operations:
Net investment income (loss)		0.08			0.14			0.09			0.08			0.10			0.16
Net gains (losses) from investments (both realized and unrealized)		1.99			1.21			0.48			1.67			1.65			(4.31	)
Total income (loss) from investment operations		2.07			1.35			0.57			1.75			1.75			(4.15	)
Less distributions:
Dividends from net investment income		(0.20	)		(0.13	)		(0.11	)		(0.05	)		(0.12	)		(0.16	)
Distributions from net realized gains on securities		(0.48	)		—			—			—			—			(0.76	)
Total distributions		(0.68	)		(0.13	)		(0.11	)		(0.05	)		(0.12	)		(0.92	)
Redemption fees added to beneficial interestsC		0.00			0.00			0.00			0.00			0.00			0.00
Net asset value, end of period	$	12.34		$	10.95		$	9.73		$	9.27		$	7.57		$	5.94
Total return D,E		19.85	%F		14.07	%		6.08	%		23.19	%		30.24	%		(40.86	)%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	44,343		$	34,208		$	33,441		$	2,778		$	2,197		$	2,256
Ratios to average net assets:
Expenses, before reimbursements		1.01	%G		1.06	%		1.10	%		1.06	%		1.13	%		1.16	%
Expenses, net of reimbursements		0.98	%G		0.98	%		0.97	%		0.98	%		0.98	%		0.98	%
Net investment income (loss), before reimbursements		1.22	%G		1.17	%		0.91	%		0.90	%		1.14	%		1.33	%
Net investment income, net of reimbursements		1.25	%G		1.25	%		1.04	%		0.99	%		1.29	%		1.51	%
Portfolio turnover rate		26	%F		87	%		107	%		40	%		42	%		28	%

^A  Lee Munder Capital Group, LLC was added as an investment manager to the Mid-Cap Value Fund on June 30, 2011.

^B  Based on average shares outstanding.

^C  Amounts represent less than $0.01 per share.

^D  May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. 

^E  Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable.

^F  Not annualized.

^G  Annualized.

^H  Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

46

American Beacon Mid-Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

Y Class												Investor Class
Six Months Ended April 30,			Year Ended October 31,						March 1 to Oct. 31,			Six Months Ended April 30,			Year Ended October 31,
2013			2012			2011A			2010			2013			2012			2011A			2010			2009			2008
(unaudited)												(unaudited)
$	10.92		$	9.72		$	9.27		$	8.48		$	10.98		$	9.71		$	9.20		$	7.54		$	5.92		$	10.96
	0.05			0.13			0.08			0.06			0.12			0.34			(0.03	)B		0.06			0.07			0.14
	2.02			1.21			0.48			0.73			1.95			1.00			0.63			1.65			1.66			(4.31	)
	2.07			1.34			0.56			0.79			2.07			1.34			0.60			1.71			1.73			(4.17	)
	(0.22	)		(0.14	)		(0.11	)		—			(0.09	)		(0.07	)		(0.09	)		(0.05	)		(0.11	)		(0.11	)
	(0.48	)		—			—			—			(0.48	)		—			—			—			—			(0.76	)
	(0.70	)		(0.14	)		(0.11	)		—			(0.57	)		(0.07	)		(0.09	)		(0.05	)		(0.11	)		(0.87	)
	0.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00
$	12.29		$	10.92		$	9.72		$	9.27		$	12.48		$	10.98		$	9.71		$	9.20		$	7.54		$	5.92
	19.88	%F		13.97	%		5.98	%		9.32	%F		19.62	%F		13.84	%		6.49	%		22.77	%		29.93	%		(41.04	)%
$	720		$	516		$	52		$	1		$	6,540		$	4,157		$	1,812		$	35,223		$	23,369		$	16,550
	1.13	%G		1.28	%		11.62	%		1.05	%G		1.30	%G		1.44	%		1.32	%		1.27	%		1.34	%		1.32	%
	1.08	%G		1.06	%		1.06	%		1.01	%G		1.23	%G		1.23	%		1.23	%		1.23	%		1.23	%		1.23	%
	1.07	%G		0.82	%		(9.44	)%		0.93	%G		0.88	%G		0.75	%		1.33	%		0.70	%		0.87	%		1.18	%
	1.12	%G		1.03	%		1.12	%		0.97	%G		0.96	%G		0.96	%		1.42	%		0.75	%		0.98	%		1.27	%
	26	%F		87	%		107	%		40	%H		26	%F		87	%		107	%		40	%		42	%		28	%

47

American Beacon Mid-Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Advisor Class
	Six Months Ended April 30,			Year Ended October 31,
	2013			2012			2011A			2010			2009			2008
	(unaudited)
Net asset value, beginning of period	$	10.81		$	9.56		$	9.12		$	7.49		$	5.87		$	10.94
Income from investment operations:
Net investment income (loss)		0.06			0.05			0.07			0.07			0.15			0.10
Net gains (losses) from investments (both realized and unrealized)		1.96			1.23			0.45			1.61			1.60			(4.27	)
Total income (loss) from investment operations		2.02			1.28			0.52			1.68			1.75			(4.17	)
Less distributions:
Dividends from net investment income		(0.20	)		(0.03	)		(0.08	)		(0.05	)		(0.13	)		(0.14	)
Distributions from net realized gains on securities		(0.48	)		—			—			—			—			(0.76	)
Total distributions		(0.68	)		(0.03	)		(0.08	)		(0.05	)		(0.13	)		(0.90	)
Redemption fees added to beneficial interestsB		0.00			0.00			0.00			0.00			0.00			0.00
Net asset value, end of period	$	12.15		$	10.81		$	9.56		$	9.12		$	7.49		$	5.87
Total return C,D		19.54	%E		13.44	%		5.65	%		22.53	%		30.64	%		(41.28	)%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	514		$	465		$	37		$	78		$	7		$	1
Ratios to average net assets:
Expenses, before reimbursements		1.65	%F		1.99	%		1.98	%		1.55	%		1.58	%		2.04	%
Expenses, net of reimbursements		1.49	%F		1.48	%		1.49	%		1.44	%		1.50	%		1.50	%
Net investment income (loss), before reimbursements		0.61	%F		0.10	%		0.21	%		0.36	%		0.14	%		0.48	%
Net investment income (loss), net of reimbursements		0.77	%F		0.61	%		0.69	%		0.47	%		0.22	%		1.02	%
Portfolio turnover rate		26	%E		87	%		107	%		40	%		42	%		28	%

^A  Lee Munder Capital Group, LLC was added as an investment manager to the Mid-Cap Value Fund on June 30, 2011.

^B  Amounts represent less than $0.01 per share.

^C  May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. 

^D  Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable.

^E  Not annualized.

^F  Annualized.

^G  Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

48

American Beacon Mid-Cap Value Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

A Class												C Class												AMR Class
Six Months Ended April 30,			Year Ended October 31,						May 17 to October			Six Months Ended April 30,			Year Ended October 31,						Sept. 1 to Oct. 31,			Six Months Ended April 30,			Year Ended October 31,
2013			2012			2011A			31, 2010			2013			2012			2011A			2010			2013			2012			2011A			2010			2009			2008
(unaudited)												(unaudited)												(unaudited)
$	10.82		$	9.61		$	9.18		$	9.00		$	10.70		$	9.56		$	9.18		$	8.30		$	10.96		$	9.73		$	9.27		$	7.59		$	5.97		$	11.07
	0.08			0.09			0.11			0.01			0.05			0.06			0.05			(0.01	)		0.08			0.24			0.15			0.10			0.07			0.18
	1.94			1.20			0.40			0.17			1.90			1.15			0.38			0.89			2.01			1.14			0.43			1.66			1.70			(4.35	)
	2.02			1.29			0.51			0.18			1.95			1.21			0.43			0.88			2.09			1.38			0.58			1.76			1.77			(4.17	)
	(0.19	)		(0.08	)		(0.08	)		—			(0.19	)		(0.07	)		(0.05	)		—			(0.22	)		(0.15	)		(0.12	)		(0.08	)		(0.15	)		(0.17	)
	(0.48	)		—			—			—			(0.48	)		—			—			—			(0.48	)		—			—			—			—			(0.76	)
	(0.67	)		(0.08	)		(0.08	)		—			(0.67	)		(0.07	)		(0.05	)		—			(0.70	)		(0.15	)		(0.12	)		(0.08	)		(0.15	)		(0.93	)
	0.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00
$	12.17		$	10.82		$	9.61		$	9.18		$	11.98		$	10.70		$	9.56		$	9.18		$	12.35		$	10.96		$	9.73		$	9.27		$	7.59		$	5.97
	19.53	%E		13.56	%		5.49	%		2.00	%E		19.12	%E		12.75	%		4.64	%		10.60	%E		20.00	%E		14.34	%		6.20	%		23.28	%		30.56	%		(40.82	)%
$	469		$	264		$	101		$	18		$	382		$	254		$	22		$	1		$	102,763		$	76,273		$	56,963		$	64,012		$	53,604		$	34,253
	1.52	%F		1.61	%		3.44	%		1.51	%F		2.27	%F		2.46	%		19.14	%		3.20	%F		0.75	%F		0.78	%		0.83	%		0.77	%		0.82	%		0.82	%
	1.49	%F		1.49	%		1.48	%		1.48	%F		2.24	%F		2.22	%		2.24	%		2.24	%F		0.75	%F		0.78	%		0.83	%		0.77	%		0.83	%		0.82	%
	0.66	%F		0.56	%		(1.36	)%		0.44	%F		(0.07	)%F		(0.40	)%		(16.96	)%		(1.32	)%F		1.46	%F		1.46	%		1.34	%		1.19	%		1.38	%		1.68	%
	0.70	%F		0.68	%		0.60	%		0.47	%F		(0.03	)%F		(0.15	)%		(0.06	)%		(0.36	)%F		1.46	%F		1.46	%		1.34	%		1.19	%		1.38	%		1.68	%
	26	%E		87	%		107	%		40	%G		26	%E		87	%		107	%		40	%G		26	%E		87	%		107	%		40	%		42	%		28	%

49

American Beacon Small Cap Value II Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Y Class						Investor Class
	Six Months Ended April 30, 2013			Nov. 15 to Oct. 31, 2012A			Six Months Ended April 30, 2013			Nov. 15 to Oct. 31, 2012A
	(unaudited)						(unaudited)
Net asset value, beginning of period	$	10.70		$	10.00		$	10.67		$	10.00
Income from investment operations:
Net investment income		0.04			0.04			0.03			0.01
Net gains on investments (both realized and unrealized)		1.69			0.67			1.68			0.67
Total income from investment operations		1.73			0.71			1.71			0.68
Less distributions:
Dividends from net investment income		(0.05	)		(0.01	)		(0.05	)		(0.01	)
Distributions from net realized gains on securities		(0.15	)		—			(0.15	)		—
Total distributions		(0.20	)		(0.01	)		(0.20	)		(0.01	)
Net asset value, end of period	$	12.23		$	10.70		$	12.18		$	10.67
Total return B,C		16.33	%D		7.10	%D		16.19	%D		6.82	%D
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	1,970		$	1,693		$	1,968		$	1,640
Ratios to average net assets:
Expenses, before reimbursements		3.46	%E		4.44	%E		3.79	%E		4.80	%E
Expenses, net of reimbursements		1.09	%E		1.06	%E		1.37	%E		1.33	%E
Net investment (loss), before reimbursements		(1.66	)%E		(3.03	)%E		(1.99	)%E		(3.39	)%E
Net investment income, net of reimbursements		0.71	%E		0.35	%E		0.43	%E		0.08	%E
Portfolio turnover rate		47	%D		82	%D,F		47	%D		82	%D,F

^A  November 15, 2011 is the inception date of the Small Cap Value II Fund.

^B  May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net assets for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^C Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable.

^D  Not annualized.

^E  Annualized.

^F  Portfolio turnover rate is for the period from November 15, 2011 through October 31, 2012.

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53

Delivery of Documents

eDelivery is NOW AVAILABLE- Stop traditional mail delivery and receive your

shareholder reports and summary prospectus on-line. Sign up at

www.americanbeaconfunds.com

If you invest in the Fund through a financial institution, you may be able to receive the Fund’s regulatory mailings, such as the Prospectus, Annual Report and Semi-Annual Report, by e-mail. If you are interested in this option, please go to www.icsdelivery.com and search for your financial institution’s name or contact your financial institution directly.

To obtain more information about the Fund:

By E-mail: american_beacon.funds@ambeacon.com	On the Internet: Visit our website at www.americanbeaconfunds.com
By Telephone: Institutional, Y, Investor, and Advisor Classes Call (800) 658-5811 AMR ClassSM Call (800) 345-2345	By Mail: American Beacon Funds P.O. Box 219643 Kansas City, MO 64121-9643

Availability of Quarterly Portfolio Schedules   In addition to the Schedule of Investments provided in each semi-annual and annual report, the Fund files a complete schedule of its portfolio holdings with the Securities and Exchange Commission (“SEC”) on Form N-Q as of the first and third fiscal quarters. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov. The Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Section, 100 F Street, NE, Washington, D.C. 20549-1520. Information regarding the operation of the SEC’s Public Reference Room may be obtained by calling (202) 551-8090. A complete schedule of the Fund’s portfolio holdings is also available at www.americanbeaconfunds.com approximately twenty days after the end of each month. Availability of Proxy Voting Policy and Records   A description of the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available in the Fund’s Statement of Additional Information, is available free of charge on the Fund’s website www.americanbeaconfunds.c om and by calling 1-800-967-9009 or by accessing the SEC’s website at www.sec.gov. The Fund’s proxy voting record for the most recent year ended June 30 is filed annually with the SEC on Form N-PX. The Fund’s Forms N-PX are available on the SEC’s website at www.sec.gov. The Fund’s proxy voting record may also be obtained by calling 1-800-967-9009.

Fund Service Providers:

CUSTODIAN State Street Bank and Trust Boston, Massachusetts TRANSFER AGENT Boston Financial Data Services Kansas City, Missouri INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Ernst & Young LLP Dallas, Texas DISTRIBUTOR Foreside Fund Services, LLC Portland, Maine

This report is prepared for shareholders of the American Beacon Funds and may be distributed to others only if preceded or accompanied by a current Prospectus or Summary Prospectus.

American Beacon Funds, American Beacon Balanced Fund, American Beacon Mid-Cap Value Fund, and American Beacon Small Cap Value II Fund are service marks of American Beacon Advisors, Inc.

SAR 04/13

About American Beacon Advisors

Since 1986, American Beacon Advisors has offered a variety of products and investment advisory services to numerous institutional and retail clients, including a variety of mutual funds, corporate cash management, and separate account management.

Our clients include defined benefit plans, defined contribution plans, foundations, endowments, corporations, financial planners, and other institutional investors. With American Beacon Advisors, you can put the experience of a multi-billion dollar asset management firm to work for your company.

Contents

President’s Message	1
Performance Overviews	2-9
Schedules of Investments:
High Yield Bond Fund	12
Retirement Income and Appreciation Fund	23
Intermediate Bond Fund	33
Short-Term Bond Fund	42
Financial Highlights	62
Additional Information	Back Cover

Investing in debt securities entails interest rate risk which is the risk that debt securities will decrease in value with increases in market interest rates. Investing in foreign securities entails additional risk not associated with domestic securities, such as currency fluctuations, economic and political instability and differences in accounting standards. Credit risk is the risk that the issuer of a bond will fail to make timely payment of interest or principal; and the decline in an issuer’s credit rating can cause the price of its bonds to go down. An obligation rated ‘AAA’ has the highest rating assigned by Standard & Poor’s. The obligor’s capacity to meet its financial commitment on the obligation is extremely strong. An obligation rated ‘AA’ by Standard & Poor’s differs from the highest-rated obligations only to a small degree. The obligor’s capacity to meet its financial commitment on the obligation is very strong. An obligation rated ‘A’ by Standard & Poor’s is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitment on the obligation is still strong. An obligation rated ‘BBB’ by Standard & Poor’s exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation. Obligations rated ‘BB’, ‘B’, ‘CCC’, ‘CC’, and ‘C’ by Standard & Poor’s are regarded as having significant speculative characteristics. ‘BB’ indicates the least degree of speculation and ‘C’ the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.

Any opinions herein, including forecasts, reflect our judgment as of the end of the reporting period and are subject to change. Each advisor’s strategies and each Fund’s portfolio composition will change depending on economic and market conditions. This report is not a complete analysis of market conditions and therefore, should not be relied upon as investment advice. Although economic and market information has been compiled from reliable sources, American Beacon Advisors, Inc. makes no representation as to the completeness or accuracy of the statements contained herein.

American Beacon Funds April 30, 2013

Dear Shareholders,

The bond market has been difficult to navigate in recent months. The continuing low interest-rate environment has forced bond managers to become more creative in their search for yields. For the six months ended April 30, 2013, the Barclays U.S. Aggregate Bond Index — the most commonly used broad-based measure of the bond market — was barely positive, returning 0.90%.

Part of the reason for these low returns is something that would otherwise be good news. Corporate defaults are near historic lows right now, making bond issuances relatively risk-free for investors. This has created an environment in which fixed-income investors have become willing to take on a bit more risk.

Because they’ve been carrying such a low rate of default, lower-quality issues have been outperforming their higher-rated brethren. In the six-month period under review, the Bank of America/Merrill Lynch U.S. High-Yield Master II Index returned 7.26%, while the U.S. Corporate Master Index returned just 1.65%, or less than a fourth as much.

The landscape is fertile, then, for an active manager who is able to choose among debt issues. For the six months ended April 30, 2013:

• The American Beacon High Yield Bond Fund (Institutional Class) returned 7.28%.

• The American Beacon Retirement Income and Appreciation Fund (Investor Class) returned 2.95%.

• The American Beacon Intermediate Bond Fund (Institutional Class) returned 0.74%.

• The American Beacon Short-Term Bond Fund (Institutional Class) returned 0.49%.

We’re pleased with the performance of these Funds in what has been an uneasy time for the fixed-income sector. Thank you for your continued investment in the American Beacon Funds. For additional information about the Funds or to access your account information, please visit our website at www.americanbeaconfunds.com.

Best Regards,

Gene L. Needles, Jr.

President

American Beacon Funds

1

American Beacon High Yield Bond Fund^SM

Performance Overview

April 30, 2013 (Unaudited)

The Investor Class of the High Yield Bond Fund (the “Fund”) returned 7.27% for the six months ended April 30, 2013. The Fund performed in-line with the JPMorgan Global High-Yield Index (the “Index”) return of 7.30% but slightly trailed the Lipper High Current Yield Funds Index return of 7.47% for the period.

Total Returns for the Period ended 4/30/13:

	6 Months*			1 Year			5 Years			10 Years
Institutional Class (1,7)		7.28	%		13.78	%		8.67	%		7.72	%
Y Class (1,2,7)		7.24	%		13.86	%		8.53	%		7.65	%
Investor Class (1,7)		7.27	%		13.64	%		8.39	%		7.44	%
A Class with sales charge (1,4,7)		2.13	%		8.33	%		7.37	%		6.94	%
A Class without sales charge (1,4,7)		7.17	%		13.68	%		8.43	%		7.46	%
C Class with sales charge (1,5,7)		5.89	%		11.85	%		7.94	%		7.22	%
C Class without sales charge (1,5,7)		6.89	%		12.85	%		7.94	%		7.22	%
AMR Class (1,3,7)		7.54	%		14.24	%		8.98	%		7.90	%
JPMorgan Global High-Yield Index (6)		7.30	%		13.80	%		11.27	%		9.96	%
Lipper High Current Yield Funds Index (6)		7.47	%		13.58	%		8.76	%		8.25	%

* Not annualized

1. Performance shown is historical and is not indicative of future returns. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please visit www.americanbeaconfunds.com or call 1-800-967- 9009. Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares. A portion of the fees charged to the Institutional Class of the Fund was waived through 2004. Performance prior to waiving fees was lower than the actual returns shown for periods through 2004.

2. Fund performance for the five-year and ten-year periods represent the returns achieved by the Institutional Class from 4/30/03 up to 3/1/10, the inception date of the Y Class, and the returns of the Y Class since its inception. Expenses of the Y Class are higher than those of the Institutional Class. As a result, total returns shown may be higher than they would have been had the Y Class been in existence since 4/30/03.

3. Fund performance for the ten-year period represents the returns achieved by the Institutional Class from 4/30/03 up to 9/4/07, the inception date of the AMR Class, and the returns of the AMR Class since its inception. Expenses of the AMR Class are lower than those of the Institutional Class. As a result, total returns shown may be lower than they would have been had the AMR Class been in existence since 4/30/03.

4. Fund performance for the five-year and ten-year periods represent the returns achieved by the Investor Class from 4/30/03 up to 5/17/10, the inception date of the A Class, and the returns of the A Class since its inception. Expenses of the A Class are higher than

those of the Investor Class. As a result, total returns shown may be higher than they would have been had the A Class been in existence since 4/30/03. The maximum sales charge for A Class is 4.75%.

5. Fund performance for the five-year and ten-year periods represent the returns achieved by the Investor Class from 4/30/03 up to 9/1/10, the inception date of the C Class, and the returns of the C Class since its inception. Expenses of the C Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the C Class been in existence since 4/30/03. The maximum contingent deferred sales charge for C Class is 1.00% for shares redeemed within one year of the date of purchase.

6. The JPMorgan Global High-Yield Index (“JPMorgan Index”) is an unmanaged index of fixed income securities with a maximum credit rating of BB+ or Ba1. Issues must be publicly registered or issued under Rule 144A under the Securities Act of 1933, with a minimum issue size of $75 million (par amount). A maximum of two issues per issuer are included in the JPMorgan Index. Convertible bonds, preferred stock, and floating-rate bonds are excluded from the JPMorgan Index. The Lipper High Current Yield Funds Index tracks the results of the 30 largest mutual funds in the Lipper High Current Yield Funds category. Lipper is an independent mutual fund research and ranking service. One cannot directly invest in an index.

7. The total annual Fund operating expense ratio set forth in the most recent Fund prospectus for the Institutional, Y, Investor, A, C, and AMR Class shares was 0.94%, 1.14%, 1.17%, 1.47%, 2.17%, and 0.63%, respectively. The expense ratios above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

The Fund’s relative returns versus the Index were aided by positive security selection among the various economic sectors and credit quality categories. The Fund’s relative weightings among credit quality categories proved beneficial, while the sector allocations detracted.

From a sector issue selection standpoint, issue selections in the Manufacturing, Service and Energy sectors had a positive impact on the Fund’s relative returns. The Fund’s holdings within these categories outpaced those within the Index in addition to outperforming the overall high yield market.

From a sector allocation perspective, the Fund was hindered by its cash allocation. The Index does not have an allocation to cash and given the strong absolute returns generated by the high yield market over the period, maintaining an allocation to cash had a negative impact. The Fund’s underweights and overweights to the remaining sectors had a minimal impact on relative returns.

2

American Beacon High Yield Bond Fund^SM

Performance Overview

April 30, 2013 (Unaudited)

From a credit quality perspective, issue selections in the B-rated and BB-rated credit groups contributed to performance. The Fund’s holdings in the CCC-rated category trailed those of the Index and detracted from relative performance.

From a credit quality allocation perspective, underweighting the BB-rated credit group (up 4.6%) and overweighting the CCC-rated credit group (up 10.1%) provided a boost to the Fund’s relative performance.

The sub-advisors’ “bottom-up”, research intensive investment process, which focuses on companies with strong cash flow and fundamental credit strength, remains in place.

Top Ten Holdings (% Net Assets*)

Clear Channel Communications, Inc., 9.00%, Due 3/1/21	1.0
E*Trade Financial Corp., 6.375%, Due 11/15/19	1.0
Samson Investment Co., 9.75%, Due 2/15/20, 144A	0.6
Hub International Ltd., 8.125%, Due 10/15/2018, 144A	0.6
Chesapeake Energy Corp., 6.625%, Due 8/15/20	0.6
Sabine Pass LNG LP, 7.500%, Due 11/30/2016	0.6
Clear Channel Worldwide Holdings, Inc., 7.625%, Due 3/15/20	0.5
Zions Bancorporation, 9.500%, Due 12/31/2049	0.5
Penn Virginia Corp., 8.500%, Due 5/1/2020, 144A	0.5
Valeant Pharmaceuticals International, 6.750%, Due 8/15/2021, 144A	0.5
Total Fund Holdings	493

Sector Allocation (% Investments)

Service	28.5
Manufacturing	20.3
Energy	19.7
Telecommunications	10.8
Finance	8.6
Consumer	4.1
Utilities	3.1
Transportation	2.5
Equity	1.9
Convertible Obligations	0.5

Investing in the securities of small and mid-capitalization companies involves greater risk and the possibility of greater price volatility than investing in larger capitalization and more established companies. Investing in high yield securities involves additional risks when compared to investing in investment-grade securities. These include a greater risk of default or bankruptcy and an increased sensitivity to financial difficulties or changes in interest rates.

3

American Beacon Retirement Income and Appreciation Fund^SM

Performance Overview

April 30, 2013 (Unaudited)

The Investor Class of the Retirement Income and Appreciation Fund (the “Fund”) returned 2.95% for the six months ended April 30, 2013. Its benchmark, a blend of 75% Barclays Capital Aggregate Index (the “Aggregate Index”) and 25% BofA Merrill Lynch All U.S. Convertibles Index (the “ML Index”) (combined the “Retirement Income and Appreciation Composite Index”), returned 3.77%. The Fund’s peer group, the Lipper Intermediate Investment Grade Index, returned 1.83% for the same period.

Total Returns for the Period ended 4/30/13:

	6 Months*			1 Year			5 Years			Since Incep. (7/1/03)
Y Class (1,2,7)		3.02	%		6.50	%		5.73	%		5.00	%
Investor Class (1,7 )		2.95	%		6.26	%		5.58	%		4.92	%
A Class with sales charge (1,3,7)		-0.10	%		3.14	%		4.56	%		4.40	%
A Class without sales charge (1,3,7 )		2.99	%		6.28	%		5.58	%		4.92	%
C Class with sales charge (1,4,7)		1.44	%		4.28	%		5.08	%		4.67	%
C Class without sales charge (1,4,7 )		2.44	%		5.28	%		5.08	%		4.67	%
Retirement Income and Appreciation Composite Index (6 )		3.77	%		6.59	%		6.07	%		5.43	%
Barclays Capital Aggregrate Index (5 )		0.90	%		3.68	%		5.72	%		4.96	%
BofA Merrill Lynch All U.S. Convertibles Index (5 )		12.69	%		15.47	%		6.09	%		6.99	%
Lipper Intermediate Investment Grade Index (5)		1.83	%		6.17	%		6.45	%		5.06	%

* Not annualized

1. Performance shown is historical and is not indicative of future returns. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please visit www.americanbeaconfunds.com or call 1-800-967-9009. Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares.

2. Fund performance for the five-year and since inception periods represent the returns achieved by the Investor Class from 7/1/03 up to 3/1/10, the inception date of the Y Class, and the returns of the Y Class since its inception. Expenses of the Y Class are lower than those of the Investor Class. As a result, total returns shown may be lower than they would have been had the Y Class been in existence since 7/1/03.

3. Fund performance for the five-year and since inception periods represent the returns achieved by the Investor Class from 7/1/03 up to 5/17/10, the inception date of the A Class and the returns of the A Class since its inception. Expenses of the A Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the A Class been in existence since 7/1/03. The maximum sales charge for A Class is 2.50%.

4. Fund performance for the five-year and since inception periods represent the returns achieved by the Investor Class from 7/1/03 up to 9/1/10, the inception date of the C Class and the returns of the C Class since its inception. Expenses of the C Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the C Class been in existence since 7/1/03. The maximum contingent deferred sales charge for Class is 1.00% for shares redeemed within one year of the date of purchase.

5. The Barclays Capital Aggregate Index represents returns of the Barclays Capital Gov./Credit Intermediate Index (“Intermediate Index”) up to October 31, 2006 and the Barclays Capital Aggregate Index (“Aggregate Index”) thereafter. The Intermediate Index is an unmanaged index of investment grade corporate and government debt issues with maturities between one and ten years. The Aggregate Index is a market value weighted index of government, corporate, mortgage-backed and asset-backed fixed- rate debt securities of all maturities. The BofA Merrill Lynch All U. S. Convertibles Index is an unmanaged index of domestic securities of all quality grades that are convertible into U.S. dollar-denominated common stock, ADRs or cash equivalents. The Lipper Intermediate Investment Grade Index tracks the results of the 30 largest mutual funds in the Lipper Intermediate Investment Grade category. Lipper is an independent mutual fund research and ranking service. One cannot directly invest in an index.

6. To reflect the Fund’s allocation of its assets between investment grade fixed-income securities and convertible securities, the returns of the Barclays Capital Aggregate Index and the BofA Merrill Lynch All U.S. Convertibles Index have been combined in a 75%/25% proportion.

7. The total annual Fund operating expense ratio set forth in the most recent Fund prospectus for the Y, Investor, A and C, Class shares was 0.88%, 1.13%, 1.29% and 2.05%, respectively. The expense ratio above may vary from the expense ratio presented in other sections of this report that is based on expenses incurred during the period covered by this report.

The Fund’s assets have been allocated approximately 75% to American Beacon Advisors, Inc. (the “Manager”) investing primarily in income producing, short and intermediate-term investment-grade bonds and 25% to a sub-advisor that invests in securities including convertible bonds, convertible preferreds, high yield bonds and equities in order to try to enhance the return of the overall Fund.

4

American Beacon Retirement Income and Appreciation Fund^SM

Performance Overview

April 30, 2013 (Unaudited)

During the six-month period, the investment-grade bond portion of the Fund returned 1.1% before expenses, outperforming the 0.9% return for the Aggregate Index.

This segment of the Fund’s outperformance can be attributed to a combination of favorable allocation decisions and strong security selection among sectors and credit quality categories.

During the period, the overweight allocation to the Finance sector enhanced relative returns, as Finance was the strongest performing sector for both the Aggregate Index and the Fund during the period. The Fund also benefited from strong security selection among several of the corporate sectors such as Service, Manufacturing and Finance. Some of the strong security selection from the corporate categories was offset by holdings in the Commercial Mortgage Backed Sector as the Fund’s investments struggled to keep pace with the Aggregate Index holdings.

Sector positioning and security selection among the various credit quality categories aided returns relative to the benchmark. During the period, lower quality securities generally outperformed those with a higher quality rating. A combination of overweighting the lower end of the investment-grade spectrum (BBB/Baa) and underweighting the upper end of the investment-grade spectrum (AAA/Aaa) helped. In addition, the investments held by the Fund in the A and BBB/Baa categories outperformed those within the Aggregate Index.

The remaining portion of the Fund, managed by the Fund’s sub-advisor, returned 9.3% before expenses. These results trailed the 12.7% return of the ML Index. This segment of the Fund’s underperformance can be attributed to a combination of less favorable security selection among credit quality categories and sectors, coupled with detrimental over and underweight allocations.

Similar to the investment-grade portion of the Fund, the more speculative companies with lower credit ratings generally outpaced higher rated, stronger companies during the period. The sub-advisor’s portion of the Fund has maintained an underweight to the lower quality segments of the market, which detracted from relative returns. Additionally, weak security selection in the Health Care, Industrials and Information Technology sectors hindered relative returns.

The Manager and the Fund’s sub-advisor remain focused on the Fund’s investment objectives of generating income and capital appreciation.

Top Ten Holdings (% Net Assets)
Government National Mortgage Association, 3.20%, Due 11/16/44	2.0
Government National Mortgage Association, 2.17%, Due 4/16/41	2.0
Government National Mortgage Association, 2.70%, Due 4/16/43	1.7
Freddie Mac Gold Pool, 3.50%, Due 6/1/42	1.7
Government National Mortgage Association, 2.21%, Due 12/16/35	1.6
Government National Mortgage Association, 2.543%, Due 9/16/44	1.5
Fannie Mae Pool, 5.00%, Due 1/1/41	1.3
Ally Master Owner Trust, 1.21%, Due 6/15/17	1.2
National Credit Union Administration, 0.674%, Due 10/7/20	1.2
National Credit Union Administration, 0.625%, Due 3/11/20	1.2
Total Fund Holdings	246

Sector Allocation (% Fixed Income)
Mortgage Backed Obligations	26.5
Finance	22.5
U.S. Treasury	14.3
Manufacturing	13.0
Service	10.3
Telecommunications	3.2
Energy	2.7
Asset-Backed Obligations	2.6
Utilities	2.6
Consumer	1.2
Transportation	1.1

Sector Allocation (% Equities)
Information Technology	27.1
Finance	20.8
Manufacturing	16.0
Financials	11.4
Energy	9.6
Utilities	3.6
Consumer Staples	3.5
Health Care	3.0
Consumer Discretionary	3.0
Transportation	2.0

5

American Beacon Intermediate Bond Fund^SM

Performance Overview

April 30, 2013 (Unaudited)

The Investor Class of the Intermediate Bond Fund (the “Fund”) returned 0.41% for the six months ended April 30, 2013, trailing the Barclays Capital Aggregate Index (the “Index”) return of 0.90% and the Lipper Intermediate Investment Grade Index return of 1.83% for the same period.

Total Returns for the Period ended 4/30/13:

	6 Months*			1 Year			5 Years			10 Years
Institutional Class (1,5)		0.74	%		4.09	%		5.70	%		5.08	%
Y Class (1,2,5)		0.58	%		3.86	%		5.61	%		5.03	%
Investor Class (1,3,5)		0.41	%		3.61	%		5.28	%		4.86	%
A Class with sales charge (1,4,7)		-4.36	%		-1.50	%		4.16	%		4.30	%
A Class without sales charge (1,4,7)		0.41	%		3.41	%		5.17	%		4.81	%
C Class with sales charge (1,5,7)		-1.05	%		1.64	%		4.76	%		4.61	%
C Class without sales charge (1,5,7)		-0.05	%		2.64	%		4.76	%		4.61	%
Barclays Capital Agg. Index (6)		0.90	%		3.68	%		5.72	%		5.04	%
Lipper Intermediate Inv. Grade Index (6)		1.83	%		6.17	%		6.45	%		5.16	%

* Not annualized

1. Performance shown is historical and is not indicative of future returns. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please visit www.americanbeaconfunds.com or call 1-800-967-9009. Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares.

2. Fund performance for the five-year and ten-year periods represent the returns achieved by the Institutional Class from 4/30/03 up to 3/1/10, the inception date of the Y Class, and the returns of the Y Class since its inception. Expenses of the Y Class are higher than those of the Institutional Class. As a result, total returns shown may be higher than they would have been had the Y Class been in existence since 4/30/03.

3. Fund performance for the five-year and ten-year periods represent the returns achieved by the Institutional Class from 4/30/03 up to 3/2/09, the inception date of the Investor Class, and the returns of the Investor Class since its inception. Expenses of the Investor Class are higher than those of the Institutional Class. As a result, total returns shown may be higher than they would have been had the Investor Class been in existence since 4/30/03.

4. Fund performance for the five-year and ten-year periods represent the returns achieved by the Institutional Class from 4/30/03 through 3/2/09, the Investor Class from 3/2/09 up to 5/17/10, the inception date of the A Class, and the returns of the A Class since its inception. Expenses of the A Class are higher than those of the Institutional and Investor Classes. As a result, total returns shown may be higher than they would have been had the A Class been in existence since 4/30/03. The maximum sales charge for A Class is 4.75%.

5. Fund performance for the five-year and ten-year periods represent the returns achieved by the Institutional Class from 4/30/03

through 3/2/09, the Investor Class from 3/2/09 up to 9/1/10, the inception date of the C Class, and the returns of the C Class since its inception. Expenses of the C Class are higher than those of the Institutional and Investor Classes. As a result, total returns shown may be higher than they would have been had the C Class been in existence since 4/30/03. The maximum contingent deferred sales charge is 1.00% for shares redeemed within one year of the date of purchase.

6. The Barclays Capital Aggregate Index is a market value weighted index of government, corporate, mortgage-backed and asset- backed fixed-rate debt securities of all maturities. The Lipper Intermediate Investment Grade Index tracks the results of the 30 largest mutual funds in the Lipper Intermediate Investment Grade category. Lipper is an independent mutual fund research and ranking service. One cannot directly invest in an index.

7. The total annual Fund operating expense ratios set forth in the most recent Fund prospectus for the Institutional, Y, Investor, A and C Class shares was 0.34%, 1.00%, 0.85%, 1.13%, and 1.88%, respectively. The expense ratios above may vary from the expense ratios presented in other sections of this report that is based on expenses incurred during the period covered by this report.

The Fund’s underperformance relative to the Index can be attributed to weak issue selection among sectors and credit quality categories. On the other hand, the Fund’s positioning among sectors and credit quality categories proved beneficial.

During the period, the overweight allocation to the Finance sector benefited the Fund, as Finance was the strongest performing sector for both the Index and the Fund during the period. Despite generating the strongest absolute sector returns, the Fund’s Finance holdings slightly trailed those within the Index and detracted from relative results. The performance from the Fund’s Commercial Mortgage-Backed securities trailed those in the Index and also hampered returns.

Positioning among the various credit quality categories had a positive impact on returns relative to the benchmark. A combination of overweighting the lower end of the investment-grade spectrum (BBB/Baa) and underweighting the upper end of the investment-grade spectrum (AAA/Aaa) helped, as lower quality securities generally outperformed higher-rated securities. The Fund’s holdings within the AAA/Aaa category struggled to keep pace with those in the Index, but this was partially offset by stronger security selection in the BBB/Baa category.

6

American Beacon Intermediate Bond Fund^SM

Performance Overview

April 30, 2013 (Unaudited)

Duration positioning during the period was essentially neutral, with a modest bias to the Index by implementing a slightly longer duration. Performance of the securities within the Fund that had a duration between 5-7 years saw the strongest gains and outperformed the overall Index return.

The Fund’s investment managers remain focused on a conservative approach toward investing in the bond market and on issuer-specific opportunities.

Top Ten Holdings (% Net Assets*)

Fannie Mae Pool, 4.50%, Due 4/1/41	1.6
Government National Mortgage Association, 2.17%, Due 4/16/41	1.6
Fannie Mae Pool, 4.00%, Due 12/1/40	1.3
Freddie Mac Gold Pool, 3.00%, Due 8/1/42	1.3
Bear Stearns Cos. LLC, 7.250%, Due 2/1/2018	1.1
Freddie Mac Gold Pool, 3.50%, Due 6/1/42	1.1
Fannie Mae Pool, 4.000%, Due 2/1/2041	1.0
Wachovia Corp., 5.75%, Due 2/1/18	1.0
Fannie Mae Pool, 5.00%, Due 5/1/35	1.0
Freddie Mac Gold Pool, 4.00%, Due 10/1/39	1.0
Total Fund Holdings	388

Sector Allocation (% Fixed Income)

Mortgage Backed Obligations	31.4
Finance	20.0
U.S. Treasury	17.0
Manufacturing	7.4
Service	7.1
Energy	5.1
Telecommunications	3.4
Utilities	3.0
Asset-Backed Obligations	2.7
Consumer	2.1
Transportation	0.8

7

American Beacon Short-Term Bond Fund^SM

Performance Overview

April 30, 2013 (Unaudited)

The Investor Class of the Short-Term Bond Fund (the “Fund”) returned 0.34% for the six-month period ended April 30, 2013, which underperformed the BofA Merrill Lynch 1-3 Year Gov/Corp Index (the “Index”) return of 0.54% and the Lipper Short Investment Grade Bond Funds Index return of 0.96%.

Total Returns for the Period ended 4/30/13:

	6 Months*			1 Year			5 Years			10 Years
Institutional Class (1,6)		0.49	%		1.86	%		2.60	%		3.03	%
Y Class (1,2,6)		0.37	%		1.94	%		2.55	%		3.01	%
Investor Class (1,6)		0.34	%		1.50	%		2.24	%		2.57	%
A Class with sales charge (1,3,6 )		-2.41	%		-1.21	%		1.62	%		2.26	%
A Class without sales charge (1,3,6 )		0.15	%		1.28	%		2.15	%		2.52	%
C Class with sales charge (1,4,6 )		-1.22	%		-0.48	%		1.77	%		2.33	%
C Class without sales charge (1,4,6 )		-0.22	%		0.52	%		1.77	%		2.33	%
Lipper Short Inv. Grade Bond Funds Index (5)		0.96	%		2.85	%		3.14	%		2.96	%
BofA Merrill Lynch 1-3 Yr. Gov./Corp. Index (5)		0.54	%		1.21	%		2.53	%		3.02	%

* Not annualized

1. Performance shown is historical and is not indicative of future returns. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please visit www.americanbeaconfunds.com or call 1-800-967-9009. Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares. A portion of the fees charged to the Investor Class of the Fund has been waived. Performance prior to waiving fees was lower than the actual returns shown.

2. Fund performance for the five-year and ten-year periods represent the returns achieved by the Institutional Class from 4/30/03 up to 3/1/10, the inception date of the Y Class, and the returns of the Y Class since its inception. Expenses of the Y Class are higher than those of the Institutional Class. As a result, total returns shown may be higher than they would have been had the Y Class been in existence since 4/30/03. A portion of the fees charged to the Y Class of the Fund was waived since 2010. Performance prior to waiving fees was lower than the actual returns shown since 2010.

3. Fund performance for the five-year and ten-year periods represent the returns achieved by the Investor Class from 4/30/03 up to 5/17/10, the inception date of the A Class, and the returns of the A Class since its inception. Expenses of the A Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the A Class been in existence since 4/30/03. A portion of the fees charged to the A Class of the Fund was waived since 2010. Performance prior to waiving fees was lower than the actual returns shown since 2010. The maximum sales charge for A Class is 2.50%.

4. Fund performance for the five-year and ten-year periods represent the returns achieved by the Investor Class from 4/30/03 up to 9/1/10, the inception date of the C Class, and the returns of the C

Class since its inception. Expenses of the C Class are higher than those of the Investor Class. As a result, total returns shown may be higher than they would have been had the C Class been in existence since 4/30/03. A portion of the fees charged to the C Class of the Fund was waived since 2010. Performance prior to waiving fees was lower than the actual returns shown since 2010. The maximum contingent deferred sales charge is 1.00% for shares redeemed within one year of the date of purchase.

5. The BofA Merrill Lynch 1-3 Yr. Gov./Corp. Index is a market value weighted performance benchmark for government and corporate fixed-rate debt securities with maturities between one and three years. The Lipper Short Investment Grade Bond Funds Index tracks the results of the 30 largest mutual funds in the Lipper Short Investment Grade Bond Funds category. Lipper is an independent mutual fund research and ranking service. One cannot directly invest in an index.

6. The total annual Fund operating expense ratio set forth in the most recent Fund prospectus for the Institutional, Y, Investor, A and C Class shares was 0.37%, 0.72%, 0.89%, 1.12%, and 1.90%, respectively. The expense ratios above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

The Fund’s returns are beginning to reflect the ultra-low interest rate environment that has persisted for several quarters. Credit spreads also reached low levels during the period and created an environment where total returns in the short-term fixed income markets were unusually low.

Prior to the deduction of expenses, the Fund’s outperformance was primarily due to its asset allocation during the period. The Fund had overweight positions in the major credit sectors, including investment-grade Corporates, Asset-Backed and Agency-Backed Mortgages – all of which outperformed Treasuries. Credit sectors responded favorably to the extraordinarily easy monetary policy provided by the European Central Bank and the U.S. Federal Reserve Bank during the period, and investors sought incremental return in nearly all risk assets.

While the Fund’s asset allocation helped total returns during the period, its duration position detracted slightly as interest rates declined. The Fund’s average duration of 1.2 was shorter than the Index duration of 1.8 as the two-year Treasury yield declined from 0.28% to 0.21%. The decline in interest rates was only subtle, thus the impact on relative returns was subtle as well.

8

American Beacon Short-Term Bond Fund^SM

Performance Overview

April 30, 2013 (Unaudited)

Given the unusually low levels of interest rates, we have maintained a short duration to protect the Fund from an ultimate rise in rates. Although a rate increase does not appear to be imminent, the absolute low level of yields warrants a more defensive approach towards duration overall.

The Lipper peer group continued to benefit from the outperformance of high-yield bonds. During the period, the BofA Merrill Lynch 1-3 Year US Cash Pay High Yield Index returned 4.97% versus 1.15% for the investment-grade BofA Merrill Lynch 1-3 Year US Corporate Index. The Fund, which is investment-grade only, often lags the Lipper Index during periods of strong high yield outperformance.

Given the macroeconomic backdrop, we will continue to look for opportunity in this low interest rate environment and strive to protect the Fund from volatility across the globe. We will maintain our conservative approach toward credit risk and seek to outperform over the long term on a risk-adjusted basis.

Top Ten Holdings (% Net Assets)

National Credit Union Administration, 0.625%, Due 3/11/20	3.7
National Credit Union Administration, 0.693%, Due 1/8/20	3.6
AbbVie, Inc., 1.20%, Due 11/6/15, 144A	3.4
Ally Master Owner Trust, 1.031%, Due 9/15/16	2.7
Danske Bank A/S, 1.355%, Due 4/14/14, 144A	2.0
Nissan Master Owner Trust Receivables, 0.503%, Due 2/15/18	2.0
Government National Mortgage Association, 2.25%, Due 5/16/33	2.0
Volkswagen International Finance N.V., 1.15%, Due 11/20/15, 144A	2.0
ING Bank N.V., 1.808%, Due 6/9/14, 144A	2.0
MetLife Institutional Funding II, 1.481%, Due 4/4/14, 144A	2.0
Total Fund Holdings	81

Sector Allocation (% Fixed Income)

Mortgage Backed Obligations	28.7
Finance	25.9
Asset-Backed Obligations	17.5
Manufacturing	10.9
Service	6.1
U.S. Treasury	4.2
Consumer	3.4
Utilities	1.2
Telecommunications	0.7
Transportation	0.7
Energy	0.7

9

American Beacon Funds^SM

Fund Expenses

April 30, 2013 (Unaudited)

Fund Expense Example

As a shareholder of a Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and redemption fees if applicable, and (2) ongoing costs, including management fees, administrative service fees, and other Fund expenses. The examples below are intended to help you understand the ongoing cost (in dollars) of investing in a particular Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The examples are based on an investment of $1,000 invested at the beginning of the period in each Class and held for the entire period from November 1, 2012 through April 30, 2013.

Actual Expenses

The following tables provide information about actual account values and actual expenses. You may use the information on this page, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the “Expenses Paid During Period” for the applicable Fund to estimate the expenses you paid on your account during this period. Shareholders that invest in a Fund through an IRA or Roth IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

Hypothetical Example for Comparison Purposes

The following tables provide information about hypothetical account values and hypothetical expenses based on a Fund’s actual expense ratio and an assumed 5% per year rate of return before expenses (not the Fund’s actual return). You may compare the ongoing costs of investing in a particular Fund with other funds by contrasting this 5% hypothetical example and the 5% hypothetical examples that appear in the shareholder reports of the other funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. Shareholders that invest in a Fund through an IRA or Roth IRA may be subject to a custodial IRA fee of $15 that is typically deducted each December. If your account was subject to a custodial IRA fee during the period, your costs would have been $15 higher.

You should also be aware that the expenses shown in the table highlight only your ongoing costs and do not reflect any transaction costs charged by a Fund, such as sales charges (loads) or redemption fees as applicable. Similarly, the expense examples for other funds do not reflect any transaction costs charged by those funds, such as sales charges (loads), redemption fees or exchange fees. Therefore, the following tables are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. If you were subject to any transaction costs during the period, your costs would have been higher.

10

American Beacon Funds^SM

Fund Expenses

April 30, 2013 (Unaudited)

High Yield Bond Fund

	Beginning Account Value 11/1/12		Ending Account Value 4/30/13		Expenses Paid During Period* 11/1/12-4/30/13
Institutional Class
Actual	$	1,000.00	$	1,072.75	$4.63
Hypothetical **	$	1,000.00	$	1,020.33	$4.51
Y Class
Actual	$	1,000.00	$	1,072.43	$4.98
Hypothetical **	$	1,000.00	$	1,019.98	$4.86
Investor Class
Actual	$	1,000.00	$	1,072.72	$5.76
Hypothetical **	$	1,000.00	$	1,019.24	$5.61
A Class
Actual	$	1,000.00	$	1,071.65	$5.75
Hypothetical **	$	1,000.00	$	1,019.24	$5.61
AMR Class
Actual	$	1,000.00	$	1,075.43	$3.14
Hypothetical **	$	1,000.00	$	1,021.77	$3.06
C Class
Actual	$	1,000.00	$	1,068.94	$9.59
Hypothetical **	$	1,000.00	$	1,015.52	$9.35

* Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 0.90%, 0.97%, 1.12%, 1.12%, 1.87% and 0.61% for the Institutional, Y, Investor, A, C and AMR Classes respectively, multiplied by the average account value over the period, multiplied by the number derived by dividing the number of days in the most recent fiscal half-year (181) by days in the year (365) to reflect the half-year period.

** 5% return before expenses.

Retirement Income and Appreciation Fund

	Beginning Account Value 11/1/12		Ending Account Value 4/30/13		Expenses Paid During Period* 11/1/12-4/30/13
Y Class
Actual	$	1,000.00	$	1,030.19	$4.03
Hypothetical **	$	1,000.00	$	1,020.83	$4.01
Investor Class
Actual	$	1,000.00	$	1,029.53	$5.54
Hypothetical **	$	1,000.00	$	1,019.34	$5.51
A Class
Actual	$	1,000.00	$	1,029.90	$5.69
Hypothetical **	$	1,000.00	$	1,019.19	$5.66
C Class
Actual	$	1,000.00	$	1,024.36	$9.84
Hypothetical **	$	1,000.00	$	1,015.08	$9.79

* Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 0.80%, 1.10%, 1.13% and 1.96% for the Y, Investor, A and C Classes respectively, multiplied by the average account value over the period, multiplied by the number derived by dividing the number of days in the most recent fiscal half-year (181) by days in the year (365) to reflect the half-year period.

** 5% return before expenses.

Intermediate Bond Fund

	Beginning Account Value 11/1/12		Ending Account Value 4/30/13		Expenses Paid During Period* 11/1/12-4/30/13
Institutional Class
Actual	$	1,000.00	$	1,007.38	$1.59
Hypothetical **	$	1,000.00	$	1,023.21	$1.61
Y Class
Actual	$	1,000.00	$	1,005.85	$3.23
Hypothetical **	$	1,000.00	$	1,021.57	$3.26
Investor Class
Actual	$	1,000.00	$	1,004.14	$3.93
Hypothetical **	$	1,000.00	$	1,020.88	$3.96
A Class
Actual	$	1,000.00	$	1,004.11	$4.92
Hypothetical **	$	1,000.00	$	1,019.89	$4.96
C Class
Actual	$	1,000.00	$	999.48	$8.63
Hypothetical **	$	1,000.00	$	1,016.17	$8.70

* Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 0.32%, 0.65%, 0.79%, 0.99% and 1.74% for the Institutional, Y, Investor, A and C Classes respectively, multiplied by the average account value over the period, multiplied by the number derived by dividing the number of days in the most recent fiscal half- year (181) by days in the year (365) to reflect the half-year period.

** 5% return before expenses.

Short-Term Bond Fund

	Beginning Account Value 11/1/12		Ending Account Value 4/30/13		Expenses Paid During Period* 11/1/12-4/30/13
Institutional Class
Actual	$	1,000.00	$	1,004.90	$1.84
Hypothetical **	$	1,000.00	$	1,022.96	$1.86
Y Class
Actual	$	1,000.00	$	1,003.75	$3.18
Hypothetical **	$	1,000.00	$	1,021.62	$3.21
Investor Class
Actual	$	1,000.00	$	1,003.37	$3.92
Hypothetical **	$	1,000.00	$	1,020.88	$3.96
A Class
Actual	$	1,000.00	$	1,001.47	$4.22
Hypothetical **	$	1,000.00	$	1,020.58	$4.26
C Class
Actual	$	1,000.00	$	997.79	$7.88
Hypothetical **	$	1,000.00	$	1,016.91	$7.95

* Expenses are equal to the Fund’s annualized expense ratios for the six- month period of 0.37%, 0.64%, 0.79%, 0.85% and 1.59% for the Institutional, Y, Investor, A and C Classes respectively, multiplied by the average account value over the period, multiplied by the number derived by dividing the number of days in the most recent fiscal half- year (181) by days in the year (365) to reflect the half-year period.

** 5% return before expenses.

11

American Beacon High Yield Bond Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Shares		Fair Value
			(000’s)
COMMON STOCKS - 0.31%
COMMUNICATIONS - 0.02%
Media - 0.02%
Dex One Corp.A		10,761	$	26
SuperMedia, Inc.A		1,037		5
Total Communications				31
CONSUMER DISCRETIONARY - 0.10%
Automobiles - 0.10%
General Motors Co.A		6,381		197
INDUSTRIALS - 0.01%
Paper & Forest Products - 0.01%
Catalyst Paper Corp.A		8,426		17
RIGHTS - 0.18%
Media
Charter Communications, Inc., Expires 11/30/2014A B		2,759		153
Transportation
Horizon Lines, Inc. Expires 9/27/2036A B		3,581,642		200
Total Rights				353
Total Common Stocks (Cost $2,115)				598
CONVERTIBLE PREFERRED STOCKS - 0.70%
FINANCIALS - 0.70%
Banks - 0.70%
Bank of America Corp., 7.25%, Due 12/31/2049		460		573
Wells Fargo & Co., 7.50%, Due 12/31/2049		595		785
Total Convertible Preferred Stocks (Cost $1,205)				1,358
PREFERRED STOCKS - 1.48%
FINANCIALS - 0.02%
Agency - 0.02%
Federal Home Loan Mortgage Corp., 1.00%, Due 12/31/2049A C		10,000		47
Banks - 0.77%
Ally Financial, Inc., 7.00%, Due 12/31/49D		165		163
GMAC Capital Trust I, 1.00%, Due 2/15/2040C		11,600		318
Zions Bancorporation, 9.50%, Due 12/31/2049		38,800		1,006
				1,487
Total Preferred Stocks (Cost $1,697)				1,534
	Par Amount
	(000’s)
CONVERTIBLE OBLIGATIONS - 0.46%
Finance - 0.12%
E*Trade Financial Corp., 0.01%, Due 8/31/2019	$	240		241
Manufacturing - 0.34%
Alpha Appalachia Holdings, Inc., 3.25%, Due 8/1/2015		290		276
Alpha Natural Resources, Inc., 2.375%, Due 4/15/2015		390		366
				642
Total Convertible Obligations (Cost $828)				883
CORPORATE OBLIGATIONS - 90.44%
Consumer - 3.84%

See accompanying notes

12

American Beacon High Yield Bond Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
American Rock Salt Co. LLC, 8.25%, Due 5/1/2018D E	$	150	$	145
ARAMARK Corp., 5.75%, Due 3/15/2020D		130		136
Avon Products, Inc., 5.00%, Due 3/15/2023		100		109
CEDC Finance Corp International, Inc., 9.125%, Due 12/1/2016D F		400		310
Constellation Brands, Inc., 4.25%, Due 5/1/2023		100		100
Del Monte Corp., 7.625%, Due 2/15/2019		815		869
FAGE Dairy Industry S.A., 9.875%, Due 2/1/2020D		275		304
Innovation Ventures LLC, 9.50%, Due 8/15/2019D E		400		354
JBS USA LLC, 8.25%, Due 2/1/2020D E		400		442
Motors Liquidation Co., 8.375%, Due 7/15/2049C F J		1,570		–
Pinnacle Foods Finance LLC, 4.875%, Due 5/1/2021D E		250		257
Prestige Brands, Inc.,
8.25%, Due 4/1/2018		300		327
8.125%, Due 2/1/2020		205		235
Revlon Consumer Products Corp., 5.75%, Due 2/15/2021D		200		206
Reynolds Group Issuer Inc.,
8.50%, Due 5/15/2018		800		853
9.00%, Due 4/15/2019		685		740
9.875%, Due 8/15/2019		100		112
5.75%, Due 10/15/2020		510		534
8.25%, Due 2/15/2021		200		212
Simmons Foods, Inc., 10.50%, Due 11/1/2017D		250		253
Spectrum Brands Escrow Corp., 6.625%, Due 11/15/2022D		245		270
Spectrum Brands, Inc., 9.50%, Due 6/15/2018		205		230
Sun Products Corp., 7.75%, Due 3/15/2021D		245		253
Viskase Cos., Inc., 9.875%, Due 1/15/2018D		150		161
				7,412
Energy - 18.22%
Access Midstream Partners LP, 4.875%, Due 5/15/2023G		115		119
Antero Resources Finance Corp., 6.00%, Due 12/1/2020		400		423
Basic Energy Services, Inc.,
7.75%, Due 2/15/2019		120		125
7.75%, Due 10/15/2022		290		305
Bonanza Creek Energy, Inc., 6.75%, Due 4/15/2021D		180		190
Callon Petroleum Co., 13.00%, Due 9/15/2016		220		228
Calumet Specialty Products Partners LP,
9.375%, Due 5/1/2019G		300		336
9.625%, Due 8/1/2020D G		100		114
Carrizo Oil & Gas, Inc.,
8.625%, Due 10/15/2018		300		332
7.50%, Due 9/15/2020		100		109
Chaparral Energy, Inc.,
9.875%, Due 10/1/2020		300		350
8.25%, Due 9/1/2021		245		277
7.625%, Due 11/15/2022		530		586
7.625%, Due 11/15/2022D		185		203
Chesapeake Energy Corp.,
6.625%, Due 8/15/2020		940		1,062
6.875%, Due 11/15/2020		485		554
6.125%, Due 2/15/2021		365		402
5.75%, Due 3/15/2023		300		326
Chesapeake Midstream Partners LP., 6.125%, Due 7/15/2022G		225		248
Cie Generale de Geophysique — Veritas, 6.50%, Due 6/1/2021		600		636
Clayton Williams Energy, Inc., 7.75%, Due 4/1/2019		500		515
Comstock Resources, Inc., 7.75%, Due 4/1/2019		310		332
Concho Resources, Inc., 6.50%, Due 1/15/2022		200		222
Continental Resources, Inc.,
5.00%, Due 9/15/2022		355		386
4.50%, Due 4/15/2023D		500		533
Crosstex Energy LP, 8.875%, Due 2/15/2018G		400		437
Drill Rigs Holdings, Inc., 6.50%, Due 10/1/2017D		740		749
Eagle Rock Energy Partners LP, 8.375%, Due 6/1/2019G		400		431

See accompanying notes

13

American Beacon High Yield Bond Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
Energy Transfer Equity LP, 7.50%, Due 10/15/2020G	$	600	$	702
Energy XXI Gulf Coast, Inc., 9.25%, Due 12/15/2017		200		226
Enterprise Products Operating LLC, 7.034%, Due 1/15/2068C E		300		348
EPL Oil & Gas, Inc.,
8.25%, Due 2/15/2018		670		722
8.250%, Due 2/15/2018D		305		328
EXCO Resources, Inc., 7.50%, Due 9/15/2018		430		426
Expro Finance Luxembourg SCA, 8.50%, Due 12/15/2016D		400		427
Forbes Energy Services Ltd., 9.00%, Due 6/15/2019		755		746
Genesis Energy LP,
7.875%, Due 12/15/2018G		200		220
5.75%, Due 2/15/2021D G		250		263
Goodrich Petroleum Corp., 8.875%, Due 3/15/2019		400		420
Halcon Resources Corp.,
9.75%, Due 7/15/2020D		100		109
8.875%, Due 5/15/2021D		400		429
Hercules Offshore, Inc., 10.25%, Due 4/1/2019D		580		666
Hilcorp Energy I LP, 7.625%, Due 4/15/2021D G		525		581
Holly Energy Partners LP, 6.50%, Due 3/1/2020G		225		243
Key Energy Services, Inc., 6.75%, Due 3/1/2021		450		470
Kinder Morgan Finance Co. LLC, 6.00%, Due 1/15/2018D E		500		555
Kodiak Oil & Gas Corp.,
8.125%, Due 12/1/2019		655		745
5.50%, Due 1/15/2021D		145		153
Linn Energy LLC,
6.50%, Due 5/15/2019E		155		164
6.25%, Due 11/1/2019D E		555		580
8.625%, Due 4/15/2020E		700		782
7.75%, Due 2/1/2021E H		615		673
Magnum Hunter Resources Corp., 9.75%, Due 5/15/2020D		475		489
MarkWest Energy Partners LP, 4.50%, Due 7/15/2023G		110		115
Memorial Production Partners LP, 7.625%, Due 5/1/2021D G		310		316
Offshore Group Investments Ltd.,
7.50%, Due 11/1/2019D		380		409
7.125%, Due 4/1/2023D		385		400
Parker Drilling Co., 9.125%, Due 4/1/2018		275		301
Penn Virginia Corp., 8.50%, Due 5/1/2020D		1,015		1,020
PetroQuest Energy, Inc., 10.00%, Due 9/1/2017		250		271
Pioneer Energy Services Corp., 9.875%, Due 3/15/2018		220		242
Plains Exploration & Production Co.,
6.125%, Due 6/15/2019		300		333
6.75%, Due 2/1/2022		100		113
6.875%, Due 2/15/2023		100		114
QEP Resources, Inc.,
5.375%, Due 10/1/2022		300		320
5.25%, Due 5/1/2023		100		106
QR Energy LP, 9.25%, Due 8/1/2020G		570		614
Quicksilver Resources, Inc., 9.125%, Due 8/15/2019		300		294
Range Resources Corp., 5.00%, Due 3/15/2023D		270		288
Regency Energy Partners LP, 6.50%, Due 7/15/2021G		225		252
Resolute Energy Corp., 8.50%, Due 5/1/2020		810		871
Rockies Express Pipeline LLC,
6.85%, Due 7/15/2018D E		135		138
6.00%, Due 1/15/2019D E		170		167
Rosetta Resources, Inc., 5.625%, Due 5/1/2021		160		167
Sabine Pass Liquefaction LLC,
5.625%, Due 2/1/2021D E		925		957
5.625%, Due 4/15/2023D E		330		339
Sabine Pass LNG LP,
7.50%, Due 11/30/2016G		1,045		1,180
6.50%, Due 11/1/2020D G		380		408
Samson Investment Co., 9.75%, Due 2/15/2020D		1,180		1,253
SandRidge Energy, Inc., 7.50%, Due 3/15/2021		415		431

See accompanying notes

14

American Beacon High Yield Bond Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
Talos Production LLC, 9.75%, Due 2/15/2018D E	$	260	$	256
Targa Resources Partners LP, 5.25%, Due 5/1/2023D G		460		488
W&T Offshore, Inc., 8.50%, Due 6/15/2019		595		649
WPX Energy, Inc., 6.00%, Due 1/15/2022		360		390
				35,199
Finance - 8.00%
Aircastle Ltd., 6.25%, Due 12/1/2019		245		273
Ally Financial, Inc.,
5.50%, Due 2/15/2017		120		131
8.00%, Due 12/31/2018		200		240
7.50%, Due 9/15/2020		600		741
A-S Co-Issuer Subsidiary, Inc., 7.875%, Due 12/15/2020D		250		264
Bank of America Corp., 8.125%, Due 12/31/2049C		800		911
Bank One Capital III, 8.75%, Due 9/1/2030		275		391
CIT Group, Inc.,
6.625%, Due 4/1/2018D		100		117
5.50%, Due 2/15/2019D		100		113
5.375%, Due 5/15/2020		200		226
5.00%, Due 8/15/2022		600		671
CNL Lifestyle Properties, Inc., 7.25%, Due 4/15/2019		250		253
E*Trade Financial Corp.,
6.75%, Due 6/1/2016		105		114
6.00%, Due 11/15/2017		245		259
6.375%, Due 11/15/2019		1,795		1,929
Felcor Lodging LP, 5.625%, Due 3/1/2023D G		235		244
Fidelity & Guaranty Life Holdings, Inc., 6.375%, Due 4/1/2021D		175		182
General Electric Capital Corp., 7.125%, Due 12/31/2049C		200		234
Genworth Financial, Inc., 6.15%, Due 11/15/2066C		200		189
Hub International Ltd., 8.125%, Due 10/15/2018D		1,010		1,086
International Lease Finance Corp., 5.65%, Due 6/1/2014		400		418
iStar Financial, Inc., 9.00%, Due 6/1/2017		255		290
MetLife, Inc., 10.75%, Due 8/1/2069		150		239
Nationwide Mutual Insurance Co., 9.375%, Due 8/15/2039D		225		339
Nuveen Investments, Inc.,
5.50%, Due 9/15/2015		380		383
9.125%, Due 10/15/2017D		455		486
9.50%, Due 10/15/2020D		880		948
Oppenheimer Holdings, Inc., 8.75%, Due 4/15/2018		400		433
Provident Funding Associates LP, 10.125%, Due 2/15/2019D G		255		281
Realogy Corp., 7.875%, Due 2/15/2019D E		55		61
Realogy Group LLC, 9.00%, Due 1/15/2020D E		185		220
ROC Finance LLC, 12.125%, Due 9/1/2018D E		450		529
Royal Bank of Scotland Group PLC, 6.125%, Due 12/15/2022		800		861
Synovus Financial Corp.,
5.125%, Due 6/15/2017		525		530
7.875%, Due 2/15/2019		540		620
Western Alliance Bancorp, 10.00%, Due 9/1/2015		220		244
				15,450
Manufacturing - 18.84%
Abengoa Finance SAU, 8.875%, Due 11/1/2017D		400		384
Advanced Micro Devices, Inc., 7.50%, Due 8/15/2022D		175		168
Aleris International, Inc., 7.875%, Due 11/1/2020		410		444
Algeco Scotsman Global Finance PLC,
10.75%, Due 10/15/2019D		665		677
8.50%, Due 10/15/2018D		400		432
Allison Transmission, Inc., 7.125%, Due 5/15/2019D		380		412
American Axle & Manufacturing, Inc., 6.25%, Due 3/15/2021		400		421
ArcelorMittal,
4.25%, Due 8/5/2015		170		178
6.00%, Due 3/1/2021C		700		741
6.75%, Due 2/25/2022C		435		477
Arch Coal, Inc.,
8.75%, Due 8/1/2016		205		213

See accompanying notes

15

American Beacon High Yield Bond Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
7.00%, Due 6/15/2019	$	270	$	250
9.875%, Due 6/15/2019D		250		260
ARD Finance S.A., 11.125%, Due 6/1/2018D I		400		450
Ardagh Packaging Finance PLC,
7.375%, Due 10/15/2017D		200		221
9.125%, Due 10/15/2020D		200		226
7.00%, Due 11/15/2020D		200		212
ArvinMeritor, Inc., 10.625%, Due 3/15/2018		300		331
Ashland, Inc., 4.75%, Due 8/15/2022D		435		455
BC Mountain LLC, 7.00%, Due 2/1/2021D E		300		322
Bluescope Steel Ltd., 7.125%, Due 5/1/2018D		500		515
Boart Longyear Management Property Ltd., 7.00%, Due 4/1/2021D		230		235
Catalyst Paper Corp., 11.00%, Due 10/30/2017I		146		112
CDW LLC, 8.50%, Due 4/1/2019E		700		785
Cemex Finance LLC, 9.375%, Due 10/12/2022D E		200		230
Cemex SAB de CV, 9.00%, Due 1/11/2018D		700		763
Chrysler Group LLC, 8.00%, Due 6/15/2019E		455		510
Consol Energy, Inc.,
8.00%, Due 4/1/2017		100		108
8.25%, Due 4/1/2020		700		783
Consolidated Container Co. LLC, 10.125%, Due 7/15/2020D E		375		416
Crown Americas LLC, 4.50%, Due 1/15/2023D E		200		204
Dematic S.A., 7.75%, Due 12/15/2020D		240		262
Eagle Spinco, Inc., 4.625%, Due 2/15/2021D		380		399
Eldorado Gold Corp., 6.125%, Due 12/15/2020D		330		337
Euramax International, Inc., 9.50%, Due 4/1/2016		100		98
Exide Technologies, 8.625%, Due 2/1/2018		100		67
Exopack Holding Corp., 10.00%, Due 6/1/2018		300		303
FMG Resources August 2006 Property Ltd.,
7.00%, Due 11/1/2015D		210		220
6.00%, Due 4/1/2017D		260		270
6.875%, Due 2/1/2018D		500		533
8.25%, Due 11/1/2019D		305		336
6.875%, Due 4/1/2022D		215		231
Ford Motor Credit Co. LLC,
6.625%, Due 8/15/2017E		200		235
8.125%, Due 1/15/2020E		200		257
Freescale Semiconductor, Inc.,
10.125%, Due 3/15/2018D		140		155
9.25%, Due 4/15/2018D		100		110
8.05%, Due 2/1/2020		400		431
10.75%, Due 8/1/2020		200		228
GrafTech International Ltd., 6.375%, Due 11/15/2020D		105		110
Horsehead Holding Corp., 10.50%, Due 6/1/2017D		360		390
Huntsman International LLC, 4.875%, Due 11/15/2020E		250		262
Ineos Finance PLC, 8.375%, Due 2/15/2019D		200		226
Inmet Mining Corp.,
8.75%, Due 6/1/2020D		500		540
7.50%, Due 6/1/2021D		260		272
International Automotive Components Group SL, 9.125%, Due 6/1/2018D		200		200
K Hovnanian Enterprises, Inc., 7.25%, Due 10/15/2020D		230		257
KB Home, 7.50%, Due 9/15/2022		300		342
Liberty Tire Recycling, 11.00%, Due 10/1/2016D		325		333
Louisiana-Pacific Corp., 7.50%, Due 6/1/2020		350		397
M/I Homes, Inc., 8.625%, Due 11/15/2018		200		222
MacDermid, Inc., 9.50%, Due 4/15/2017D		715		739
Manitowoc Co., Inc., 8.50%, Due 11/1/2020		150		171
Mcron Finance Sub LLC, 8.375%, Due 5/15/2019D E		135		149
MedAssets, Inc., 8.00%, Due 11/15/2018		475		524
Midwest Vanadium Property Ltd., 11.50%, Due 2/15/2018D		200		130
Milacron LLC, 7.75%, Due 2/15/2021D E		140		146
Mueller Water Products, Inc., 7.375%, Due 6/1/2017		290		298
Navistar International Corp., 8.25%, Due 11/1/2021		300		312

See accompanying notes

16

American Beacon High Yield Bond Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
NewPage Corp., 11.375%, Due 12/31/2014F H J	$	300	$	108
Nokia OYJ, 6.625%, Due 5/15/2039		665		605
Norske Skogindustrier ASA, 6.125%, Due 10/15/2015D		575		426
Novelis, Inc., 8.75%, Due 12/15/2020		500		568
Nufarm Australia Ltd., 6.375%, Due 10/15/2019D		310		319
Olin Corp., 5.50%, Due 8/15/2022		300		313
Orion Engineered Carbons Bondco GmbH, 9.625%, Due 6/15/2018D		200		226
Orion Engineered Carbons Finance & Co. SCA, 9.25%, Due 8/1/2019D		200		204
Peabody Energy Corp.,
7.375%, Due 11/1/2016		600		687
6.25%, Due 11/15/2021		685		729
Penn Virginia Resource Partners LP, 8.375%, Due 6/1/2020G		200		216
Perstorp Holding AB, 8.75%, Due 5/15/2017D		300		323
PolyOne Corp., 7.375%, Due 9/15/2020		210		236
Radio Systems Corp., 8.375%, Due 11/1/2019D		200		218
Rain CII Carbon LLC, 8.25%, Due 1/15/2021D E		100		109
Rentech Nitrogen Partners LP, 6.50%, Due 4/15/2021D G		900		922
Rockwood Specialties Group, Inc., 4.625%, Due 10/15/2020		350		369
Ryland Group, Inc., 5.375%, Due 10/1/2022		145		150
Sanmina Corp., 7.00%, Due 5/15/2019D		210		224
Schaeffler Finance BV, 8.50%, Due 2/15/2019D		200		228
Shea Homes LP, 8.625%, Due 5/15/2019G		200		227
Silver II Borrower, 7.75%, Due 12/15/2020D		150		161
Smurfit Kappa Treasury Funding Ltd., 7.50%, Due 11/20/2025		425		472
Sophia LP, 9.75%, Due 1/15/2019D G		250		280
SRA International, Inc., 11.00%, Due 10/1/2019		100		106
Taylor Morrison Communities, Inc.,
7.75%, Due 4/15/2020D		654		734
5.25%, Due 4/15/2021D		470		481
Terex Corp., 6.00%, Due 5/15/2021		230		247
Texas Industries, Inc., 9.25%, Due 8/15/2020		340		379
The Goodyear Tire & Rubber Co., 6.50%, Due 3/1/2021		300		314
Titan International, Inc., 7.875%, Due 10/1/2017		240		258
Tower Automotive Holdings USA LLC, 10.625%, Due 9/1/2017D E		30		32
TPC Group, Inc., 8.75%, Due 12/15/2020D		365		385
Tronox Finance LLC, 6.375%, Due 8/15/2020D E		430		429
UCI International, Inc., 8.625%, Due 2/15/2019		365		384
US Coatings Acquisition, Inc., 7.375%, Due 5/1/2021D		700		746
Viasystems, Inc., 7.875%, Due 5/1/2019D		305		326
Walter Energy, Inc., 8.50%, Due 4/15/2021D		205		213
Wolverine World Wide, Inc., 6.125%, Due 10/15/2020D		210		229
Xerium Technologies, Inc., 8.875%, Due 6/15/2018		95		98
Zachry Holdings, Inc., 7.50%, Due 2/1/2020D		275		294
				36,402
Service - 26.36%
Acadia Healthcare Co., Inc., 12.875%, Due 11/1/2018		231		286
ACE Cash Express, Inc., 11.00%, Due 2/1/2019D		220		221
ADS Waste Holdings, Inc., 8.25%, Due 10/1/2020D		300		328
Alere, Inc.,
7.25%, Due 7/1/2018D		400		431
8.625%, Due 10/1/2018		320		343
AMC Entertainment, Inc., 9.75%, Due 12/1/2020		160		186
Avis Budget Car Rental LLC,
9.75%, Due 3/15/2020E		385		457
5.50%, Due 4/1/2023D E		125		129
Aviv Healthcare Properties LP, 7.75%, Due 2/15/2019G		200		219
Biomet, Inc.,
6.50%, Due 8/1/2020D		125		136
6.50%, Due 10/1/2020D		300		314
Bon-Ton Department Stores, Inc., 10.625%, Due 7/15/2017		390		392
Boyd Gaming Corp., 9.125%, Due 12/1/2018		380		422
Bresnan Broadband Holdings LLC, 8.00%, Due 12/15/2018D E		400		438

See accompanying notes

17

American Beacon High Yield Bond Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
Burlington Coat Factory Warehouse Corp., 10.00%, Due 2/15/2019	$	355	$	397
Burlington Holdings LLC, 9.00%, Due 2/15/2018D E I		200		208
Cablevision Systems Corp.,
8.625%, Due 9/15/2017		100		119
8.00%, Due 4/15/2020		450		518
Caesars Entertainment Operating Co., Inc.,
11.25%, Due 6/1/2017		600		634
12.75%, Due 4/15/2018		625		444
8.50%, Due 2/15/2020		100		97
9.00%, Due 2/15/2020D		425		419
Caesars Operating Escrow LLC,
9.00%, Due 2/15/2020D E		500		493
Carmike Cinemas, Inc., 7.375%, Due 5/15/2019		200		222
Carrols Restaurant Group, Inc., 11.25%, Due 5/15/2018		225		256
CCO Holdings LLC,
5.25%, Due 9/30/2022E		125		127
5.75%, Due 9/1/2023D E		450		467
Cengage Learning Acquisitions, Inc.,
12.00%, Due 6/30/2019D		400		80
11.50%, Due 4/15/2020D		75		59
Cenveo Corp., 8.875%, Due 2/1/2018		660		667
Ceridian Corp.,
8.875%, Due 7/15/2019D		200		235
11.00%, Due 3/15/2021D		100		113
Chester Downs & Marina LLC, 9.25%, Due 2/1/2020D E		500		481
CHS/Community Health Systems, Inc.,
5.125%, Due 8/15/2018		275		294
8.00%, Due 11/15/2019		525		595
7.125%, Due 7/15/2020		545		609
Clean Harbors, Inc., 5.125%, Due 6/1/2021D		250		262
Clear Channel Communications, Inc., 9.00%, Due 3/1/2021		1,900		1,856
Clear Channel Worldwide Holdings, Inc.,
7.625%, Due 3/15/2020		425		454
7.625%, Due 3/15/2020		540		582
6.50%, Due 11/15/2022D		100		107
6.500%, Due 11/15/2022D		250		266
ClubCorp Club Operations, Inc., 10.00%, Due 12/1/2018		300		337
Columbus International, Inc., 11.50%, Due 11/20/2014D		330		367
Crown Media Holdings, Inc., 10.50%, Due 7/15/2019		520		589
CSC Holdings LLC, 6.75%, Due 11/15/2021E		600		686
CST Brands, Inc., 5.00%, Due 5/1/2023D		625		641
Cumulus Media Holdings, Inc., 7.75%, Due 5/1/2019		755		769
CyrusOne LP, 6.375%, Due 11/15/2022D G		235		250
Dave & Buster’s, Inc., 11.00%, Due 6/1/2018		500		566
DaVita, Inc., 5.75%, Due 8/15/2022		640		682
DISH DBS Corp.,
7.125%, Due 2/1/2016		600		663
4.25%, Due 4/1/2018D		285		280
5.125%, Due 5/1/2020D		230		228
6.75%, Due 6/1/2021		675		729
5.875%, Due 7/15/2022		200		204
5.00%, Due 3/15/2023D		100		97
DJO Finance LLC,
8.75%, Due 3/15/2018E		100		112
7.75%, Due 4/15/2018E		200		209
DynCorp International, Inc., 10.375%, Due 7/1/2017		320		316
Earthlink, Inc., 8.875%, Due 5/15/2019		345		355
Emergency Medical Services Corp., 8.125%, Due 6/1/2019		400		443
Endo Pharmaceuticals Holdings, Inc., 7.00%, Due 7/15/2019		100		110
EnergySolutions Inc., 10.75%, Due 8/15/2018		450		486
Entercom Radio LLC, 10.50%, Due 12/1/2019E		370		431
Entravision Communications Corp., 8.75%, Due 8/1/2017		265		286
Equinix, Inc., 5.375%, Due 4/1/2023		600		628

See accompanying notes

18

American Beacon High Yield Bond Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
ExamWorks Group, Inc., 9.00%, Due 7/15/2019	$	200	$	220
First Data Corp.,
8.25%, Due 1/15/2021D		700		744
11.25%, Due 1/15/2021D		100		105
12.625%, Due 1/15/2021		775		840
Fontainebleau Las Vegas Holdings LLC, 10.25%, Due 6/15/2015C D E F H		800		1
Gray Television, Inc., 7.50%, Due 10/1/2020		375		407
Grifols, Inc., 8.25%, Due 2/1/2018		300		329
GWR Operating Partnership LLP, 10.875%, Due 4/1/2017E K		400		451
Hanger Orthopedic Group, Inc., 7.125%, Due 11/15/2018		170		185
HCA Holdings, Inc., 6.25%, Due 2/15/2021		100		110
HCA, Inc.,
7.19%, Due 11/15/2015		475		527
7.50%, Due 2/15/2022		400		478
5.875%, Due 3/15/2022		820		910
5.875%, Due 5/1/2023		775		843
HD Supply, Inc.,
7.50%, Due 7/15/2020D		390		422
11.50%, Due 7/15/2020		185		220
10.50%, Due 1/15/2021		135		142
HDTFS, Inc., 6.25%, Due 10/15/2022		100		112
Hertz Corp., 6.75%, Due 4/15/2019		400		443
Igloo Holdings Corp., 8.25%, Due 12/15/2017D		100		104
inVentiv Health, Inc.,
9.00%, Due 1/15/2018D		100		106
11.00%, Due 8/15/2018D		200		173
iPayment Holdings, Inc., 15.00%, Due 11/15/2018		200		150
iPayment, Inc., 10.25%, Due 5/15/2018		300		275
Isle of Capri Casinos, Inc.,
7.75%, Due 3/15/2019		150		165
8.875%, Due 6/15/2020		245		270
Jaguar Holding Co. I, 9.375%, Due 10/15/2017D		300		323
Jaguar Holding Co. II, 9.50%, Due 12/1/2019D		100		116
Jo-Ann Stores Holdings, Inc., 9.75%, Due 10/15/2019D		190		205
LIN Television Corp., 8.375%, Due 4/15/2018		170		184
Lions Gate Entertainment, Inc., 10.25%, Due 11/1/2016D		155		169
Marina District Finance Co., Inc., 9.50%, Due 10/15/2015		250		266
Mediacom LLC, 7.25%, Due 2/15/2022E		220		243
MGM Resorts International,
6.625%, Due 7/15/2015		400		438
11.375%, Due 3/1/2018		300		388
8.625%, Due 2/1/2019		105		124
6.75%, Due 10/1/2020D		335		368
6.625%, Due 12/15/2021		415		451
Monitronics International, Inc., 9.125%, Due 4/1/2020		325		353
Nara Cable Funding Ltd., 8.875%, Due 12/1/2018D		575		615
National CineMedia LLC, 7.875%, Due 7/15/2021E		100		113
NBTY, Inc., 9.00%, Due 10/1/2018		360		405
NCL Corp Ltd., 5.00%, Due 2/15/2018D		195		203
Nexstar Broadcasting, Inc.,
8.875%, Due 4/15/2017		95		104
6.875%, Due 11/15/2020D		225		240
Nord Anglia Education UK Holdings PLC, 10.25%, Due 4/1/2017D		200		224
Nord Anglia Education, Inc., 8.50%, Due 2/15/2018D		200		204
NPC International, Inc., 10.50%, Due 1/15/2020		300		352
OnCure Holdings, Inc., 11.75%, Due 5/15/2017		325		159
Petco Holdings, Inc., 8.50%, Due 10/15/2017D		220		230
Radio One, Inc., 6.00%, Due 5/24/2016I		207		210
Radnet Management, Inc., 10.375%, Due 4/1/2018		350		375
Regal Cinemas Corp., 8.625%, Due 7/15/2019		400		444
Reliance Intermediate Holdings LP, 9.50%, Due 12/15/2019D G		450		495
Royal Caribbean Cruises Ltd., 5.25%, Due 11/15/2022		175		181
Serta Simmons Holdings LLC, 8.125%, Due 10/1/2020D E		260		278

See accompanying notes

19

American Beacon High Yield Bond Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
Shingle Springs Tribal Gaming Authority, 9.375%, Due 6/15/2015D	$	200	$	200
Sirius XM Radio, Inc., 5.25%, Due 8/15/2022D		115		119
Sitel LLC,
11.00%, Due 8/1/2017D E		100		107
11.50%, Due 4/1/2018E		100		67
Sky Growth Acquisition Corp., 7.375%, Due 10/15/2020D		300		320
Starz LLC, 5.00%, Due 9/15/2019D E		255		266
SunGard Data Systems, Inc., 6.625%, Due 11/1/2019D		295		314
Tenet Healthcare Corp., 6.875%, Due 11/15/2031		250		234
TransUnion LLC, 11.375%, Due 6/15/2018E		100		115
United Rentals North America, Inc.,
7.375%, Due 5/15/2020		125		142
7.625%, Due 4/15/2022		370		425
Univision Communications, Inc., 7.875%, Due 11/1/2020D		750		843
Valeant Pharmaceuticals International, 6.75%, Due 8/15/2021D		870		961
Visant Corp., 10.00%, Due 10/1/2017		590		571
VPI Escrow Corp., 6.375%, Due 10/15/2020D		680		754
Warner Chilcott Co. LLC, 7.75%, Due 9/15/2018E		360		391
WEX, Inc., 4.75%, Due 2/1/2023D		200		200
WideOpenWest Finance LLC, 10.25%, Due 7/15/2019D E		495		557
WMG Acquisition Corp.,
11.50%, Due 10/1/2018		185		220
6.00%, Due 1/15/2021D		625		668
Wok Acquisition Corp., 10.25%, Due 6/30/2020D		145		159
Yonkers Racing Corp., 11.375%, Due 7/15/2016D		250		268
				50,920
Telecommunications - 9.97%
Avaya, Inc.,
9.00%, Due 4/1/2019D		200		204
10.50%, Due 3/1/2021D		325		300
Brightstar Corp., 9.50%, Due 12/1/2016D		305		331
CenturyLink, Inc., 5.80%, Due 3/15/2022		300		318
Cincinnati Bell, Inc., 8.75%, Due 3/15/2018		620		632
Clearwire Communications LLC, 12.00%, Due 12/1/2017D E		320		373
CommScope, Inc., 8.25%, Due 1/15/2019D		400		437
Consolidated Communications Finance Co., 10.875%, Due 6/1/2020D		195		224
Cricket Communications, Inc., 7.75%, Due 10/15/2020		700		712
Crown Castle International Corp., 5.25%, Due 1/15/2023		600		629
Digicel Group Ltd., 8.25%, Due 9/30/2020D		500		535
Digicel Ltd., 6.00%, Due 4/15/2021D		200		201
DigitalGlobe, Inc., 5.25%, Due 2/1/2021D		200		202
eAccess Ltd., 8.25%, Due 4/1/2018D		300		336
Frontier Communications Corp.,
8.50%, Due 4/15/2020		400		460
8.75%, Due 4/15/2022		300		338
7.625%, Due 4/15/2024		100		104
Hughes Satellite Systems Corp., 7.625%, Due 6/15/2021		375		430
Intelsat Jackson Holdings S.A.,
7.25%, Due 4/1/2019		250		275
7.25%, Due 10/15/2020		450		500
7.50%, Due 4/1/2021		300		338
6.625%, Due 12/15/2022D		370		401
Intelsat Luxembourg S.A.,
6.75%, Due 6/1/2018D		65		68
7.75%, Due 6/1/2021D		810		854
8.125%, Due 6/1/2023D		740		788
ITC Deltacom, Inc., 10.50%, Due 4/1/2016		324		343
Level 3 Financing, Inc.,
10.00%, Due 2/1/2018		70		77
8.125%, Due 7/1/2019		285		314
8.625%, Due 7/15/2020		380		429
Lynx II Corp., 6.375%, Due 4/15/2023D		455		493

See accompanying notes

20

American Beacon High Yield Bond Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
MetroPCS Wireless, Inc., 6.625%, Due 11/15/2020	$	315	$	341
NII Capital Corp., 7.625%, Due 4/1/2021		405		358
Softbank Corp., 4.50%, Due 4/15/2020D		275		285
Sprint Capital Corp., 8.75%, Due 3/15/2032		540		639
Sprint Nextel Corp.,
8.375%, Due 8/15/2017		800		931
9.00%, Due 11/15/2018D		500		615
7.00%, Due 3/1/2020D		100		114
7.00%, Due 8/15/2020		280		307
11.50%, Due 11/15/2021		550		762
6.00%, Due 11/15/2022		400		417
UPCB Finance VI Ltd., 6.875%, Due 1/15/2022D		400		439
Virgin Media Secured Finance PLC, 5.25%, Due 1/15/2021		675		727
Wind Acquisition Finance S.A.,
11.75%, Due 7/15/2017D		650		697
7.25%, Due 2/15/2018D		325		343
Wind Acquisition Holdings Finance S.A., 12.25%, Due 7/15/2017D I		288		309
Windstream Corp.,
7.50%, Due 6/1/2022		225		248
6.375%, Due 8/1/2023		75		78
				19,256
Transportation - 2.32%
American Builders & Contractors Supply Co. Inc, 5.625%, Due 4/15/2021D		400		416
Bristow Group, Inc., 6.25%, Due 10/15/2022		300		327
CEVA Group PLC,
8.375%, Due 12/1/2017D		100		100
11.50%, Due 4/1/2018D F J		100		65
CHC Helicopter S.A., 9.25%, Due 10/15/2020		500		533
Florida East Coast Railway Corp., 8.125%, Due 2/1/2017		300		321
Horizon Lines LLC,
11.00%, Due 10/15/2016E		184		184
13.00%, Due 10/15/2016E I		430		401
Marfrig Overseas Ltd., 9.50%, Due 5/4/2020D		400		364
Martin Midstream Partners LP,
8.875%, Due 4/1/2018G		437		468
7.25%, Due 2/15/2021D G		370		379
Quality Distribution LLC, 9.875%, Due 11/1/2018E		250		278
Swift Services Holdings, Inc., 10.00%, Due 11/15/2018		325		372
Watco Cos. LLC, 6.375%, Due 4/1/2023D E		270		281
				4,489
Utilities - 2.89%
AES Corp.,
9.75%, Due 4/15/2016		210		254
8.00%, Due 10/15/2017		315		377
Calpine Corp.,
7.875%, Due 7/31/2020D		90		102
7.50%, Due 2/15/2021D		650		735
Elwood Energy LLC, 8.159%, Due 7/5/2026E		257		268
Energy Future Intermediate Holding Co. LLC, 10.00%, Due 12/1/2020E		575		658
GenOn Energy, Inc., 7.625%, Due 6/15/2014		200		213
Intergen N.V., 9.00%, Due 6/30/2017D		400		405
NRG Energy, Inc.,
7.625%, Due 1/15/2018		450		521
7.875%, Due 5/15/2021		535		606
Syniverse Holdings, Inc., 9.125%, Due 1/15/2019		195		216
Texas Competitive Electric Holdings Co. LLC, 11.50%, Due 10/1/2020D E		700		551
WaveDivision Escrow LLC, 8.125%, Due 9/1/2020D E		235		250
West Corp., 7.875%, Due 1/15/2019		400		436
				5,592
Total Corporate Obligations (Cost $165,877)				174,720

See accompanying notes

21

American Beacon High Yield Bond Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Shares		Fair Value
			(000’s)
SHORT-TERM INVESTMENTS - 5.87% (Cost $11,334)
JPMorgan U.S. Government Money Market Fund, Capital Class		11,334,250	$	11,334
TOTAL INVESTMENTS - 98.57% (Cost $183,056)				190,427
OTHER ASSETS, NET OF LIABILITIES - 1.43%				2,759
TOTAL NET ASSETS - 100.00%			$	193,186

Percentages are stated as a percent of net assets.

^A  Non-income producing security.

^B Call.

^C  The coupon rate shown on floating or adjustable rate securities represents the rate at period end. The due date on these types of securities reflects the final maturity date.

^D Security exempt from registration under the Securities Act of 1933. These securities may be resold to qualified institutional buyers pursuant to Rule 144A. At the period end, the value of these securities amounted to $71,676 or 37.10% of net assets. The Fund has no right to demand registration of these securities.

^E  Limited Liability Company.

^F  In Default.

^G  Limited Partnership.

^H  Non-voting participating shares.

^I  Is Payment in Kind.

^J  Valued at fair value pursuant to procedures approved by the Board of Trustees.

^K  Limited Liability Partnership.

See accompanying notes

22

American Beacon Retirement Income and Appreciation Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Shares		Fair Value
			(000’s)
COMMON STOCKS - 4.49%
CONSUMER DISCRETIONARY - 0.26%
Internet & Catalog Retail
priceline.com, Inc.,A		575	$	400
CONSUMER STAPLES - 0.31%
Food & Drug Retailing
Costco Wholesale Corp.,		4,400		477
ENERGY - 0.28%
Oil & Gas
EOG Resources, Inc.,		3,500		424
FINANCIALS - 1.00%
Diversified Financials - 0.87%
Franklin Resources, Inc.		2,850		441
JPMorgan Chase & Co.		8,300		407
T Rowe Price Group, Inc.		6,700		485
				1,333
Insurance - 0.13%
MetLife, Inc.		4,100		206
Total Financials				1,539
HEALTH CARE - 0.27%
Pharmaceuticals
Mylan, Inc.,A		14,000		408
INFORMATION TECHNOLOGY - 2.37%
Electronic Equipment & Instruments - 0.29%
Eaton Corp PLC		7,300		448
Internet Software & Services - 0.34%
eBay, Inc. A		10,000		524
IT Consulting & Services - 0.68%
Accenture PLC, Class A		7,770		633
Cognizant Technology Solutions Corp., Class AA		6,400		415
				1,048
Semiconductor Equipment & Products - 0.24%
QUALCOMM, Inc.		6,000		370
Software - 0.82%
Oracle Corp.		17,000		557
SAP AG, ADRB		5,000		399
Symantec Corp.		11,600		282
				1,238
Total Information Technology				3,628
Total Common Stocks (Cost $5,824)				6,876
PREFERRED STOCKS - 3.73%
ENERGY - 0.57%
Oil & Gas
Chesapeake Energy Corp.,
5.75%, Due 12/31/2049C		410		415
5.75%, Due 12/31/2049C D		454		456
Total Energy				871
FINANCE - 1.27%
Banks - 0.56%
Fifth Third Bancorp, 8.5%, Due 12/31/2049		5,800		857

See accompanying notes

23

American Beacon Retirement Income and Appreciation Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Shares		Fair Value
			(000’s)
Other Finance - 0.71%
AMG Capital Trust I, 5.1%, Due 4/15/2036		17,000	$	1,090
Total Finance				1,947
MANUFACTURING - 1.40%
Aerospace & Defense - 0.60%
United Technologies Corp., 7.5%, Due 8/1/2015		15,450		913
Auto Manufacturing - 0.52%
General Motors Co., 4.75%, Due 12/1/13		17,250		802
Machinery - 0.28%
Stanley Black & Decker, Inc., 4.75%, Due 11/17/2015		3,500		434
Total Manufacturing				2,149
TRANSPORTATION - 0.17%
Other Transportation
Genesee & Wyoming, Inc., 5%, Due 10/01/2015		2,190		265
UTILITIES - 0.32%
Electric
NextEra Energy, Inc., 5.599%, Due 6/1/2015		8,500		489
Total Preferred Stocks (Cost $5,229)				5,721
CONVERTIBLE PREFERRED STOCKS - 0.56% (Cost $830)
FINANCE - 0.56%
Banks
Wells Fargo & Co., 7.5%, Due 12/31/2049		650		858
	Par Amount
	(000’s)
CONVERTIBLE OBLIGATIONS - 16.10%
Aerospace/Defense - 0.08%
Alliant Techsystems, Inc.,
3.00%, Due 8/15/2024	$	107		118
Communications - 0.29%
Liberty Interactive LLC,
0.75%, Due 3/30/2043C E		425		442
Consumer Products - 0.15%
Jarden Corp.,
1.875%, Due 9/15/2018C		202		237
Electronics - 2.06%
Arris Group, Inc.,
2.00%, Due 11/15/2026		910		998
EnerSys, Inc.,
3.375%, Due 6/1/2038		670		853
General Cable Corp.,
4.50%, Due 11/15/2029		355		432
Lam Research Corp.,
0.50%, Due 5/15/2016		410		440
Linear Technology Corp.,
3.00%, Due 5/1/2027		400		422
				3,145
Gaming, Lodging & Leisure - 0.27%
MGM Resorts International,
4.25%, Due 4/15/2015		380		421

See accompanying notes

24

American Beacon Retirement Income and Appreciation Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
Healthcare - Products - 0.89%
Hologic, Inc.,
2.00%, Due 12/15/2037F	$	690	$	789
Teleflex, Inc.,
3.875%, Due 8/1/2017		429		583
				1,372
Healthcare - Services - 0.83%
Molina Healthcare, Inc.,
1.125%, Due 1/15/2020C		420		445
WellPoint, Inc.,
2.75%, Due 10/15/2042C		695		828
				1,273
Home Builders - 0.77%
KB Home,
1.375%, Due 2/1/2019		200		232
Standard Pacific Corp.,
1.25%, Due 8/1/2032		715		956
				1,188
Information / Data Technology - 2.10%
EMC Corp.,
1.75%, Due 12/1/2013		434		611
Nuance Communications, Inc.,
2.75%, Due 8/15/2027		220		266
Salesforce.com, Inc.,
0.25%, Due 4/1/2018C		855		851
SanDisk Corp.,
1.50%, Due 8/15/2017		1,005		1,264
Take-Two Interactive Software, Inc.,
1.75%, Due 12/1/2016		200		223
				3,215
Insurance - 0.32%
Fidelity National Financial, Inc.,
4.25%, Due 8/15/2018		350		494
Investment Companies - 0.56%
Ares Capital Corp.,
5.75%, Due 2/1/2016		400		437
4.75%, Due 1/15/2018C		400		419
				856
Machinery - 0.27%
RTI International Metals, Inc.,
3.00%, Due 12/1/2015		370		415
Metals/Mining - 0.55%
Newmont Mining Corp.,
1.25%, Due 7/15/2014		760		797
Steel Dynamics, Inc.,
5.125%, Due 6/15/2014		39		43
				840
Oilfield Machinery/Service - 0.99%
Exterran Holdings, Inc.,
4.25%, Due 6/15/2014		330		415
Hornbeck Offshore Services, Inc.,
1.625%, Due 11/15/2026		390		410
Newpark Resources, Inc.,
4.00%, Due 10/1/2017		360		448
SEACOR Holdings, Inc.,
2.50%, Due 12/15/2027C		220		240
				1,513
Other Finance - 0.48%
Leucadia National Corp.,
3.75%, Due 4/15/2014		250		362

See accompanying notes

25

American Beacon Retirement Income and Appreciation Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
Walter Investment Management Corp.,
4.50%, Due 11/1/2019	$	350	$	371
				733
Other Manufacturing - 1.20%
Danaher Corp.,
0.01%, Due 1/22/2021		245		434
Siemens AG,
1.05%, Due 8/16/2017		500		520
Trinity Industries, Inc.,
3.875%, Due 6/1/2036		750		890
				1,844
Other Service - 1.22%
Chemed Corp.,
1.875%, Due 5/15/2014		490		543
Omnicom Group, Inc.,
0.000%, Due 7/1/2038		400		476
priceline.com, Inc.,
1.00%, Due 3/15/2018		745		847
				1,866
Pharmaceuticals - 1.67%
Gilead Sciences, Inc.,
1.625%, Due 5/1/2016		595		1,335
Salix Pharmaceuticals Ltd.,
1.50%, Due 3/15/2019		760		822
The Medicines Co.,
1.375%, Due 6/1/2017C		300		410
				2,567
Software - 0.55%
Symantec Corp.,
1.00%, Due 6/15/2013		660		837
Telecom - 0.27%
Ixia,
3.00%, Due 12/15/2015		360		418
Textile/Apparel/Shoe - 0.58%
Iconix Brand Group, Inc.,
1.50%, Due 3/15/2018C		780		888
Total Convertible Obligations (Cost $22,387)				24,682
CORPORATE OBLIGATIONS - 33.50%
Aerospace/Defense - 0.51%
Northrop Grumman Corp.,
5.05%, Due 8/1/2019		150		177
United Technologies Corp.,
6.125%, Due 7/15/2038		450		608
				785
Auto Manufacturing - 2.04%
American Honda Finance Corp.,
2.125%, Due 2/28/2017C		500		517
3.875%, Due 9/21/2020C		250		279
Daimler Finance North America LLC,
3.00%, Due 3/28/2016C E		150		157
2.95%, Due 1/11/2017C E		300		317
2.40%, Due 4/10/2017C E		450		466
Ford Motor Credit Co. LLC,
4.25%, Due 2/3/2017E		300		323
5.875%, Due 8/2/2021E		350		408
Volkswagen International Finance N.V.,
1.625%, Due 3/22/2015C		650		659
				3,126

See accompanying notes

26

American Beacon Retirement Income and Appreciation Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
Banks - 13.75%
Bank of America Corp.,
7.80%, Due 9/15/2016	$	600	$	703
7.625%, Due 6/1/2019		1,250		1,599
Bank One Corp.,
4.90%, Due 4/30/2015		250		266
Barclays Bank PLC,
3.90%, Due 4/7/2015		290		306
6.75%, Due 5/22/2019		650		814
Bear Stearns Cos. LLC,
7.25%, Due 2/1/2018E		925		1,152
BNP Paribas S.A.,
3.60%, Due 2/23/2016		280		297
Citigroup, Inc.,
1.214%, Due 4/1/2014F		6		6
0.576%, Due 11/5/2014F		300		299
8.50%, Due 5/22/2019		1,250		1,681
Danske Bank A/S,
1.327%, Due 4/14/2014C F		600		603
Deutsche Bank AG,
3.875%, Due 8/18/2014		275		286
Fifth Third Bancorp,
3.625%, Due 1/25/2016		275		294
Goldman Sachs Group, Inc.,
5.35%, Due 1/15/2016		475		527
6.25%, Due 9/1/2017		550		647
6.00%, Due 6/15/2020		835		1,006
ING Bank N.V.,
5.125%, Due 5/1/2015C		300		315
3.75%, Due 3/7/2017C		1,100		1,183
JPMorgan Chase & Co.,
0.610%, Due 6/13/2016F		375		368
5.50%, Due 10/15/2040		350		424
Lloyds TSB Bank PLC,
4.375%, Due 1/12/2015C		300		317
Merrill Lynch & Co. Inc.,
6.11%, Due 1/29/2037		275		313
Morgan Stanley,
0.757%, Due 10/15/2015F		900		889
7.30%, Due 5/13/2019		530		664
5.625%, Due 9/23/2019		450		524
National Australia Bank Ltd.,
4.375%, Due 12/10/2020C		250		287
Nordea Bank AB,
4.875%, Due 1/27/2020C		250		290
PNC Funding Corp.,
4.375%, Due 8/11/2020		260		298
Societe Generale S.A.,
2.20%, Due 9/14/2013C		250		251
1.328%, Due 4/11/2014C F		1,200		1,206
Svenska Handelsbanken AB,
2.875%, Due 4/4/2017		650		691
UBS AG,
5.875%, Due 12/20/2017		552		657
Wachovia Corp.,
0.647%, Due 10/15/2016F		600		593
5.75%, Due 2/1/2018		1,100		1,313
				21,069
Beverage/Bottling - 0.55%
Anheuser-Busch InBev Worldwide, Inc.,
5.00%, Due 4/15/2020		290		348
8.00%, Due 11/15/2039		100		162

See accompanying notes

27

American Beacon Retirement Income and Appreciation Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
SABMiller Holdings, Inc.,
4.95%, Due 1/15/2042C	$	300	$	345
				855
Cable/Broadcasting/Satellite - 2.22%
CBS Corp.,
3.375%, Due 3/1/2022		500		522
Comcast Corp.,
6.55%, Due 7/1/2039		400		543
Thomson Reuters Corp.,
4.70%, Due 10/15/2019		125		145
Time Warner Cable, Inc.,
5.85%, Due 5/1/2017		650		758
Time Warner, Inc.,
4.875%, Due 3/15/2020		450		524
4.75%, Due 3/29/2021		325		377
Viacom, Inc.,
4.50%, Due 2/27/2042		550		537
				3,406
Chemicals - 0.21%
Dow Chemical Co.,
4.125%, Due 11/15/2021		300		327
Consumer Products - 0.10%
Kellogg Co.,
1.875%, Due 11/17/2016		150		154
Diversified Financial Services - 2.48%
General Electric Capital Corp.,
0.480%, Due 1/8/2016F		1,145		1,137
5.625%, Due 5/1/2018		250		297
6.00%, Due 8/7/2019		300		368
5.50%, Due 1/8/2020		650		781
HSBC Finance Corp.,
0.527%, Due 1/15/2014F		1,200		1,200
				3,783
Electric - 2.00%
Commonwealth Edison Co.,
4.00%, Due 8/1/2020		135		153
Consolidated Edison Co. of New York, Inc.,
5.50%, Due 12/1/2039		300		379
EDF S.A.,
4.60%, Due 1/27/2020C		300		341
MidAmerican Energy Holdings Co.,
6.125%, Due 4/1/2036		500		646
Pacific Gas & Electric Co.,
6.25%, Due 12/1/2013		175		181
Progress Energy, Inc.,
4.875%, Due 12/1/2019		350		406
Southern Co.,
1.95%, Due 9/1/2016		310		321
Southwestern Electric Power Co.,
3.55%, Due 2/15/2022		600		636
				3,063
Healthcare - Services - 0.27%
Quest Diagnostics, Inc.,
4.75%, Due 1/30/2020		125		137
UnitedHealth Group, Inc.,
3.875%, Due 10/15/2020		250		278
				415
Information / Data Technology - 0.85%
Hewlett-Packard Co.,
2.20%, Due 12/1/2015		250		255
				1,300

See accompanying notes

28

American Beacon Retirement Income and Appreciation Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
4.05%, Due 9/15/2022	$	350	$	356
Nuance Communications, Inc.,
2.75%, Due 11/1/2031		260		272
Xerox Corp.,
5.65%, Due 5/15/2013		75		75
8.25%, Due 5/15/2014		150		161
2.95%, Due 3/15/2017		175		181
Insurance - 1.75%
AEGON Funding Co. LLC,
5.75%, Due 12/15/2020E		250		302
American International Group, Inc.,
6.40%, Due 12/15/2020		775		970
4.875%, Due 6/1/2022		400		461
Lincoln National Corp.,
4.75%, Due 2/15/2014		105		108
MetLife, Inc.,
6.375%, Due 6/15/2034		400		524
Prudential Financial, Inc.,
7.375%, Due 6/15/2019		250		322
				2,687
Machinery - 0.19%
Caterpillar Financial Services Corp.,
2.75%, Due 6/24/2015		280		293
Oil & Gas - 0.88%
Apache Corp.,
5.10%, Due 9/1/2040		130		144
BP Capital Markets PLC,
3.20%, Due 3/11/2016		280		299
Canadian Natural Resources Ltd.,
6.25%, Due 3/15/2038		275		342
Devon Energy Corp.,
4.75%, Due 5/15/2042		300		309
EOG Resources, Inc.,
2.50%, Due 2/1/2016		250		262
				1,356
Other Finance - 0.29%
Nuveen Investments, Inc.,
9.125%, Due 10/15/2017C		200		214
9.50%, Due 10/15/2020C		220		237
				451
Pharmaceuticals - 0.30%
AbbVie, Inc.,
2.90%, Due 11/6/2022C		300		306
McKesson Corp.,
3.25%, Due 3/1/2016		140		150
				456
Pipelines - 0.12%
TransCanada PipeLines Ltd.,
6.10%, Due 6/1/2040		140		183
Railroad - 1.01%
Burlington Northern Santa Fe LLC,
5.75%, Due 3/15/2018E		325		390
5.75%, Due 5/1/2040E		140		173
Canadian National Railway Co.,
5.55%, Due 5/15/2018		250		300
CSX Corp.,
5.50%, Due 4/15/2041		250		297
Norfolk Southern Corp.,
5.75%, Due 4/1/2018		325		390
				1,550

See accompanying notes

29

American Beacon Retirement Income and Appreciation Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
Real Estate Investment Trusts - 0.28%
Simon Property Group LP,
10.35%, Due 4/1/2019G	$	300	$	436
Retail - 0.43%
CVS Caremark Corp.,
3.25%, Due 5/18/2015		140		147
Wal-Mart Stores, Inc.,
7.55%, Due 2/15/2030		350		514
				661
Telecom - 2.81%
America Movil SAB de CV,
6.375%, Due 3/1/2035		275		347
AT&T, Inc.,
5.50%, Due 2/1/2018		750		887
4.35%, Due 6/15/2045C		473		462
Deutsche Telekom International Finance BV,
4.875%, Due 3/6/2042C		850		908
France Telecom S.A.,
2.125%, Due 9/16/2015		125		128
Verizon Communications, Inc.,
5.50%, Due 4/1/2017		250		291
4.60%, Due 4/1/2021		340		392
6.90%, Due 4/15/2038		325		432
Vodafone Group PLC,
6.15%, Due 2/27/2037		375		462
				4,309
Tobacco - 0.23%
Altria Group, Inc.,
4.75%, Due 5/5/2021		300		345
Vehicle Parts - 0.23%
Johnson Controls, Inc.,
5.00%, Due 3/30/2020		300		345
Total Corporate Obligations (Cost $46,157)				51,355
FOREIGN GOVERNMENT OBLIGATIONS - 0.37%
Oil & Gas - 0.37%
Petrobras International Finance Co.,
3.875%, Due 1/27/2016		200		210
Petroleos Mexicanos,
6.00%, Due 3/5/2020		300		361
Total Foreign Government Obligations (Cost $497)				571
ASSET-BACKED OBLIGATIONS - 2.33%
Ally Master Owner Trust,
0.849%, Due 6/15/2015, 2011-5 AF		650		650
1.21%, Due 6/15/2017, 2012 3 A2		1,800		1,816
Nissan Master Owner Trust Receivables,
0.669%, Due 5/15/2017, 2012 A AF		1,100		1,105
Total Asset-Backed Obligations (Cost $3,550)				3,571
NON-AGENCY MORTGAGE-BACKED OBLIGATIONS - 2.76%
Banc of America Commercial Mortgage Trust,
5.317%, Due 9/10/2047, 2006-5 A2		191		191
5.634%, Due 4/10/2049, 2007-2 A2		99		101
GS Mortgage Securities Corp II,
3.849%, Due 12/10/2043, 2010-C2 A1C		612		659
3.645%, Due 3/10/2044, 2011-GC3 A2C		750		805

See accompanying notes

30

American Beacon Retirement Income and Appreciation Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
JP Morgan Chase Commercial Mortgage Securities Corp.,
4.678%, Due 7/15/2042, 2005-LDP2 A3A	$	87	$	88
3.853%, Due 6/15/2043, 2010-C1 A1C		517		546
4.388%, Due 2/15/2046, 2011-C3 A3C		650		735
5.910%, Due 2/12/2049, 2007-CB19 A4		400		463
5.629%, Due 2/12/2051, 2007-CB20 A2		49		49
LB-UBS Commercial Mortgage Trust,
5.424%, Due 2/15/2040, 2007-C1 A4		450		514
Wachovia Bank Commercial Mortgage Trust,
5.919%, Due 6/15/2049, 2007-C32 A2		80		82
Total Non-Agency Mortgage Backed Obligations (Cost $3,919)				4,233
U.S. AGENCY MORTGAGE-BACKED OBLIGATIONS - 20.89%
Federal Home Loan Mortgage Corporation
5.00%, Due 2/1/2021		203		216
4.50%, Due 4/1/2021		206		220
5.00%, Due 9/1/2035		562		604
5.50%, Due 4/1/2037		156		168
5.00%, Due 3/1/2038		257		275
5.50%, Due 5/1/2038		221		238
0.599%, Due 12/15/2040F		817		820
4.00%, Due 1/1/2041		1,148		1,227
4.50%, Due 2/1/2041		1,121		1,203
3.50%, Due 6/1/2042		2,464		2,623
				7,594
Federal National Mortgage Association
3.50%, Due 1/1/2026		277		294
6.50%, Due 7/1/2032		126		144
5.50%, Due 6/1/2033		211		232
4.50%, Due 9/1/2034		113		123
5.50%, Due 12/1/2035		225		246
5.00%, Due 2/1/2036		187		203
5.50%, Due 4/1/2036		325		356
5.50%, Due 2/1/2037		216		235
6.00%, Due 9/1/2037		137		150
6.00%, Due 1/1/2038		208		228
4.50%, Due 1/1/2040		754		813
4.00%, Due 9/1/2040		565		605
4.00%, Due 1/1/2041		1,890		2,023
				5,652
Government National Mortgage Association
6.00%, Due 2/15/2033		351		406
5.50%, Due 4/15/2033		430		474
5.00%, Due 5/15/2033		284		314
1.692%, Due 11/16/2035, 2010-148 A		193		195
2.21%, Due 12/16/2035, 2011-31 A		2,401		2,453
2.989%, Due 3/16/2039, 2010-71 AC		267		274
2.17%, Due 4/16/2041, 2012 44 A		2,941		3,025
2.70%, Due 4/16/2043, 2011-109 AB		2,450		2,573
2.543%, Due 9/16/2044, 2011-96 AC		2,172		2,263
3.20%, Due 11/16/2044, 2011-92 B		2,900		3,140
				15,117
National Credit Union Administration
0.600%, Due 3/11/2020, 2011 R3 1AF		1,778		1,783
0.650%, Due 10/7/2020, 2010 R1 1AF		1,866		1,872
				3,655
Total U.S. Agency Mortgage Backed Obligations (Cost $30,793)				32,018
U.S. TREASURY OBLIGATIONS - 12.70%
2.50%, Due 3/31/2015		2,000		2,087

See accompanying notes

31

American Beacon Retirement Income and Appreciation Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
0.25%, Due 12/15/2015	$	4,000	$	3,997
0.875%, Due 1/31/2017		3,200		3,251
1.50%, Due 8/31/2018		2,000		2,080
3.625%, Due 2/15/2020		1,700		1,991
2.00%, Due 2/15/2022		1,200		1,251
6.25%, Due 8/15/2023		800		1,147
6.875%, Due 8/15/2025		250		385
5.25%, Due 11/15/2028		550		763
4.75%, Due 2/15/2037		420		573
4.50%, Due 8/15/2039		910		1,208
3.125%, Due 2/15/2042		700		735
Total U.S. Treasury Obligations (Cost $18,353)				19,468
	Shares
SHORT-TERM INVESTMENTS - 2.02% (Cost $3,096)
JPMorgan U.S. Government Money Market Fund, Capital Class		3,095,619		3,096
TOTAL INVESTMENTS - 99.45% (Cost $140,635)				152,449
OTHER ASSETS, NET OF LIABILITIES - 0.55%				848
TOTAL NET ASSETS - 100.00%			$	153,297

Percentages are stated as a percent of net assets.

^A Non-income producing security.

^B ADR - American Depositary Receipt.

^C Security exempt from registration under the Securities Act of 1933. These securities may be resold to qualified institutional buyers pursuant to Rule 144A. At the period end, the value of these securities amounted to $18,036 or 11.76% of net assets. The Fund has no right to demand registration of these securities.

^D Non-voting participating shares.

^E Limited Liability Company.

^F The coupon rate shown on floating or adjustable rate securities represents the rate at period end. The due date on these types of securities reflects the final maturity date.

^G Limited Partnership.

See accompanying notes

32

American Beacon Intermediate Bond Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
CORPORATE OBLIGATIONS - 47.68%
Consumer - 2.04%
Altria Group, Inc.,
9.70%, Due 11/10/2018	$	127	$	178
4.75%, Due 5/5/2021		390		448
Anheuser-Busch InBev Worldwide, Inc.,
5.00%, Due 4/15/2020		380		456
8.00%, Due 11/15/2039		175		283
Coca-Cola Co., 0.75%, Due 11/15/2013		605		607
ConAgra Foods, Inc., 3.20%, Due 1/25/2023		420		429
Diageo Capital PLC, 1.50%, Due 5/11/2017		380		387
Kellogg Co., 1.875%, Due 11/17/2016		200		206
Kraft Foods Group, Inc., 1.625%, Due 6/4/2015		295		300
Molson Coors Brewing Co., 3.50%, Due 5/1/2022		140		148
PepsiCo, Inc.,
2.50%, Due 5/10/2016		805		846
2.75%, Due 3/1/2023		875		890
SABMiller Holdings, Inc.,
3.75%, Due 1/15/2022A		2,000		2,187
4.95%, Due 1/15/2042A		400		461
				7,826
Energy - 4.56%
Apache Corp., 5.10%, Due 9/1/2040		200		221
BP Capital Markets PLC,
4.50%, Due 10/1/2020		740		858
2.50%, Due 11/6/2022		895		892
BP Capital Markets PLC, 3.20%, Due 3/11/2016		400		427
Cameron International Corp., 6.375%, Due 7/15/2018		370		446
Canadian Natural Resources Ltd.,
3.45%, Due 11/15/2021		555		597
6.25%, Due 3/15/2038		360		447
ConocoPhillips, 6.65%, Due 7/15/2018		945		1,187
Devon Energy Corp., 4.75%, Due 5/15/2042		400		413
Energy Transfer Partners LP,
8.50%, Due 4/15/2014B		485		519
9.00%, Due 4/15/2019B		525		701
Enterprise Products Operating LLC, 6.125%, Due 10/15/2039C		615		753
EOG Resources, Inc., 2.50%, Due 2/1/2016		425		446
Halliburton Co., 3.25%, Due 11/15/2021		580		627
Husky Energy, Inc.,
5.90%, Due 6/15/2014		500		528
3.95%, Due 4/15/2022		690		748
Marathon Oil Corp., 6.00%, Due 10/1/2017		475		564
ONEOK Partners LP, 6.125%, Due 2/1/2041B		800		979
Phillips 66,
1.95%, Due 3/5/2015		380		388
4.30%, Due 4/1/2022		750		837
Pride International, Inc., 6.875%, Due 8/15/2020		460		585
Shell International Finance BV, 0.625%, Due 12/4/2015		1,535		1,542
Spectra Energy Capital LLC,
5.668%, Due 8/15/2014C		320		340
5.65%, Due 3/1/2020C		595		709
Spectra Energy Partners LP, 4.60%, Due 6/15/2021B		235		255
The Williams Cos., Inc., 3.70%, Due 1/15/2023		310		313
TransCanada PipeLines Ltd.,
7.625%, Due 1/15/2039		395		586
6.10%, Due 6/1/2040		290		378
Valero Energy Corp., 9.375%, Due 3/15/2019		170		234
				17,520
Finance - 19.73%
AEGON Funding Co. LLC, 5.75%, Due 12/15/2020C		400		483
American Express Co., 4.05%, Due 12/3/2042		438		437

See accompanying notes

33

American Beacon Intermediate Bond Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
American Express Credit Corp., 1.75%, Due 6/12/2015	$	1,405	$	1,436
American International Group, Inc.,
6.40%, Due 12/15/2020		800		1,001
4.875%, Due 6/1/2022		1,000		1,152
Bank of America Corp.,
7.80%, Due 9/15/2016		700		820
7.625%, Due 6/1/2019		1,695		2,170
5.70%, Due 1/24/2022		2,000		2,384
Bank of New York Mellon Corp., 2.30%, Due 7/28/2016		920		965
Bank of Nova Scotia, 0.75%, Due 10/9/2015		910		910
Bank One Corp., 4.90%, Due 4/30/2015		500		533
Barclays Bank PLC,
3.90%, Due 4/7/2015		380		401
6.75%, Due 5/22/2019		650		814
Bear Stearns Cos. LLC, 7.25%, Due 2/1/2018C		3,295		4,102
BNP Paribas S.A., 3.60%, Due 2/23/2016		400		425
Boston Properties LP, 3.125%, Due 9/1/2023B		410		416
Canadian Imperial Bank of Commerce, 2.35%, Due 12/11/2015		850		885
Capital One Financial Corp., 2.15%, Due 3/23/2015		1,075		1,098
Citigroup, Inc.,
1.214%, Due 4/1/2014D		8		8
0.576%, Due 11/5/2014D		380		379
6.01%, Due 1/15/2015		570		618
4.45%, Due 1/10/2017		1,000		1,106
8.50%, Due 5/22/2019		2,645		3,558
5.875%, Due 1/30/2042		500		627
CNA Financial Corp., 7.35%, Due 11/15/2019		660		841
Danske Bank A/S, 1.327%, Due 4/14/2014A D		780		784
Deutsche Bank AG, 3.875%, Due 8/18/2014		400		416
ERP Operating LP, 3.00%, Due 4/15/2023B		290		293
Fifth Third Bancorp, 3.625%, Due 1/25/2016		400		428
General Electric Capital Corp.,
0.480%, Due 1/8/2016D		1,300		1,291
5.625%, Due 5/1/2018		375		446
6.00%, Due 8/7/2019		350		429
5.50%, Due 1/8/2020		2,020		2,429
5.30%, Due 2/11/2021		390		453
5.875%, Due 1/14/2038		570		691
Goldman Sachs Group, Inc.,
5.35%, Due 1/15/2016		800		887
6.25%, Due 9/1/2017		800		941
5.95%, Due 1/18/2018		935		1,092
6.00%, Due 6/15/2020		990		1,193
5.75%, Due 1/24/2022		500		597
HCP, Inc., 5.375%, Due 2/1/2021		500		593
Health Care REIT, Inc.,
3.625%, Due 3/15/2016E		565		601
5.25%, Due 1/15/2022E		495		575
HSBC Finance Corp., 0.527%, Due 1/15/2014D		1,250		1,249
ING Bank N.V.,
5.125%, Due 5/1/2015A		250		262
3.75%, Due 3/7/2017A		1,500		1,613
JPMorgan Chase & Co.,
0.610%, Due 6/13/2016D		480		472
3.15%, Due 7/5/2016		1,000		1,063
5.50%, Due 10/15/2040		425		515
KeyCorp, 5.10%, Due 3/24/2021		385		455
Liberty Mutual Group, Inc., 5.00%, Due 6/1/2021A		390		433
Lincoln National Corp., 4.75%, Due 2/15/2014		50		52
Lloyds TSB Bank PLC, 4.375%, Due 1/12/2015A		375		396
Merrill Lynch & Co. Inc,
6.40%, Due 8/28/2017		940		1,106
6.50%, Due 7/15/2018		520		623

See accompanying notes

34

American Beacon Intermediate Bond Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
Merrill Lynch & Co. Inc., 6.11%, Due 1/29/2037	$	360	$	410
MetLife, Inc., 6.375%, Due 6/15/2034		500		655
Morgan Stanley,
1.875%, Due 1/24/2014D		2,000		2,015
0.757%, Due 10/15/2015D		1,180		1,165
1.75%, Due 2/25/2016		590		594
7.30%, Due 5/13/2019		370		463
5.625%, Due 9/23/2019		600		699
3.75%, Due 2/25/2023		590		612
National Australia Bank Ltd., 4.375%, Due 12/10/2020A		425		488
Nordea Bank AB, 4.875%, Due 1/27/2020A		450		521
PNC Funding Corp.,
4.25%, Due 9/21/2015		670		725
4.375%, Due 8/11/2020		410		469
3.30%, Due 3/8/2022		515		541
Prudential Financial, Inc., 7.375%, Due 6/15/2019		450		580
Rabobank Nederland, 2.125%, Due 10/13/2015		640		661
Royal Bank of Canada,
1.15%, Due 3/13/2015		375		380
0.625%, Due 12/5/2016		1,595		1,596
Simon Property Group LP,
6.125%, Due 5/30/2018B		895		1,097
10.35%, Due 4/1/2019B		375		545
Societe Generale S.A.,
2.20%, Due 9/14/2013A		450		452
1.328%, Due 4/11/2014AD		900		905
State Street Corp., 2.875%, Due 3/7/2016		1,200		1,277
SunTrust Banks, Inc., 3.50%, Due 1/20/2017		985		1,057
Svenska Handelsbanken AB, 2.875%, Due 4/4/2017		800		851
UBS AG, 5.875%, Due 12/20/2017		1,163		1,384
US Bancorp, 1.65%, Due 5/15/2017		795		814
Wachovia Corp.,
0.647%, Due 10/15/2016D		750		741
5.75%, Due 2/1/2018		3,075		3,670
Willis North America, Inc., 6.20%, Due 3/28/2017		455		521
				75,835
Manufacturing - 7.28%
ABB Finance USA, Inc., 2.875%, Due 5/8/2022		410		423
Altera Corp., 1.75%, Due 5/15/2017		280		286
American Honda Finance Corp.,
2.125%, Due 2/28/2017A		1,000		1,036
3.875%, Due 9/21/2020A		500		558
Analog Devices, Inc., 3.00%, Due 4/15/2016		460		487
Apple Inc., 2.40%, Due 5/3/2023		1,095		1,094
Applied Materials, Inc., 2.65%, Due 6/15/2016		545		574
BHP Billiton Finance USA Ltd., 1.625%, Due 2/24/2017		435		445
Caterpillar Financial Services Corp.,
1.10%, Due 5/29/2015		535		542
2.75%, Due 6/24/2015		380		397
1.625%, Due 6/1/2017		740		756
Cooper US, Inc.,
6.10%, Due 7/1/2017		600		712
3.875%, Due 12/15/2020		505		554
Daimler Finance North America LLC,
3.00%, Due 3/28/2016A C		190		199
2.95%, Due 1/11/2017A C		2,400		2,535
Dow Chemical Co.,
4.25%, Due 11/15/2020		255		283
4.125%, Due 11/15/2021		400		436
Eaton Corp PLC, 5.60%, Due 5/15/2018		380		448
EI du Pont de Nemours & Co., 2.80%, Due 2/15/2023		590		606

See accompanying notes

35

American Beacon Intermediate Bond Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
Ford Motor Credit Co. LLC,
4.25%, Due 2/3/2017C	$	700	$	754
5.875%, Due 8/2/2021C		600		700
Hewlett-Packard Co.,
2.20%, Due 12/1/2015		425		435
4.05%, Due 9/15/2022		350		356
Intel Corp.,
1.35%, Due 12/15/2017		600		604
3.30%, Due 10/1/2021		515		548
John Deere Capital Corp.,
0.95%, Due 6/29/2015		325		328
1.30%, Due 3/12/2018		700		705
Johnson Controls, Inc.,
1.75%, Due 3/1/2014		1,275		1,288
5.00%, Due 3/30/2020		480		552
Koninklijke Philips Electronics N.V., 5.75%, Due 3/11/2018		955		1,148
Northrop Grumman Corp., 5.05%, Due 8/1/2019		200		236
Oracle Corp., 1.20%, Due 10/15/2017		720		724
Precision Castparts Corp., 0.70%, Due 12/20/2015		455		456
Rio Tinto Finance USA Ltd., 2.50%, Due 5/20/2016		640		670
Teck Resources Ltd., 6.00%, Due 8/15/2040		355		373
Toyota Motor Credit Corp., 2.05%, Due 1/12/2017		1,190		1,234
Tyco Electronics Group S.A.,
1.60%, Due 2/3/2015		575		582
6.55%, Due 10/1/2017		550		659
United Technologies Corp.,
1.80%, Due 6/1/2017		1,130		1,167
6.125%, Due 7/15/2038		600		810
Volkswagen International Finance N.V., 1.625%, Due 3/22/2015A		850		863
Xerox Corp.,
5.65%, Due 5/15/2013		50		50
8.25%, Due 5/15/2014		190		204
2.95%, Due 3/15/2017		175		181
				27,998
Service - 6.99%
AbbVie, Inc.,
1.20%, Due 11/6/2015A		570		575
2.90%, Due 11/6/2022A		815		832
Baxter International, Inc., 1.85%, Due 1/15/2017		410		422
Becton Dickinson and Co., 3.25%, Due 11/12/2020		650		701
Cardinal Health, Inc., 3.20%, Due 3/15/2023		590		600
CBS Corp., 3.375%, Due 3/1/2022		1,000		1,043
Comcast Corp.,
5.875%, Due 2/15/2018		1,090		1,320
6.55%, Due 7/1/2039		800		1,085
Covidien International Finance S.A., 2.80%, Due 6/15/2015		845		882
CVS Caremark Corp., 3.25%, Due 5/18/2015		190		200
DIRECTV Holdings LLC.,
1.75%, Due 1/15/2018C		650		650
6.35%, Due 3/15/2040C		295		345
eBay, Inc., 1.35%, Due 7/15/2017		515		522
Genzyme Corp., 5.00%, Due 6/15/2020		235		281
Gilead Sciences, Inc., 2.40%, Due 12/1/2014		875		899
GlaxoSmithKline Capital PLC, 1.50%, Due 5/8/2017		1,305		1,330
Home Depot, Inc., 2.70%, Due 4/1/2023		290		295
Humana, Inc., 3.15%, Due 12/1/2022		775		779
McKesson Corp., 3.25%, Due 3/1/2016		200		214
Medtronic, Inc., 3.00%, Due 3/15/2015		1,580		1,652
Novartis Capital Corp., 2.90%, Due 4/24/2015		980		1,026
Quest Diagnostics, Inc., 4.75%, Due 1/30/2020		225		247
Sanofi,
1.25%, Due 4/10/2018		900		903
4.00%, Due 3/29/2021		320		363

See accompanying notes

36

American Beacon Intermediate Bond Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
St Jude Medical, Inc., 2.50%, Due 1/15/2016	$	645	$	670
Teva Pharmaceutical Finance II, 3.00%, Due 6/15/2015		735		770
Thomson Reuters Corp., 4.70%, Due 10/15/2019		225		261
Time Warner Cable, Inc.,
5.85%, Due 5/1/2017		1,300		1,517
6.75%, Due 7/1/2018		540		671
4.50%, Due 9/15/2042		500		476
Time Warner, Inc.,
4.875%, Due 3/15/2020		1,090		1,269
4.75%, Due 3/29/2021		350		406
UnitedHealth Group, Inc.,
5.375%, Due 3/15/2016		430		484
3.875%, Due 10/15/2020		425		472
3.95%, Due 10/15/2042		290		284
Viacom, Inc., 4.50%, Due 2/27/2042		500		488
Walgreen Co., 3.10%, Due 9/15/2022		300		305
Wal-Mart Stores, Inc., 7.55%, Due 2/15/2030		400		588
WellPoint, Inc., 4.35%, Due 8/15/2020		945		1,066
				26,893
Telecommunications - 3.34%
America Movil SAB de CV, 6.375%, Due 3/1/2035		375		474
AT&T, Inc.,
0.80%, Due 12/1/2015		910		909
5.50%, Due 2/1/2018		975		1,152
5.35%, Due 9/1/2040		508		574
5.55%, Due 8/15/2041		1,000		1,153
4.35%, Due 6/15/2045A		448		437
Cellco Partnership, 8.50%, Due 11/15/2018		485		650
Deutsche Telekom International Finance BV, 4.875%, Due 3/6/2042A		850		908
France Telecom S.A.,
4.375%, Due 7/8/2014		385		401
2.125%, Due 9/16/2015		225		231
Rogers Communications, Inc., 5.50%, Due 3/15/2014		755		787
Verizon Communications, Inc.,
1.95%, Due 3/28/2014		890		902
5.50%, Due 4/1/2017		500		582
4.60%, Due 4/1/2021		780		900
3.50%, Due 11/1/2021		350		372
6.90%, Due 4/15/2038		500		665
Vodafone Group PLC,
1.625%, Due 3/20/2017		815		825
6.15%, Due 2/27/2037		760		935
				12,857
Transportation - 0.81%
Burlington Northern Santa Fe LLC,
5.75%, Due 3/15/2018C		600		721
7.95%, Due 8/15/2030C		375		535
5.75%, Due 5/1/2040C		190		235
Canadian National Railway Co., 5.55%, Due 5/15/2018		400		480
CSX Corp., 5.50%, Due 4/15/2041		425		504
Norfolk Southern Corp., 5.75%, Due 4/1/2018		300		360
United Parcel Service, Inc., 1.125%, Due 10/1/2017		285		288
				3,123
Utilities - 2.93%
Commonwealth Edison Co., 4.00%, Due 8/1/2020		190		216
Consolidated Edison Co. of New York, Inc., 5.50%, Due 12/1/2039		350		443
Duke Energy Indiana, Inc., 6.05%, Due 6/15/2016		450		519
EDF S.A., 4.60%, Due 1/27/2020A		580		659
Exelon Generation Co. LLC,
5.20%, Due 10/1/2019C		500		574
6.25%, Due 10/1/2039C		365		440
MidAmerican Energy Holdings Co., 6.125%, Due 4/1/2036		1,000		1,290

See accompanying notes

37

American Beacon Intermediate Bond Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
National Rural Utilities Cooperative Finance Corp.,
1.125%, Due 11/1/2013	$	465	$	467
5.45%, Due 4/10/2017		500		583
Pacific Gas & Electric Co., 6.25%, Due 12/1/2013		150		155
Progress Energy, Inc.,
4.875%, Due 12/1/2019		450		522
4.40%, Due 1/15/2021		1,000		1,131
Sempra Energy, 6.50%, Due 6/1/2016		565		657
Southern Co., 1.95%, Due 9/1/2016		380		393
Southwestern Electric Power Co., 3.55%, Due 2/15/2022		800		848
Union Electric Co., 6.70%, Due 2/1/2019		510		643
Westar Energy, Inc., 6.00%, Due 7/1/2014		200		212
Xcel Energy, Inc., 5.613%, Due 4/1/2017		1,321		1,529
				11,281
Total Corporate Obligations (Cost $170,651)				183,333
FOREIGN GOVERNMENT OBLIGATIONS - 0.51%
Energy - 0.51%
Petrobras International Finance Co.,
3.875%, Due 1/27/2016		300		315
3.50%, Due 2/6/2017		340		354
5.375%, Due 1/27/2021		500		551
6.875%, Due 1/20/2040		245		293
Petroleos Mexicanos, 6.00%, Due 3/5/2020		375		452
Total Foreign Government Obligations (Cost $1,808)				1,965
ASSET-BACKED OBLIGATIONS - 2.66%
Ally Master Owner Trust,
0.849%, Due 6/15/2015, 2011-5 AD		750		750
1.21%, Due 6/15/2017, 2012 3 A2		3,500		3,531
CNH Equipment Trust,
1.17%, Due 5/15/2015, 2010-C A3		108		108
2.04%, Due 10/17/2016, 2011-A A4		470		480
0.94%, Due 5/15/2017, 2012 A A3		830		833
Ford Credit Auto Lease Trust, 0.60%, Due 3/15/2016, 2013-A A3		550		551
Hyundai Auto Receivables Trust, 3.15%, Due 3/15/2016, 2009-A A4		113		114
Nissan Auto Lease Trust, 0.58%, Due 11/16/2015, 2012 B A3		1,155		1,158
Nissan Master Owner Trust Receivables, 0.669%, Due 5/15/2017, 2012 A AD		1,700		1,707
Volkswagen Auto Loan Enhanced Trust, 0.87%, Due 7/20/2015, 2012 A A3		985		990
Total Asset-Backed Obligations (Cost $10,168)				10,222
NON-AGENCY MORTGAGE-BACKED OBLIGATIONS - 2.21%
Banc of America Commercial Mortgage Trust,
5.317%, Due 9/10/2047, 2006-5 A2		269		269
5.634%, Due 4/10/2049, 2007-2 A2		129		132
Bear Stearns Commercial Mortgage Securities,
5.201%, Due 12/11/2038, 2006-PW14 A4		790		891
5.54%, Due 9/11/2041, 2006-PW13 A4		1,285		1,451
4.831%, Due 7/11/2042, 2004-PWR5 A4		305		308
GS Mortgage Securities Corp II,
3.679%, Due 8/10/2043, 2010-C1 A1A		509		548
3.849%, Due 12/10/2043, 2010-C2 A1A		753		812
3.645%, Due 3/10/2044, 2011-GC3 A2A		750		805
JP Morgan Chase Commercial Mortgage Securities Corp.,
4.678%, Due 7/15/2042, 2005-LDP2 A3A		122		123
3.853%, Due 6/15/2043, 2010-C1 A1A		705		745
4.388%, Due 2/15/2046, 2011-C3 A3A		800		905
4.625%, Due 3/15/2046, 2005-LDP1 A2		59		60
5.910%, Due 2/12/2049, 2007-CB19 A4		550		636
5.629%, Due 2/12/2051, 2007-CB20 A2		67		67

See accompanying notes

38

American Beacon Intermediate Bond Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
LB-UBS Commercial Mortgage Trust, 5.424%, Due 2/15/2040, 2007-C1 A4	$	550	$	628
Wachovia Bank Commercial Mortgage Trust, 5.919%, Due 6/15/2049, 2007-C32 A2		126		130
Total Non-Agency Mortgage-Backed Obligations (Cost $7,640)				8,510
U.S. AGENCY MORTGAGE-BACKED OBLIGATIONS - 28.84%
Federal Home Loan Mortgage Corporation - 6.24%
4.50%, Due 3/1/2019		122		130
5.00%, Due 10/1/2020		297		316
5.00%, Due 8/1/2033		183		198
5.50%, Due 2/1/2034		245		266
6.00%, Due 8/1/2034		127		140
5.00%, Due 8/1/2035		111		120
5.00%, Due 9/1/2035		281		302
5.50%, Due 4/1/2037		156		168
5.00%, Due 3/1/2038		189		203
5.50%, Due 5/1/2038		276		298
5.50%, Due 6/1/2038		175		189
4.00%, Due 10/1/2039		3,637		3,884
5.00%, Due 4/1/2040		2,431		2,656
4.50%, Due 8/1/2040		1,716		1,838
0.599%, Due 12/15/2040D		1,090		1,093
4.00%, Due 1/1/2041		1,084		1,158
4.50%, Due 2/1/2041		841		903
3.50%, Due 3/1/2042		876		938
3.50%, Due 6/1/2042		4,107		4,370
3.00%, Due 8/1/2042		4,622		4,819
				23,989
Federal National Mortgage Association - 13.92%
6.50%, Due 2/1/2017		49		52
5.00%, Due 12/1/2017		160		172
4.50%, Due 9/1/2018		348		374
4.00%, Due 8/1/2020		72		78
3.50%, Due 1/1/2026		332		353
4.00%, Due 5/1/2026		237		253
3.00%, Due 11/1/2027		1,479		1,579
3.50%, Due 1/1/2028		3,158		3,370
5.00%, Due 3/1/2034		246		268
5.50%, Due 6/1/2034		150		165
4.50%, Due 9/1/2034		76		82
5.50%, Due 2/1/2035		278		305
5.00%, Due 5/1/2035		3,588		3,899
5.00%, Due 11/1/2035		247		268
5.50%, Due 12/1/2035		173		189
5.00%, Due 2/1/2036		187		203
5.50%, Due 4/1/2036		407		445
6.00%, Due 9/1/2036		81		89
6.50%, Due 12/1/2036		183		205
5.50%, Due 2/1/2037		216		235
6.00%, Due 9/1/2037		205		225
6.00%, Due 1/1/2038		333		365
5.50%, Due 3/1/2038		461		510
5.00%, Due 4/1/2038		194		210
5.50%, Due 6/1/2038		148		161
4.50%, Due 1/1/2040		1,676		1,807
5.00%, Due 5/1/2040		2,249		2,479
4.50%, Due 8/1/2040		1,194		1,289
4.00%, Due 9/1/2040		1,083		1,159
4.00%, Due 12/1/2040		4,527		4,911
4.00%, Due 1/1/2041		1,260		1,349
4.00%, Due 2/1/2041		3,427		3,754
4.50%, Due 4/1/2041		5,432		5,961
4.50%, Due 5/1/2041		1,466		1,615
4.50%, Due 8/1/2041		1,553		1,704

See accompanying notes

39

American Beacon Intermediate Bond Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
4.00%, Due 9/1/2041	$	2,903	$	3,109
4.00%, Due 10/1/2041		2,834		3,074
4.50%, Due 10/1/2041		1,168		1,284
4.00%, Due 11/1/2041		907		983
3.50%, Due 2/1/2042		2,496		2,675
4.00%, Due 4/1/2042		744		817
3.50%, Due 9/1/2042		1,026		1,096
4.00%, Due 11/1/2042		390		423
				53,544
Government National Mortgage Association - 7.44%
6.50%, Due 3/15/2028		156		181
6.00%, Due 4/15/2031		177		201
5.50%, Due 2/20/2034		200		222
2.012%, Due 7/16/2035 2011-144 AB		1,761		1,801
1.692%, Due 11/16/2035 2010-148 A		277		280
2.174%, Due 7/16/2038 2011-147 A		2,905		3,008
6.00%, Due 10/15/2038		792		895
2.989%, Due 3/16/2039 2010-71 AC		384		394
5.50%, Due 2/15/2040		621		679
4.50%, Due 10/20/2040		1,185		1,320
2.17%, Due 4/16/2041 2012 44 A		5,882		6,051
5.00%, Due 9/20/2041		726		803
1.732%, Due 5/16/2042 2012 70 A		3,435		3,494
3.50%, Due 3/15/2043		1,760		1,920
2.70%, Due 4/16/2043 2011-109 AB		2,450		2,573
2.543%, Due 9/16/2044 2011-96 AC		1,770		1,844
3.20%, Due 11/16/2044 2011-92 B		2,700		2,924
				28,590
National Credit Union Administration - 1.24%
0.600%, Due 3/11/2020 2011 R3 1AD		2,780		2,788
0.650%, Due 10/7/2020 2010 R1 1AD		1,990		1,997
				4,785
Total U.S. Agency Mortgage-Backed Obligations (Cost $108,132)				110,908
U.S. TREASURY OBLIGATIONS - 16.82%
2.625%, Due 7/31/2014		1,000		1,031
2.125%, Due 11/30/2014		4,500		4,638
2.50%, Due 3/31/2015		4,000		4,175
0.25%, Due 12/15/2015		4,000		3,997
2.00%, Due 4/30/2016		290		305
3.125%, Due 10/31/2016		4,400		4,817
0.875%, Due 1/31/2017		10,590		10,757
1.50%, Due 8/31/2018		4,000		4,159
3.625%, Due 2/15/2020		500		585
2.125%, Due 8/15/2021		1,200		1,270
2.00%, Due 11/15/2021		7,900		8,257
2.00%, Due 2/15/2022		5,660		5,900
6.25%, Due 8/15/2023		1,400		2,008
6.875%, Due 8/15/2025		770		1,187
5.25%, Due 11/15/2028		750		1,041
4.75%, Due 2/15/2037		800		1,092
4.50%, Due 8/15/2039		1,010		1,341
3.125%, Due 11/15/2041		5,710		6,004
3.125%, Due 2/15/2042		2,000		2,101
Total U.S. Treasury Obligations (Cost $62,728)				64,665

See accompanying notes

40

American Beacon Intermediate Bond Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Shares		Fair Value
			(000’s)
SHORT-TERM INVESTMENTS - 1.73% (Cost $6,634)
JPMorgan U.S. Government Money Market Fund, Capital Class		6,634,133	$	6,634
TOTAL INVESTMENTS - 100.45% (Cost $367,761)			$	386,237
LIABILITIES, NET OF OTHER ASSETS - (0.45%)				(1,711	)
TOTAL NET ASSETS - 100.00%			$	384,526

Percentages are stated as a percent of net assets.

^A Security exempt from registration under the Securities Act of 1933. These securities may be resold to qualified institutional buyers pursuant to Rule 144A. At the period end, the value of these securities amounted to $20,919 or 5.44% of net assets. The Fund has no right to demand registration of these securities.

^B Limited Partnership.

^C Limited Liability Company.

^D The coupon rate shown on floating or adjustable rate securities represents the rate at period end. The due date on these types of securities reflects the final maturity date.

See accompanying notes

41

American Beacon Short-Term Bond Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
CORPORATE OBLIGATIONS - 48.82%
Consumer - 3.37%
Kellogg Co., 1.125%, Due 5/15/2015	$	2,000	$	2,020
SABMiller Holdings, Inc., 1.85%, Due 1/15/2015A		1,000		1,019
SABMiller PLC, 6.50%, Due 7/1/2016A		1,725		2,013
				5,052
Energy - 0.69%
EOG Resources Canada, Inc., 4.75%, Due 3/15/2014A		1,000		1,038
Finance - 25.45%
ABN AMRO Bank N.V.,
2.072%, Due 1/30/2014A B		2,000		2,021
1.375%, Due 1/22/2016A		1,000		1,002
American Express Co., 7.25%, Due 5/20/2014		1,000		1,069
American International Group, Inc.,
3.65%, Due 1/15/2014		2,000		2,042
4.25%, Due 9/15/2014		600		628
Bank of America Corp.,
0.610%, Due 9/15/2014B		1,290		1,287
1.104%, Due 3/22/2016		2,000		1,998
Citigroup, Inc.,
1.214%, Due 4/1/2014B		19		19
0.576%, Due 11/5/2014B		2,573		2,565
Danske Bank A/S, 1.327%, Due 4/14/2014A B		3,000		3,015
Goldman Sachs Group, Inc.,
4.75%, Due 7/15/2013		2,000		2,018
5.125%, Due 1/15/2015		1,000		1,069
0.702%, Due 7/22/2015B		1,000		995
HSBC Finance Corp., 0.527%, Due 1/15/2014B		2,050		2,049
ING Bank N.V., 1.681%, Due 6/9/2014A C		3,000		3,031
Lloyds TSB Bank PLC, 2.652%, Due 1/24/2014B		2,000		2,030
MetLife Institutional Funding II, 1.205%, Due 4/4/2014A B		3,000		3,023
Monumental Global Funding III, 0.504%, Due 1/15/2014A B		1,000		1,001
Morgan Stanley, 0.757%, Due 10/15/2015B		3,000		2,962
Societe Generale S.A., 1.328%, Due 4/11/2014A B		2,000		2,010
Svenska Handelsbanken AB, 4.875%, Due 6/10/2014A		1,500		1,573
Wachovia Bank NA, 0.678%, Due 11/3/2014B		779		780
				38,187
Manufacturing - 10.68%
American Honda Finance Corp.,
1.45%, Due 2/27/2015A		2,000		2,028
1.00%, Due 8/11/2015A		2,000		2,012
Daimler Finance North America LLC,
0.92%, Due 3/28/2014A B D		2,000		2,004
2.30%, Due 1/9/2015A D		1,000		1,021
Ford Motor Credit Co. LLC, 4.25%, Due 2/3/2017D		1,000		1,077
Hewlett-Packard Co., 0.687%, Due 5/30/2014B		1,000		997
Johnson Controls, Inc., 1.75%, Due 3/1/2014		500		505
Nissan Motor Acceptance Corp., 4.50%, Due 1/30/2015A		1,000		1,063
Volkswagen International Finance N.V.,
0.918%, Due 4/1/2014A B		2,000		2,004
1.15%, Due 11/20/2015A		3,000		3,023
Xerox Corp., 5.65%, Due 5/15/2013		300		300
				16,034
Service - 6.04%
AbbVie, Inc., 1.20%, Due 11/6/2015A		5,000		5,039
McKesson Corp., 0.95%, Due 12/4/2015		1,000		1,005
Quest Diagnostics, Inc., 1.134%, Due 3/24/2014B		1,000		1,005
Viacom, Inc., 1.25%, Due 2/27/2015		2,000		2,015
				9,064
Telecommunications - 0.69%
France Telecom S.A., 4.375%, Due 7/8/2014		1,000		1,041

See accompanying notes

42

American Beacon Short-Term Bond Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
Transportation - 0.71%
Burlington Northern Santa Fe Corp., 4.875%, Due 1/15/2015	$	1,000	$	1,072
Utilities - 1.19%
EDF S.A., 5.50%, Due 1/26/2014A		1,000		1,036
Pacific Gas & Electric Co., 6.25%, Due 12/1/2013		730		754
				1,790
Total Corporate Obligations (Cost $72,369)				73,278
ASSET-BACKED OBLIGATIONS - 17.21%
Ally Master Owner Trust,
0.833%, Due 5/15/2016, 2011-3 A1B		2,000		2,008
1.003%, Due 9/15/2016, 2011-4 A1B		4,000		4,027
BMW Vehicle Lease Trust, 0.75%, Due 2/20/2015, 2012-1 A3		2,250		2,256
Ford Credit Auto Owner Trust, 0.84%, Due 8/15/2016, 2012-1A A3		2,000		2,008
Ford Credit Floorplan Master Owner Trust,
0.803%, Due 2/15/2016, 2011-1 A2B		2,000		2,007
0.85%, Due 1/15/2018, 2013-1 A1		1,000		1,001
GE Dealer Floorplan Master Note Trust, 0.803%, Due 7/20/2016, 2011-1 AB		2,500		2,516
GE Equipment Small Ticket LLC, 1.45%, Due 1/21/2018, 2011-1A A3A D		579		581
GE Equipment Transportation LLC,
1.00%, Due 10/20/2014, 2011-1 A3D		902		903
0.62%, Due 7/25/2016, 2012-2 A3D		2,500		2,500
Nissan Master Owner Trust Receivables, 0.503%, Due 2/15/2018, 2013-A AB		3,000		3,000
Volkswagen Auto Loan Enhanced Trust,
0.87%, Due 7/20/2015, 2012 A A3		1,000		1,005
0.85%, Due 8/22/2016, 2012-1 A3		2,000		2,011
Total Asset-Backed Obligations (Cost $25,730)				25,823
NON-AGENCY MORTGAGE-BACKED OBLIGATIONS - 1.75%
Banc of America Commercial Mortgage Trust, 5.634%, Due 4/10/2049, 2007-2 A2		122		124
GS Mortgage Securities Corp II, 2.716%, Due 2/10/2021, 2011-ALF AA		1,500		1,517
JP Morgan Chase Commercial Mortgage Securities Corp., 3.853%, Due 6/15/2043, 2010-C1 A1A		940		993
Total Non-Agency Mortgage-Backed Obligations (Cost $2,570)				2,634
U.S. AGENCY MORTGAGE-BACKED OBLIGATIONS - 26.45%
Government National Mortgage Association - 17.97%
1.864%, Due 8/16/2031 2010-141 A		1,475		1,488
2.239%, Due 12/16/2031 2011-1 A		1,380		1,397
2.45%, Due 7/16/2032 2011-109 A		2,628		2,676
2.25%, Due 5/16/2033 2011-92 A		2,932		2,984
2.25%, Due 8/16/2034 2011-78 A		2,148		2,193
2.21%, Due 11/16/2034 2011-16 A		2,623		2,673
1.692%, Due 11/16/2035 2010-148 A		1,845		1,865
2.21%, Due 12/16/2035 2011-31 A		2,572		2,628
2.782%, Due 6/16/2036 2010-13 AD		1,360		1,407
3.069%, Due 6/16/2036 2010-52 A		1,363		1,409
2.161%, Due 11/16/2036 2011-96 AB		2,105		2,150
2.45%, Due 7/16/2038 2011-49 A		2,551		2,636
2.989%, Due 3/16/2039 2010-71 AC		667		685
3.210%, Due 10/16/2039 2010-22 AB		755		780
				26,971
National Credit Union Administration - 8.48%
0.653%, Due 1/8/2020 2011 R1 1AB		5,385		5,401
0.603%, Due 2/6/2020 2011 R2 1AB		1,425		1,431
0.600%, Due 3/11/2020 2011 R3 1AB		5,511		5,529
1.84%, Due 10/7/2020 2010- R1 2A		368		373
				12,734
Total U.S. Agency Mortgage-Backed Obligations (Cost $39,426)				39,705

See accompanying notes

43

American Beacon Short-Term Bond Fund^SM

Schedule of Investments

April 30, 2013 (Unaudited)

	Par Amount		Fair Value
	(000’s)		(000’s)
U.S. TREASURY OBLIGATIONS - 4.09%
2.125%, Due 11/30/2014	$	1,000	$	1,031
1.00%, Due 10/31/2016		5,000		5,104
Total U.S. Treasury Obligations (Cost $6,107)				6,135
	Shares
SHORT-TERM INVESTMENTS - 0.44% (Cost $664)
JPMorgan U.S. Government Money Market Fund, Capital Class		664,031		664
TOTAL INVESTMENTS - 98.76% (Cost $146,866)				148,239
OTHER ASSETS, NET OF LIABILITIES - 1.24%				1,848
TOTAL NET ASSETS - 100.00%			$	150,087

Percentages are stated as a percent of net assets.

^A Security exempt from registration under the Securities Act of 1933. These securities may be resold to qualified institutional buyers pursuant to Rule 144A. At the period end, the value of these securities amounted to $43,067 or 28.70% of net assets. The Fund has no right to demand registration of these securities.

^B The coupon rate shown on floating or adjustable rate securities represents the rate at period end. The due date on these types of securities reflects the final maturity date.

^C Variable rate.

^D Limited Liability Company.

^E Real Estate Investment Trust.

See accompanying notes

44

American Beacon Funds^SM

Statements of Assets and Liabilities

April 30, 2013 (Unaudited) (in thousands except share and per share amounts)

	High Yield Bond Fund			Retirement Income and Appreciation Fund			Intermediate Bond Fund		Short-Term Bond Fund
Assets:
Investments in unaffiliated securities, at fair valueA	$	190,427		$	152,449		$	386,237	$	148,239
Receivable for investments sold		1,944			502			2,125		—
Dividends and interest receivable		3,245			905			2,453		473
Receivable for fund shares sold		567			161			172		1,586
Receivable for tax reclaims		6			5			7		—
Receivable for expense reimbursement (Note 2)		1			—			—		2
Prepaid expenses		34			22			37		27
Total assets		196,224			154,044			391,031		150,327
Liabilities:
Payable for investments purchased		2,525			297			4,602		—
Payable for fund shares redeemed		208			219			1,742		156
Dividends payable		29			1			7		4
Management and investment advisory fees payable		214			140			63		24
Administrative service and service fees payable		25			58			19		13
Transfer agent fees payable		12			1			3		12
Custody and fund accounting fees payable		3			2			6		2
Professional fees payable		17			14			21		13
Trustee fees payable		1			3			6		6
Payable for prospectus and shareholder reports		3			12			33		9
Other liabilities		1			—			3		1
Total liabilities		3,038			747			6,505		240
Net Assets	$	193,186		$	153,297		$	384,526	$	150,087
Analysis of Net Assets:
Paid-in-capital		186,857			140,215			363,031		157,148
Undistributed net investment income		150			(446	)		2,001		(355	)
Accumulated net realized gain (loss)		(1,191	)		1,715			1,018		(8,079	)
Unrealized appreciation of investments		7,370			11,813			18,476		1,373
Net assets	$	193,186		$	153,297		$	384,526	$	150,087
Shares outstanding at no par value (unlimited shares authorized):
Institutional Class		5,852,670			N/A			34,135,473		15,403,712
Y Class		121,018			103,780			162,554		138,157
Investor Class		897,023			13,282,725			274,631		1,240,062
A Class		108,372			96,711			53,186		301,270
C Class		221,511			185,663			99,251		57,686
AMR Class		13,231,391			N/A			N/A		N/A
Net assets (not in thousands):
Institutional Class	$	55,325,795		$	N/A		$	377,998,929	$	134,870,871
Y Class	$	1,145,891		$	1,163,761		$	1,806,667	$	1,211,894
Investor Class	$	8,483,789		$	148,953,478		$	3,035,828	$	10,861,395
A Class	$	1,026,258		$	1,088,062		$	587,734	$	2,637,316
C Class	$	2,092,483		$	2,091,720		$	1,097,090	$	505,397
AMR Class	$	125,111,339		$	N/A		$	N/A	$	N/A
Net asset value, offering and redemption price per share:
Institutional Class	$	9.45			N/A		$	11.07	$	8.76
Y Class	$	9.47		$	11.21		$	11.11	$	8.77
Investor Class	$	9.46		$	11.21		$	11.05	$	8.76
A Class	$	9.47		$	11.25		$	11.05	$	8.75
A Class (offering price)	$	9.94		$	11.54		$	11.60	$	8.97
C Class	$	9.45		$	11.27		$	11.05	$	8.76
AMR Class	$	9.46			N/A			N/A		N/A
A Cost of investments in unaffiliated securities	$	183,056		$	140,635		$	367,761	$	146,866

See accompanying notes

45

American Beacon Funds^SM

Statements of Operations

For the Six Months Ended April 30, 2013 (Unaudited) (in thousands)

	High Yield Bond Fund			Retirement Income and Appreciation Fund			Intermediate Bond Fund			Short-Term Bond Fund
Investment Income:
Dividend income from unaffiliated securities	$	73		$	239		$	—		$	1
Interest income		5,757			2,021			5,023			1,263
Miscellaneous Income		71			—			—			—
Total investment income		5,901			2,260			5,023			1,264
Expenses:
Management and investment advisory fees (Note 2)		340			250			395			189
Administrative service fees (Note 2):
Institutional Class		83			—			97			54
Y Class		1			3			5			2
Investor Class		13			227			8			18
A Class		2			6			1			5
C Class		5			4			2			1
AMR Class		24			—			—			—
Transfer agent fees:
Institutional Class		4			—			7			4
Investor Class		1			4			1			3
AMR Class		2			—			—			—
Custody and fund accounting fees		14			11			24			12
Professional fees		27			23			27			24
Registration fees and expenses		28			31			30			36
Service fees (Note 2):
Y Class		1			1			2			1
Investor Class		10			284			7			15
A Class		1			2			—			2
C Class		2			2			1			—
Distribution fees (Note 2):
A Class		1			4			1			3
C Class		11			10			6			2
Prospectus and shareholder report expenses		15			9			25			15
Trustee fees		6			5			15			7
Other expenses		5			4			9			4
Total expenses		596			880			663			397
Net fees waived and expenses reimbursed (Note 2)		(8	)		(2	)		(3	)		(11	)
Net expenses		588			878			660			386
Net investment income		5,313			1,382			4,363			878
Realized and unrealized gain (loss) from investments:
Net realized gain (loss) from:
Investments		1,492			2,076			1,662			468
Change in net unrealized appreciation or (depreciation) of:
Investments		4,787			586			(3,380	)		(536	)
Net gain (loss) from investments		6,279			2,662			(1,718	)		(68	)
Net increase in net assets resulting from operations	$	11,592		$	4,044		$	2,645		$	810

See accompanying notes

46

American Beacon Funds^SM

Statements of Changes in Net Assets (in thousands)

	High Yield Bond Fund						Retirement Income and Appreciation Fund
	Six Months Ended April 30, 2013			Year Ended October 31, 2012			Six Months Ended April 30, 2013			Year Ended October 31, 2012
	(unaudited)						(unaudited)
Increase (Decrease) in Net Assets:
Operations:
Net investment income	$	5,313		$	10,389		$	1,382		$	3,095
Net realized gain (loss) from investments		1,492			(160	)		2,076			1,443
Change in net unrealized appreciation or (depreciation) from investments		4,787			5,699			586			4,158
Net increase in net assets resulting from operations		11,592			15,928			4,044			8,696
Distributions to Shareholders:
Net investment income:
Institutional Class		(1,579	)		(3,258	)		—			—
Y Class		(30	)		(5	)		(27	)		(35	)
Investor Class		(264	)		(611	)		(2,010	)		(3,447	)
A Class		(29	)		(26	)		(33	)		(24	)
C Class		(64	)		(91	)		(14	)		(22	)
AMR Class		(3,332	)		(6,414	)		—			—
Net realized gain from investments:
Y Class		—			—			(14	)		(4	)
Investor Class		—			—			(969	)		(745	)
A Class		—			—			(8	)		(5	)
C Class		—			—			(12	)		(9	)
Net distributions to shareholders		(5,298	)		(10,405	)		(3,087	)		(4,291	)
Capital Share Transactions:
Proceeds from sales of shares		61,568			64,873			16,782			40,957
Reinvestment of dividends and distributions		5,093			9,772			3,067			4,260
Cost of shares redeemed		(20,141	)		(62,336	)		(36,739	)		(30,703	)
Redemption fees		9			48			—			—
Net increase (decrease) in net assets from capital share transactions		46,529			12,357			(16,890	)		14,514
Net increase (decrease) in net assets		52,823			17,881			(15,933	)		18,919
Net Assets:
Beginning of period		140,363			122,482			169,230			150,311
End of Period *	$	193,186		$	140,363		$	153,297		$	169,230
*  Includes undistributed net investment income (loss) of	$	150		$	141		$	446		$	(248	)

See accompanying notes

47

American Beacon Funds^SM

Statements of Changes in Net Assets (in thousands)

	Intermediate Bond Fund						Short-Term Bond Fund
	Six Months Ended April 30, 2013			Year Ended October 31, 2012			Six Months Ended April 30, 2013			Year Ended October 31, 2012
	(unaudited)						(unaudited)
Increase (Decrease) in Net Assets:
Operations:
Net investment income	$	4,363		$	9,894		$	878		$	2,585
Net realized gain from investments		1,662			7,693			468			281
Change in net unrealized appreciation or (depreciation) from investments		(3,380	)		8,819			(536	)		1,785
Net increase in net assets resulting from operations		2,645			26,406			810			4,651
Distributions to Shareholders:
Net investment income:
Institutional Class		(4,871	)		(10,971	)		(1,292	)		(2,943	)
Y Class		(36	)		(2	)		(8	)		(5	)
Investor Class		(56	)		(218	)		(74	)		(273	)
A Class		(6	)		(17	)		(11	)		(49	)
C Class		(6	)		(8	)		(1	)		(3	)
Net realized gain from investments:
Institutional Class		(4,740	)		(2,259	)		—			—
Y Class		(55	)		—			—			—
Investor Class		(75	)		(16	)		—			—
A Class		(7	)		(3	)		—			—
C Class		(14	)		(2	)		—			—
Net distributions to shareholders		(9,866	)		(13,496	)		(1,386	)		(3,273	)
Capital Share Transactions:
Proceeds from sales of shares		54,855			479,335			58,870			112,457
Reinvestment of dividends and distributions		9,747			13,407			1,365			3,213
Cost of shares redeemed		(74,576	)		(383,824	)		(144,920	)		(67,338	)
Net increase (decrease) in net assets from capital share transactions		(9,974	)		108,918			(84,685	)		48,332
Net increase (decrease) in net assets		(17,195	)		121,828			(85,261	)		49,711
Net Assets:
Beginning of period		401,721			279,893			235,348			185,637
End of Period *	$	384,526		$	401,721		$	150,087		$	235,348
*  Includes undistributed net investment income (loss) of	$	2,001		$	478		$	(355	)	$	(495	)

See accompanying notes

48

American Beacon Funds^SM

Notes to Financial Statements

April 30, 2013 (Unaudited)

1. Organization and Significant Accounting Policies

American Beacon Funds (the “Trust”) which is comprised of twenty-four Funds, is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, (the “Act”) as a diversified, open-end management investment company. These financial statements and notes to the financial statements relate to the American Beacon High Yield Bond Fund, the American Beacon Retirement Income and Appreciation Fund, the American Beacon Intermediate Bond Fund and the American Beacon Short-Term Bond Fund (each a “Fund” and collectively, the “Funds”), each a series of the Trust.

American Beacon Advisors, Inc. (the “Manager”), is a wholly-owned subsidiary of Lighthouse Holdings, Inc. and was organized in 1986 to provide business management, advisory, administrative and asset management consulting services to the Trust and other investors.

Class Disclosure

Each Fund has multiple classes of shares designed to meet the needs of different groups of investors; however, not all Funds offer all classes. The following table sets forth the differences amongst the classes:

Class:	Offered to:
Institutional Class	Investors making an initial investment of $250,000
Y Class	Investors making an initial investment of $100,000
Investor Class	General public and investors investing through an intermediary
A Class	General public and investors investing through an intermediary with applicable sales charges
C Class	General public and investors investing through an intermediary with applicable sales charges
AMR Class	Investors in the tax-exempt retirement and benefit plans of the Manager, AMR Corporation, and its affiliates

Each class offered by the Trust has equal rights as to assets and voting privileges. Income and non-class specific expenses are allocated daily to each class on the basis of the relative net assets. Realized and unrealized capital gains and losses of each class are allocated daily based on the relative net assets of each class of the respective Fund. Class specific expenses, where applicable, currently include administrative service fees, service fees, and distribution fees and vary amongst the classes as described more fully in Note 2.

New Accounting Pronouncement

In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-11 Disclosures About Offsetting Assets and Liabilities. The amendments in this ASU require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The ASU is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The guidance requires retrospective application for all comparative periods presented. Management is currently evaluating the impact ASU 2011-11 will have on the financial statement disclosures.

2. Transactions with Affiliates

Management Agreement

The Trust and the Manager are parties to a Management Agreement that obligates the Manager to provide or oversee the provision of all investment advisory, fund management, and securities lending services. Investment assets of the High Yield Bond, Retirement Income and Appreciation, and Intermediate Bond Funds are managed by one or more investment advisors which have entered into separate investment advisory agreements with the Manager. As compensation for performing the duties required under the Management Agreement, the Manager receives from the High Yield Bond and Retirement Income and Appreciation Funds an annualized fee equal to 0.05% of the average daily net assets plus amounts paid by the Manager to the

49

investment advisors hired by the Manager to direct investment activities of the Funds. The Manager receives an annualized fee of 0.20% of the average daily net assets of the Intermediate Bond Fund and pays a portion of its fee to an investment advisor hired by the Manager to direct investment activities of a portion of the Fund. The Manager is one of the investment advisors of the Retirement Income and Appreciation Fund and receives an annualized fee of 0.15% on the portion of assets managed by the Manager. The Manager serves as the sole investment advisor to the Short-Term Bond Fund. Management fees paid during the six months ended April 30, 2013 were as follows (dollars in thousands):

	Management Fee Rate			Management Fee		Amounts paid to Investment Advisors		Net Amounts Retained by Manager
High Yield Bond		0.43	%	$	340	$	301	$	39
Retirement Income and Appreciation		0.32	%		250		210		40
Intermediate Bond		0.20	%		395		162		233
Short-Term Bond		0.20	%		189		—		189

Administrative Services Agreement

The Manager and the Trust entered into an Administrative Services Agreement which obligates the Manager to provide or oversee administrative services to the Funds. As compensation for performing the duties required under the Administrative Services Agreement, the Manager receives an annualized fee of 0.30% of the average daily net assets of the Institutional, Y, and Investor Classes of each Fund, 0.40% of the average daily net assets of the A and C Classes of each Fund, and 0.05% of the average daily net assets of the AMR Class, except for the Institutional Class of the Intermediate and Short-Term Bond Funds from which the Manager receives a fee of 0.05% of average daily net assets.

Distribution Plans

The Funds, except for the A and C Classes of the Funds, have adopted a “defensive” Distribution Plan (the “Plan”) in accordance with Rule 12b-1 under the Act, pursuant to which no separate fees will be charged to the Funds for distribution purposes. However, the Plan authorizes the management and administrative service fees received by the Manager and the investment advisors hired by the Manager to be used for distribution purposes. Under this Plan, the Funds do not intend to compensate the Manager or any other party, either directly or indirectly, for the distribution of Fund shares.

Separate Distribution Plans (the “Distribution Plans”) have been adopted pursuant to Rule 12b-1 under the Act for the A and C Classes of the Funds. Under the Distribution Plans, as compensation for distribution assistance, the Manager receives an annual fee of 0.25% of the average daily net assets of each A Class and 1.00% of the average daily net assets of each C Class. The fee will be payable without regard to whether the amount of the fee is more or less than the actual expenses incurred in a particular month by the Manager for distribution assistance.

Service Plans

The Manager and the Trust entered into Service Plans that obligate the Manager to oversee additional shareholder servicing of the Y, Investor, A, and C Classes. As compensation for performing the duties required under the Service Plans, the Manager receives 0.10% of the average daily net assets of the Y Class, 0.15% of the average daily net assets of the A and C Classes, and up to 0.375% of the average daily net assets of the Investor Class of each Fund.

Interfund Lending Program

Pursuant to an exemptive order by the Securities and Exchange Commission (“SEC”), the Funds, along with other registered investment companies having management contracts with the Manager, may participate in an interfund lending program. This program provides an alternative credit facility allowing the Funds to

50

borrow from other participating Funds. For the six months ended April 30, 2013, the Retirement Income and Appreciation Fund borrowed on average $1,213,623 for 9 days at an average rate of 0.80% with interest charges of $238. For the six months ended April 30, 2013 the Short-Term Bond Fund participated as a lender and loaned on average $10,412,035 for 23 days at an average rate of 0.79% and earned $229. This amount is included in interest income on the Statements of Operations.

Expense Reimbursement Plan

The Manager voluntarily and contractually agreed to reimburse the following Funds to the extent that total operating expenses exceeded the Fund’s expense cap. For the period ended April 30, 2013, the Manager reimbursed expenses as follows:

		Expense Caps
Funds	Class	11/1/12 to 2/28/13	3/1/13 to 4/30/13	Reimbursed Expenses		Expiration of Reimbursements
High Yield Bond	Institutional*	0.93%	0.91%	$	3,174	2016
High Yield Bond	Y	0.98%	0.98%		72	2016
High Yield Bond	Investor	N/A	1.09%		439	2016
High Yield Bond	A	1.12%	1.12%		1,161	2016
High Yield Bond	C	1.87%	1.87%		2,862	2016
Retirement Income and Appreciation	Y	0.80%	0.80%		256	2016
Retirement Income and Appreciation	A	1.14%	1.14%		1,501	2016
Retirement Income and Appreciation	C	1.96%	1.96%		384	2016
Intermediate Bond	Y	0.65%	0.65%		262	2016
Intermediate Bond	Investor	0.79%	0.79%		1,543	2016
Intermediate Bond	A	0.99%	0.99%		343	2016
Intermediate Bond	C	1.74%	1.74%		516	2016
Short-Term Bond	Y	0.64%	0.64%		573	2016
Short-Term Bond	Investor	0.79%	0.79%		6,705	2016
Short-Term Bond	A	0.85%	0.85%		3,160	2016
Short Term Bond	C	1.60%	1.60%		566	2016

* Voluntary waiver.

Of these amounts, $1,482, $216, $391, and $1,974 was receivable from the Manager at April 30, 2013 for the High Yield Bond, Retirement Income and Appreciation, Intermediate Bond, and Short-Term Bond Funds, respectively. The Funds have adopted an Expense Reimbursement Plan whereby the Manager may seek repayment of fees waived or expenses reimbursed for a period of up to three years. However, reimbursement will occur only if the Class’ average net assets have grown or expenses have declined sufficiently to allow reimbursement without causing its expense ratio to exceed the previously agreed upon contractual expense limit. The reimbursed expenses listed above will expire in 2016. The carryover of excess expenses potentially reimbursable to the Manager are as follows:

Fund	Recovered Expenses	Excess Expense Carryover		Expiration of Reimbursed Expenses
High Yield Bond	$—	$	11	2013
High Yield Bond	—		5,574	2014
High Yield Bond	—		7,197	2015
Retirement Income and Appreciation	—		9,426	2014
Retirement Income and Appreciation	—		12,161	2015
Intermediate Bond	—		424	2013
Intermediate Bond	—		3,532	2014
Intermediate Bond	—		7,592	2015
Short-Term Bond	—		6,804	2013
Short-Term Bond	—		47,110	2014
Short-Term Bond	—		29,140	2015

Of the above carryover expenses, $1,896 and $58,059 expired in the six month ended April 30, 2013 for the Intermediate Bond and Short-Term Bond Funds, respectively. During the six months ended April 30, 2013, the Funds have not recorded a liability for potential reimbursement due to the current assessment that a reimbursement is unlikely.

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Sales Commissions

The Funds’ distributor, Foreside Fund Services, LLC (“Foreside”) may receive a portion of A Class sales charges from broker dealers and it may be used to offset distribution related expenses. During the six months ended April 30, 2013, Foreside collected $1,107, $77, and $181 for the High Yield Bond, Retirement Income and Appreciation, and Short-Term Bond Funds, respectively from the sale of Class A Shares.

A contingent deferred sales charge (“CDSC”) of 0.50% will be deducted with respect to Class A Shares on certain purchases of $250,000 or more that are redeemed in whole or part within 12 months of purchase, unless waived as discussed in the Prospectus. Any applicable CDSC will be 0.50% of the lesser of the original purchase price or the value of the redemption of the Class A Shares redeemed. During the six months ended April 30, 2013, the CDSC fees of $0 were collected for the Short-Term Bond.

A contingent deferred sales charge (“CDSC”) of 1.00% will be deducted with respect to Class C Shares redeemed within 12 months of purchase, unless waived as discussed in the Prospectus. Any applicable CDSC will be 1.00% of the lesser of the original purchase price or the value of the redemption of the Class C Shares redeemed. During the six months ended April 30, 2013, the following CDSC fees were collected, $55 and $89 for the High Yield Bond and Intermediate Bond Funds, respectively.

3. Security Valuation and Fair Value Measurements

Investments are valued at the close of the New York Stock Exchange (the “Exchange”), normally 4 p.m. ET, each day that the Exchange is open for business. Equity securities, including exchange-traded funds (“ETFs”) for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade.

Debt securities (other than short-term securities) normally are valued on the basis of prices provided by an independent pricing service and may take into account appropriate factors such as institution-size trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The prices of debt securities may be determined using quotes obtained from brokers.

Investments in open-end mutual funds are valued at the closing net asset value (“NAV”) per share of the mutual fund on the day of valuation. Investment grade short-term obligations with 60 days or less to maturity are valued using the amortized cost method, which approximates fair value.

Securities for which market prices are not readily available or are not reflective of the fair value of the security, as determined by the Manager, will be priced at fair value following procedures approved by the Trust’s Board of Trustees (the “Board”).

Other investments, including restricted securities, and those financial instruments for which the above valuation procedures are inappropriate or are deemed not to reflect fair value are stated at fair value as determined in good faith by the Valuation Committee, established by the Fund’s Board.

Valuation Inputs

Various inputs may be used to determine the fair value of the Funds’ investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

Level 1 — Quoted prices in active markets for identical securities.

52

Level 2 — Prices determined using other significant observable inputs. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, and others. Level 2 securities are fixed-income securities that are valued using observable inputs as stated above.

Level 3 — Prices determined using other significant unobservable inputs. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Level 1 and Level 2 trading assets and trading liabilities, at fair value

Fixed income securities including corporate, convertible and municipal bonds and notes, U.S. government agencies, U.S. treasury obligations, sovereign issues, bank loans, convertible preferred securities, and non-U.S. bonds are normally valued by pricing service providers that use broker dealer quotations, reported trades or valuation estimates from their internal pricing models. The service providers’ internal models use inputs that are observable such as issuer details, interest rates, yield curves, prepayment speeds, credit risks/spreads, default rates, and quoted prices for similar assets. Securities that use similar valuation techniques and inputs as described above are categorized as Level 2 of the fair value hierarchy.

Fixed income securities purchased on a delayed-delivery basis are marked to market daily until settlement at the forward settlement date are categorized as Level 2 of the fair value hierarchy.

Mortgage-related and asset-backed securities are usually issued as separate tranches, or classes, of securities within each deal. These securities are also normally valued by pricing service providers that use broker dealer quotations or valuation estimates from their internal pricing models. The pricing models for these securities usually consider tranche-level attributes, current market data, estimated cash flows, and market-based yield spreads for each tranche, and incorporates deal collateral performance, as available. Mortgage-related and asset-backed securities that use similar valuation techniques and inputs as described above are categorized as Level 2 of the fair value hierarchy.

Common stocks, exchange-traded funds and financial derivative instruments, such as futures contracts that are traded on a national securities exchange, are stated at the last reported sale or settlement price on the day of valuation. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized as Level 1 of the fair value hierarchy. Valuation adjustments may be applied to certain securities that are solely traded on a foreign exchange to account for the market movement between the close of the foreign market and the close of the Exchange. These securities are valued using pricing service providers that consider the correlation of the trading patterns of the foreign security to the intraday trading in the U.S. markets for investments. Securities using these valuation adjustments are categorized as Level 2 of the fair value hierarchy. Preferred securities and other equities traded on inactive markets or valued by reference to similar instruments are also categorized as Level 2 of the fair value hierarchy.

Investments in registered open-end investment management companies will be valued based upon the NAVs of such investments and are categorized as Level 1 of the fair value hierarchy. Short-term investments having a maturity of 60 days or less are generally valued at amortized cost which approximates fair value. These investments are categorized as Level 2 of the fair value hierarchy.

The Funds’ investments are summarized by level based on the inputs used to determine their values. U.S. Generally Accredited Accounting Principles (“U.S. GAAP”) also requires all transfers between any levels to be disclosed. The end of period timing recognition has been adopted for the transfers between levels of each Fund’s assets and liabilities. As of April 30, 2013, the investments were classified as described below (in thousands):

53

High Yield Bond	Level 1		Level 2		Level 3		Total
Common Stocks	$	581	$	17	$	—	$	598
Convertible Preferred Stocks		1,358		—		—		1,358
Preferred Stocks		1,534		—		—		1,534
Convertible Obligations		—		883		—		883
Corporate Obligations		—		174,720		—		174,720
Short-Term Investments — Money Market		11,334		—		—		11,334
Total Investments in Securities	$	14,807	$	175,620	$	—	$	190,427
Retirement Income and Appreciation	Level 1		Level 2		Level 3		Total
Common Stock	$	6,876	$	—	$	—	$	6,876
Preferred Stocks		4,850		871		—		5,721
Convertible Preferred Stocks		858		—		—		858
Convertible Obligations		—		24,682		—		24,682
Corporate Obligations		—		51,355		—		51,355
Foreign Government Obligations		—		571		—		571
Asset-Backed Obligations		—		3,571		—		3,571
Non-Agency Mortgage-Backed Obligations		—		4,233		—		4,233
U.S. Agency Mortgage-Backed Obligations		—		32,018		—		32,018
U.S. Treasury Obligations		—		19,468		—		19,468
Short-Term Investments — Money Market		3,096		—		—		3,096
Total Investments in Securities	$	15,680	$	136,769	$	—	$	152,449
Intermediate Bond	Level 1		Level 2		Level 3		Total
Corporate Obligations	$	—	$	183,333	$	—	$	183,333
Foreign Government Obligations		—		1,965		—		1,965
Asset-Backed Securities		—		10,222		—		10,222
Non-Agency Mortgage-Backed Obligations		—		8,510		—		8,510
U.S. Agency Mortgage-Backed Obligations		—		110,908		—		110,908
U.S. Treasury Obligations		—		64,665		—		64,664
Short-Term Investments — Money Market		6,634		—		—		6,634
Total Investments in Securities	$	6,634	$	379,603	$	—	$	386,237
Short-Term Bond	Level 1		Level 2		Level 3		Total
Corporate Obligations	$	—	$	73,278	$	—	$	73,278
Asset-Backed Obligations		—		25,823		—		25,823
Non-Agency Mortgage-Backed Obligations		—		2,634		—		2,634
U.S. Agency Mortgage-Backed Obligations		—		39,705		—		39,705
U.S. Treasury Obligations		—		6,135		—		6,135
Short-Term Investments — Money Markets		664		—		—		664
Total Investments in Securities	$	664	$	147,575	$	—	$	148,239

During the six months ended April 30, 2013, the High Yield Bond Fund held a security valued at $200,572 that was transferred from Level 2 to Level 1 of the valuation hierarchy.

Security Transactions and Investment Income

Security transactions are recorded on the trade date of the security purchase or sale. The Funds may purchase securities with delivery or payment to occur at a later date. At the time the Funds enter into a commitment to purchase a security, the transaction is recorded, and the value of the security is reflected in the NAV. The value of the security may vary with market fluctuations.

Dividend income, net of foreign taxes, is recorded on the ex-dividend date, except certain dividends from foreign securities which are recorded as soon as the information is available to the Funds. Interest income is earned from settlement date, recorded on the accrual basis, and adjusted, if necessary, for accretion of discounts and amortization of premiums. For financial and tax reporting purposes, realized gains and losses are determined on the basis of specific lot identification.

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Dividends to Shareholders

Dividends from net investment income of the Funds generally will be declared daily and paid monthly. Distributions, if any, of net realized capital gains are generally paid at least annually and recorded on the ex-dividend date.

Commission Recapture

The Funds have established brokerage commission recapture arrangements with certain brokers or dealers. If a Fund’s investment advisor chooses to execute a transaction through a participating broker, the broker rebates a portion of the commission back to the Fund. Any collateral benefit received through participation in the commission recapture program is directed exclusively to the Fund. These amounts are reported with the net realized gains in the Fund’s Statement of Operations.

Allocation of Income, Expenses, Gains, and Losses

Income, expenses (other than those attributable to a specific class), gains, and losses are allocated daily to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimated.

Redemption Fees

The High Yield Bond Fund imposes a 2% redemption fee on shares held for less than 90 days. The fee is deducted from the redemption proceeds and is intended to offset the trading costs, market impact, and other costs associated with short-term trading activity in the Fund. The “first-in, first-out” method is used to determine the holding period. The fee is allocated to all classes of the Fund pro-rata based on their respective net assets.

Other

Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liability arising out of the performance of their duties to the Trust. In the normal course of business, the Trust enters into contracts that provide indemnification to the other party or parties against potential costs or liabilities. The Trust’s maximum exposure under these arrangements is dependent on claims that may be made in the future and, therefore, cannot be estimated. The Trust has had no prior claims or losses pursuant to any such agreement.

4. Securities and Other Investments

Payment In-Kind Securities

Certain Funds may invest in payment in-kind securities. Payment in-kind securities give the issuer the option at each interest payment date of making interest payments in either cash or additional debt securities. Those additional debt securities usually have the same terms, including maturity dates and interest rates, and

55

associated risks as the original bonds. The daily market quotations of the original bonds may include the accrued interest (referred to as a dirty price) and require a pro-rata adjustment from the unrealized appreciation or depreciation on investment to interest receivable in the Statements of Assets and Liabilities.

Restricted Securities

Certain Funds may invest in securities that are subject to legal or contractual restrictions on resale. These securities may be sold privately, but are required to be registered or exempted from such registration before being sold to the public. Private placement securities are generally considered to be restricted except for those securities traded between qualified institutional investors under the provisions of Rule 144A of the Securities Act of 1933. Disposal of restricted securities may involve time-consuming negotiations and expenses, and prompt sale at an acceptable price may be difficult to achieve. Restricted securities outstanding at the period ended April 30, 2013 are disclosed in the Notes to the Schedules of Investments.

High-Yield Securities

Non-investment-grade securities are rated below the four highest credit grades by at least one of the public rating agencies (or are unrated if not publicly rated). Participation in high-yielding securities transactions generally involves greater returns in the form of higher average yields. However, participation in such transactions involves greater risks, including sensitivity to economic changes, solvency, and relative liquidity in the secondary trading market. Lower ratings may reflect a greater possibility that the financial condition of the issuer, or adverse changes in general economic conditions, or both, may impair the ability of the issuer to make payments of interest and principal. The prices and yields of lower-rated securities generally fluctuate more than higher-quality securities, and such prices may decline significantly in periods of general economic difficulty or rising interest rates.

Other Investment Company Securities and Other Exchange Traded Products

The Funds may invest in shares of other investment companies, including open-end funds, closed-end funds, business development companies, ETFs, exchange-traded notes (“ETNs”), unit investment trusts, and other investment companies of the Trust. The Funds may invest in investment company securities advised by the Manager or a sub-advisor. Investments in the securities of other investment companies may involve duplication of advisory fees and certain other expenses. By investing in another investment company, a Fund becomes a shareholder of that investment company. As a result, Fund shareholders indirectly will bear a Fund’s proportionate share of the fees and expenses paid by shareholders of the other investment company, in addition to the fees and expenses Fund shareholders directly bear in connection with the Fund’s own operations. These other fees and expenses are reflected as Acquired Fund Fees and Expenses and are included in the Fees and Expenses Table for the Fund in its Prospectus, if applicable. Investments in other investment companies may involve the payment of substantial premiums above the value of such issuer’s portfolio securities.

5. Federal Income and Excise Taxes

It is the policy of each Fund to qualify as a regulated investment company (“RIC”), by complying with all applicable provisions of Subchapter M of the Internal Revenue Code, as amended, and to make distribution of taxable income sufficient to relieve it from substantially all federal income and excise taxes. For federal income tax purposes, each Fund is treated as a single entity for the purpose of determining such qualification.

The Funds do not have any unrecognized tax benefits in the accompanying financial statements. Each of the tax years for the periods ended October 31, 2009, 2010, 2011, and 2012 remain subject to examination by the Internal Revenue Service. If applicable, the Funds recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in “Other expenses” on the Statements of Operations.

56

Dividends are categorized in accordance with income tax regulations which may treat certain transactions differently than U.S. GAAP. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying financial statements.

The tax character of distributions paid were as follows (in thousands):

	High Yield Bond				Retirement Income and Appreciation
	Six Months Ended April 30, 2013		Year Ended October 31, 2012		Six Months Ended April 30, 2013		Year Ended October 31, 2012
	(unaudited)				(unaudited)
Distributions paid from:
Ordinary income*
Institutional Class	$	1,579	$	3,258	$	—	$	—
Y Class		30		5		27		35
Investor Class		264		611		2,010		3,447
A Class		29		26		33		24
C Class		64		91		14		22
AMR Class		3,332		6,414		—		—
Long-term capital gain
Institutional Class		—		—		—		—
Y Class		—		—		14		4
Investor Class		—		—		969		745
A Class		—		—		8		5
C Class		—		—		12		9
AMR Class		—		—		—		—
Total distributions paid	$	5,298	$	10,405	$	3,087	$	4,291
	Intermediate Bond				Short-Term Bond
	Six Months Ended April 30, 2013		Year Ended October 31, 2012		Six Months Ended April 30, 2013		Year Ended October 31, 2012
	(unaudited)				(unaudited)
Distributions paid from:
Ordinary income*
Institutional Class	$	4,871	$	10,971	$	1,292	$	2,943
Y Class		36		2		8		5
Investor Class		56		218		74		273
A Class		6		17		11		49
C Class		6		8		1		3
Long-term capital gains
Institutional Class		4,740		2,259		—		—
Y Class		55		—		—		—
Investor Class		75		16		—		—
A Class		7		3		—		—
C Class		14		2		—		—
Total distributions paid	$	9,866	$	13,496	$	1,386	$	3,273

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

57

As of April 30, 2013, the components of distributable earnings or (deficits) on a tax basis were as follows (in thousands):

	High Yield Bond			Retirement Income and Appreciation			Intermediate Bond			Short-Term Bond
Cost basis of investments for federal income tax purposes	$	183,391		$	141,517		$	376,797		$	147,667
Unrealized appreciation		10,833			11,504			18,580			1,103
Unrealized depreciation		(3,797	)		(572	)		(140	)		(531	)
Net unrealized appreciation		7,036			10,932			18,440			572
Undistributed ordinary income		180			431			2,009			450
Accumulated long-term gain or (loss)		(857	)		1,720			1,053			(8,079	)
Other temporary differences		(30	)		(1	)		(7	)		(4	)
Distributable earnings or (deficits)	$	6,329		$	13,082		$	21,495		$	(7,061	)

Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. The temporary differences between financial reporting and tax-basis reporting of unrealized appreciation or (depreciation) are attributable primarily to the tax deferral of losses from wash sales, book amortization for premiums, and income adjustments associated with contingent payment debt instruments.

Due to inherent differences in the recognition of income, expenses, and realized gains or (losses) under U.S. GAAP and federal income tax regulations, permanent differences between book and tax reporting have been identified and appropriately reclassified on the Statements of Assets and Liabilities. Accordingly, the following amounts represent current year permanent differences derived from book amortization of premium, pay down reclasses, income adjustments associated with contingent payment debt instruments, and dividend reclasses that have been reclassified as of April 30, 2013 (in thousands):

	High Yield Bond		Retirement Income and Appreciation			Intermediate Bond			Short-Term Bond
Paid-in-capital	$	—	$	(147	)	$	—		$	—
Undistributed net investment income		—		504			2,135			663
Accumulated net realized gain or (loss)		—		(357	)		(2,135	)		(663	)
Unrealized appreciation or (depreciation) of investments		—		—			—			—

On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the “RIC MOD”) was enacted, which changed various technical rules governing the tax treatment of RICs. The changes are generally effective for taxable years beginning after the date of enactment. One of the more prominent changes addresses capital loss carryforwards. Under the RIC MOD, each Fund will be permitted to carry forward capital losses incurred in taxable years beginning after the date of enactment for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years, which carry an expiration date. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered all short-term as permitted under previous regulation.

Finally, the RIC MOD contains several provisions aimed at preserving the character of distributions made by a fiscal year RIC during the portion of its taxable year ending after October 31 or December 31, reducing the circumstances under which a RIC might be required to file amended Forms 1099 to restate previously reported distributions. Except for the simplification provisions related to RIC qualification, the RIC MOD is effective for taxable years beginning after December 22, 2010. The provisions related to RIC qualification are effective for taxable years for which the extended due date of the tax return is after December 22, 2010.

58

Losses incurred that will be carried forward under the provisions of the Act for the six months ended April 30, 2013 are as follows (in thousands):

	Loss Carryforward Character
Fund	Short-Term		Long Term		Total
Short-Term Bond		193		206		399

As of April 30, 2013 the capital loss carryforward positions prior to the provisions of RIC MOD that may be applied against any realized net taxable gains in each succeeding year or until their expiration dates, whichever occurs first, are as follows (in thousands):

Fund	2014		2015		2016		2017		Total
High Yield Bond	$	—	$	—	$	—	$	856	$	856
Short-Term Bond		2,015		467		5,198		—		7,680

For the period ended April 30, 2013, the High Yield Bond utilized $205 of Post-RIC MOD loss carryforward and $1,114 of Pre-RIC MOD loss carryforward. The Short-Term Bond utilized $11 of Post-RIC MOD loss carryforward (in thousands).

6. Investment Transactions

The aggregate cost of purchases and proceeds from sales and maturities of long-term investments during the year ended April 30, 2013 were as follows (in thousands):

	High Yield Bond		Retirement Income and Appreciation		Intermediate Bond		Short-Term Bond
Purchases (excluding U.S. government securities)	$	97,839	$	39,594	$	77,731	$	108,894
Sales and maturities (excluding U.S. government securities)		54,552		58,212		47,665		126,622
Purchases of U.S. government securities		—		12,651		34,848		86,251
Sales and maturities of U.S. government securities		—		16,256		27,181		87,975

7. Capital Share Transactions

The tables below summarize the activity in capital shares for each Class of the Funds (shares and dollars in thousands):

For the Six months Ended April 30, 2013

	Institutional Class						Y Class						Investor Class
High Yield Bond Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		1,501		$	13,871			81		$	750			95		$	884
Reinvestment of dividends		158			1,464			2			17			23			214
Shares redeemed		(426	)		(3,942	)*		(10	)		(94	)*		(202	)		(1,863	)*
Net increase (decrease) in shares outstanding		1,233		$	11,393			73		$	673			(84	)	$	(765	)
	AMR Class						A Class						C Class
High Yield Bond Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		4,858		$	45,159			52		$	478			46		$	426
Reinvestment of dividends		359			3,332			2			23			5			43
Shares redeemed		(1,441	)		(13,319	)*		(20	)		(188	)*		(78	)		(726	)*
Net increase (decrease) in shares outstanding		3,776		$	35,172			34		$	313			(27	)	$	(257	)

* Net of Redemption Fees

59

	Y Class						Investor Class						A Class
Retirement Income and Appreciation Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		32		$	357			877		$	9,721			590		$	6,551
Reinvestment of dividends		3			41			268			2,966			3			39
Shares redeemed		(137	)		(1,522	)		(2,561	)		(28,338	)		(609	)		(6,800	)
Net (decrease) in shares outstanding		(102	)	$	(1,124	)		(1,416	)	$	(15,651	)		(16	)	$	(210	)
	C Class
Retirement Income and Appreciation Fund	Shares			Amount
Shares sold		14		$	153
Reinvestment of dividends		2			21
Shares redeemed		(7	)		(79	)
Net increase in shares outstanding		9		$	95
	Institutional Class						Y Class						Investor Class
Intermediate Bond Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		4,385		$	48,877			438		$	4,923			89		$	985
Reinvestment of dividends		869			9,608			—			2			10			115
Shares redeemed		(5,608	)		(61,980	)		(285	)		(3,169	)		(803	)		(8,945	)
Net increase (decrease) in shares outstanding		(354	)	$	(3,495	)		153		$	1,756			(704	)	$	(7,845	)
	A Class						C Class
Intermediate Bond Fund	Shares			Amount			Shares			Amount
Shares sold		4		$	41			3		$	29
Reinvestment of dividends		1			7			1			15
Shares redeemed		(17	)		(183	)		(27	)		(299	)
Net (decrease) in shares outstanding		(12	)	$	(135	)		(23	)	$	(255	)
	Institutional Class						Y Class						Investor Class
Short-Term Bond Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		6,092		$	53,484			279		$	2,453			173		$	1,518
Reinvestment of dividends		147			1,290			—			5			7			67
Shares redeemed		(15,608	)		(136,929	)		(172	)		(1,513	)		(556	)		(4,883	)
Net increase (decrease) in shares outstanding		(9,369	)	$	(82,155	)		107		$	945			(376	)	$	(3,298	)
	A Class						C Class
Short-Term Bond Fund	Shares			Amount			Shares			Amount
Shares sold		131		$	1,151			30		$	264
Reinvestment of dividends		—			3			—			—
Shares redeemed		(166	)		(1,461	)		(15	)		(134	)
Net increase (decrease) in shares outstanding		(35	)	$	(307	)		15		$	130

For the Year Ended October 31, 2012

	Institutional Class						Y Class						Investor Class
High Yield Bond Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		1,461		$	12,932			50		$	459			572		$	5,062
Reinvestment of dividends		322			2,850			1			4			51			448
Shares redeemed		(1,898	)		(16,860	)*		(4	)		(37	)*		(512	)		(4,470	)*
Net increase (decrease) in shares outstanding		(115	)	$	(1,078	)		47		$	426			111		$	1,040

60

	AMR Class						A Class						C Class
High Yield Bond Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		4,952		$	43,915			63		$	562			222		$	1,945
Reinvestment of dividends		725			6,414			2			18			4			37
Shares redeemed		(4,666	)		(40,679	)*		(4	)		(37	)*		(24	)		(205	)*
Net increase in shares outstanding		1,011		$	9,650			61		$	543			202		$	1,777

^* Net of Redemption Fees

	Y Class						Investor Class						A Class
Retirement Income and Appreciation Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		204		$	2,217			3,449		$	37,658			60		$	648
Reinvestment of dividends		4			38			385			4,169			2			26
Shares redeemed		(52	)		(571	)		(2,740	)		(29,773	)		(21	)		(232	)
Net increase in shares outstanding		156		$	1,684			1,094		$	12,054			41		$	442
	C Class
Retirement Income and Appreciation Fund	Shares			Amount
Shares sold		40		$	434
Reinvestment of dividends		3			27
Shares redeemed		(12	)		(126	)
Net increase in shares outstanding		31		$	335
	Institutional Class						Y Class						Investor Class
Intermediate Bond Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		42,148		$	463,192			7		$	77			1,267		$	13,949
Reinvestment of dividends		1,196			13,226			—			2			15			165
Shares redeemed		(33,908	)		(375,696	)		(2	)		(27	)		(643	)		(7,161	)
Net increase in shares outstanding		9,436		$	100,722			5		$	52			639		$	6,953
	A Class						C Class
Intermediate Bond Fund	Shares			Amount			Shares			Amount
Shares sold		95		$	1,037			97		$	1,080
Reinvestment of dividends		1			8			1			6
Shares redeemed		(84	)		(917	)		(2	)		(23	)
Net increase in shares outstanding		12		$	128			96		$	1,063
	Institutional Class						Y Class						Investor Class
Short-Term Bond Fund	Shares			Amount			Shares			Amount			Shares			Amount
Shares sold		11,980		$	104,985			7		$	59			740		$	6,452
Reinvestment of dividends		336			2,936			1			5			29			250
Shares redeemed		(5,553	)		(48,539	)		(16	)		(137	)		(1,969	)		(17,178	)
Net increase (decrease) in shares outstanding		6,763		$	59,382			(8	)	$	(73	)		(1,200	)	$	(10,476	)
	A Class						C Class
Short-Term Bond Fund	Shares			Amount			Shares			Amount
Shares sold		102		$	890			8		$	72
Reinvestment of dividends		2			19			—			2
Shares redeemed		(161	)		(1,411	)		(8	)		(72	)
Net increase (decrease) in shares outstanding		(57	)	$	(502	)		—		$	2

61

(For a share outstanding throughout the period)

	Institutional Class																		Y Class
	Six Months Ended April 30,			Year Ended October 31,															Six Months Ended April 30,			Year Ended October 31,						March 1 to Oct. 31,
	2013			2012			2011A			2010			2009			2008B			2013			2012			2011A			2010
	(unaudited)																		(unaudited)
Net asset value, beginning of period	$	9.10		$	8.68		$	9.05		$	8.42		$	6.77		$	10.11		$	9.12		$	8.69		$	9.06		$	8.63
Income from investment operations:
Net investment income		0.30			0.67			0.71			0.75			0.79			0.78			0.30			0.64			0.68			0.50
Net gains (losses) from investments (both realized and unrealized)		0.35			0.42			(0.37	)		0.63			1.66			(3.34	)		0.35			0.43			(0.37	)		0.43
Total income (loss) from investment operations		0.65			1.09			0.34			1.38			2.45			(2.56	)		0.65			1.07			0.31			0.93
Less distributions:
Dividends from net investment income.		(0.30	)		(0.67	)		(0.71	)		(0.75	)		(0.80	)		(0.78	)		(0.30	)		(0.64	)		(0.68	)		(0.50	)
Distributions from net realized gains on securities		—			—			—			—			—			—			—			—			—			—
Total distributions		(0.30	)		(0.67	)		(0.71	)		(0.75	)		(0.80	)		(0.78	)		(0.30	)		(0.64	)		(0.68	)		(0.50	)
Redemption fees added to beneficial interests		0.00	C		0.00	C		0.00	C		0.00	C		—			—			0.00	C		0.00	C		0.00	C		0.00	C
Net asset value, end of period	$	9.45		$	9.10		$	8.68		$	9.05		$	8.42		$	6.77		$	9.47		$	9.12		$	8.69		$	9.06
Total return D,E		7.28	%F		13.12	%		3.79	%		17.17	%		39.06	%		(27.03	)%		7.24	%F		12.74	%		3.36	%		11.17	%F
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	55,326		$	42,026		$	41,093		$	41,459		$	47,254		$	62,138		$	1,146		$	437		$	11		$	1
Ratios to average net assets:
Expenses, before reimbursements		0.91	%G		0.93	%		0.88	%		0.79	%		0.79	%		0.85	%		0.99	%G		1.13	%		27.02	%		0.82	%G
Expenses, net of reimbursements		0.90	%G		0.93	%		0.88	%		0.79	%		0.79	%		0.85	%		0.97	%G		1.01	%		1.61	%		0.82	%G
Net investment income (loss), beforere imbursments		6.56	%G		7.61	%		7.90	%		8.69	%		11.46	%		8.38	%		6.45	%G		7.08	%		(18.29	)%		8.53	%G
Net investment income, net of reimbursements		6.57	%G		7.62	%		7.90	%		8.69	%		11.46	%		8.38	%		6.46	%G		7.20	%		7.11	%		8.53	%G
Portfolio turnover rate		36	%F		100	%		149	%		176	%		212	%		157	%		36	%F		100	%		149	%		176	%H

^A PENN Capital Management Company, Inc. was added as an investment manager to the High Yield Bond Fund on September 15, 2011.

^B  On May 21, 2008, Post Advisory Group, LLC ceased managing a portion of the High Yield Bond Fund and on May 22, 2008 Logan Circle Partners, L.P. began managing a portion of the High Yield Bond Fund.

^C  Amounts represent less than $0.01 per share.

^D Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable.

^E May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net assets for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^F _Not annualized.

^G Annualized.

^H Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

62

American Beacon High Yield Bond Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

Investor Class																		A Class												C Class
Six Months Ended April 30,			Year Ended October 31,															Six Months Ended April 30,			Year Ended October 31,						May 17 to Oct. 31,			Six Months Ended April 30,			Year Ended October 31,						Sept. 1 to Oct. 31,
2013			2012			2011A			2010			2009			2008B			2013			2012			2011A			2010			2013			2012			2011A			2010
(unaudited)																		(unaudited)												(unaudited)
$	9.10		$	8.68		$	9.06		$	8.42		$	6.77		$	10.11		$	9.11		$	8.69		$	9.08		$	8.67		$	9.09		$	8.67		$	9.05		$	8.68
	0.29			0.65			0.69			0.73			0.78			0.75			0.29			0.66			0.69			0.32			0.26			0.59			0.63			0.09
	0.36			0.42			(0.38	)		0.64			1.65			(3.34	)		0.36			0.42			(0.39	)		0.41			0.36			0.42			(0.39	)		0.37
	0.65			1.07			0.31			1.37			2.43			(2.59	)		0.65			1.08			0.30			0.73			0.62			1.01			0.24			0.46
	(0.29	)		(0.65	)		(0.69	)		(0.73	)		(0.78	)		(0.75	)		(0.29	)		(0.66	)		(0.69	)		(0.32	)		(0.26	)		(0.59	)		(0.62	)		(0.09	)
	—			—			—			—			—			—			—			—			—			—			—			—			—			—
	(0.29	)		(0.65	)		(0.69	)		(0.73	)		(0.78	)		(0.75	)		(0.29	)		(0.66	)		(0.69	)		(0.32	)		(0.26	)		(0.59	)		(0.62	)		(0.09	)
	0.00	C		0.00	C		0.00	C		0.00	C		—			—			0.00	C		0.00	C		0.00	C		0.00	C		0.00	C		0.00	C		0.00	C		0.00	C
$	9.46		$	9.10		$	8.68		$	9.06		$	8.42		$	6.77		$	9.47		$	9.11		$	8.69		$	9.08		$	9.45		$	9.09		$	8.67		$	9.05
	7.27	%F		12.86	%		3.41	%		17.00	%		38.70	%		(27.24	)%		7.28	%F		12.88	%		3.31	%		8.66	%F		6.89	%F		12.06	%		2.67	%		5.31	%F
$	8,484		$	8,930		$	7,560		$	54,142		$	90,736		$	13,949		$	1,026		$	678		$	117		$	40		$	2,092		$	2,262		$	403		$	37
	1.13	%G		1.16	%		1.09	%		1.04	%		1.01	%		1.10	%		1.37	%G		1.46	%		3.93	%		1.30	%G		2.12	%G		2.16	%		3.15	%		2.29	%G
	1.12	%G		1.16	%		1.09	%		1.04	%		1.01	%		1.10	%		1.12	%G		1.11	%		1.11	%		1.12	%G		1.87	%G		1.86	%		1.85	%		1.87	%G
	6.37	%G		7.37	%		7.75	%		8.48	%		9.36	%		8.06	%		6.07	%G		6.97	%		4.74	%		6.93	%G		5.39	%G		6.29	%		5.53	%		4.97	%G
	6.38	%G		7.37	%		7.75	%		8.48	%		9.36	%		8.06	%		6.32	%G		7.32	%		7.56	%		7.11	%G		5.64	%G		6.60	%		6.82	%		5.40	%G
	36	%F		100	%		149	%		176	%		212	%		157	%		36	%F		100	%		149	%		176	%H		36	%F		100	%		149	%		176	%H

63

American Beacon High Yield Bond Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	AMR Class
	Six Months Ended April 30,			Year Ended October 31,
	2013			2012			2011A			2010			2009			2008B
	(unaudited)
Net asset value, beginning of period	$	9.10		$	8.68		$	9.06		$	8.42		$	6.77		$	10.11
Income from investment operations:
Net investment income		0.32			0.70			0.74			0.78			0.81			0.80
Net gains (losses) from investments (both realized and unrealized)		0.36			0.42			(0.38	)		0.63			1.65			(3.34	)
Total income (loss) from investment operations		0.68			1.12			0.36			1.41			2.46			(2.54	)
Less distributions:
Dividends from net investment income		(0.32	)		(0.70	)		(0.74	)		(0.77	)		(0.81	)		(0.80	)
Distributions from net realized gains on securities		—			—			—			—			—			—
Total distributions		(0.32	)		(0.70	)		(0.74	)		(0.77	)		(0.81	)		(0.80	)
Redemption fees added to beneficial interests		0.00	C		0.00	C		0.00	C		0.00	C		—			—
Net asset value, end of period	$	9.46		$	9.10		$	8.68		$	9.06		$	8.42		$	6.77
Total return D,E		7.54	%F		13.46	%		3.96	%		17.59	%		39.41	%		(26.84	)%
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	125,111		$	86,030		$	73,298		$	89,992		$	92,659		$	44,060
Ratios to average net assets:
Expenses, before reimbursements		0.61	%G		0.62	%		0.60	%		0.54	%		0.53	%		0.58	%
Expenses, net of reimbursements		0.61	%G		0.62	%		0.60	%		0.54	%		0.53	%		0.58	%
Net investment income (loss), before reimbursements		6.87	%G		7.91	%		8.18	%		8.91	%		10.34	%		8.64	%
Net investment income, net of reimbursements		6.87	%G		7.91	%		8.18	%		8.91	%		10.34	%		8.64	%
Portfolio turnover rate		36	%F		100	%		149	%		176	%		212	%		157	%

^A PENN Capital Management Company, Inc. was added as an investment manager to the High Yield Bond Fund on September 15, 2011.

^B On May 21, 2008, Post Advisory Group, LLC ceased managing a portion of the High Yield Bond Fund and on May 22, 2008 Logan Circle Partners, L.P. began managing a portion of the High Yield Bond Fund.

^C  Amounts represent less than $0.01 per share.

^D  Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable.

^E May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net assets for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^F _Not annualized.

^G  Annualized.

^H  Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

64

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65

American Beacon Retirement Income and Appreciation Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Y Class
	Six Months Ended April 30,			Year Ended October 31,						March  1 to Oct. 31, 2010
	2013			2012			2011
	(unaudited)
Net asset value, beginning of period	$	11.14		$	10.83		$	10.80		$	10.31
Income from investment operations:
Net investment income		0.10			0.28			0.26			0.20
Net gains (losses) from investments (both realized and unrealized)		0.23			0.37			0.05			0.49
Total income (loss) from investment operations		0.33			0.65			0.31			0.69
Less distributions:
Dividends from net investment income		(0.19	)		(0.28	)		(0.28	)		(0.20	)
Distributions from net realized gains on securities		(0.07	)		(0.06	)		—			—
Return of capital		—			—			—			—
Total distributions		(0.26	)		(0.34	)		(0.28	)		(0.20	)
Net asset value, end of period	$	11.21		$	11.14		$	10.83		$	10.80
Total return C,D		3.02	%E		6.10	%		2.96	%		6.78	%E
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	1,164		$	2,287		$	539		$	367
Ratios to average net assets:
Expenses, before reimbursements		0.83	%F		0.87	%		1.80	%		0.80	%F
Expenses, net of reimbursements		0.80	%F		0.81	%		0.84	%		0.80	%F
Net investment income, before reimbursements		2.05	%F		2.20	%		1.45	%		2.74	%F
Net investment income, net of reimbursements		2.08	%F		2.26	%		2.41	%		2.74	%F
Portfolio turnover rate		25	%E		42	%		54	%		51	%A

^A  Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

^B  The tax return of capital is calculated based upon outstanding shares at the time of this distribution. Amounts are less than $0.01 per share.

^C  Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable.

^D  May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^E  Not annualized.

^F  Annualized.

66

American Beacon Retirement Income and Appreciation Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

Investor Class																		A Class												C Class
Six Months Ended April 30,			Year Ended October 31,															Six Months Ended April 30,			Year Ended October 31,						May 17 to Oct.  31,			Six Months Ended April 30,			Year Ended October 31,						Sept.1 to Oct. 31,
2013			2012			2011			2010			2009			2008			2013			2012			2011			2010			2013			2012			2011			2010
(unaudited)																		(unaudited)												(unaudited)
$	11.14		$	10.84		$	10.81		$	10.25		$	8.80		$	10.50		$	11.17		$	10.85		$	10.81		$	10.37		$	11.17		$	10.85		$	10.82		$	10.61
	0.11			0.24			0.27			0.36			0.32			0.41			0.11			0.22			0.23			0.13			0.08			0.13			0.15			0.03
	0.22			0.37			0.02			0.51			1.53			(1.39	)		0.22			0.39			0.05			0.44			0.19			0.39			0.04			0.20
	0.33			0.61			0.29			0.87			1.85			(0.98	)		0.33			0.61			0.28			0.57			0.27			0.52			0.19			0.23
	(0.19	)		(0.25	)		(0.26	)		(0.31	)		(0.40	)		(0.49	)		(0.18	)		(0.23	)		(0.24	)		(0.13	)		(0.10	)		(0.14	)		(0.16	)		(0.02	)
	(0.07	)		(0.06	)		—			—			—			(0.23	)		(0.07	)		(0.06	)		—			—			(0.07	)		(0.06	)		—			—
	—			—			—			—			—	B		—			—			—			—			—			—			—			—			—
	(0.26	)		(0.31	)		(0.26	)		(0.31	)		(0.40	)		(0.72	)		(0.25	)		(0.29	)		(0.24	)		(0.13	)		(0.17	)		(0.20	)		(0.16	)		(0.02	)
$	11.21		$	11.14		$	10.84		$	10.81		$	10.25		$	8.80		$	11.25		$	11.17		$	10.85		$	10.81		$	11.27		$	11.17		$	10.85		$	10.82
	2.95	%E		5.75	%		2.71	%		8.60	%		21.50	%		(10.02	)%		2.99	%E		5.78	%		2.61	%		5.52	%E		2.44	%E		4.87	%		1.75	%		2.19	%E
$	148,953		$	163,713		$	147,415		$	126,022		$	93,727		$	100,469		$	1,088		$	1,253		$	770		$	166		$	2,092		$	1,977		$	1,587		$	1,035
	1.10	%F		1.12	%		1.10	%		1.08	%		1.01	%		0.92	%		1.22	%F		1.28	%		2.00	%		1.20	%F		2.00	%F		2.04	%		1.99	%		2.33	%F
	1.10	%F		1.12	%		1.10	%		1.08	%		1.01	%		0.92	%		1.13	%F		1.14	%		1.15	%		1.14	%F		1.96	%F		1.97	%		1.94	%		1.96	%F
	1.76	%F		1.98	%		2.15	%		2.79	%		3.86	%		3.64	%		1.52	%F		1.82	%		1.21	%		2.03	%F		0.86	%F		1.06	%		1.25	%		1.40	%F
	1.76	%F		1.98	%		2.15	%		2.79	%		3.86	%		3.64	%		1.61	%F		1.95	%		2.06	%		2.10	%F		0.90	%F		1.13	%		1.30	%		1.77	%F
	25	%E		42	%		54	%		51	%		53	%		76	%		25	%E		42	%		54	%		51	%A		25	%E		42	%		54	%		51	%A

67

American Beacon Intermediate Bond Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Institutional Class																		Y Class
	Six Months Ended April 30,			Year Ended October 31,															Six Months Ended April 30,			Year Ended October 31,						March 1 to Oct. 31,
	2013			2012			2011			2010			2009			2008			2013			2012			2011			2010
	(unaudited)																		(unaudited)
Net asset value, beginning of period	$	11 .26		$	10 .99		$	11 .10		$	10 .69		$	9 .61		$	10 .10		$	11.31		$	11.03		$	11.10		$	10.69
Income from investment operations:
Net investment income (loss)		0 .12			0 .27			0 .33			0 .39			0 .46			0 .50			0 .14			0 .26			0 .27			0.23
Net gains (losses) from investments (both realized and unrealized)		(0 .04	)		0 .34			0 .10			0 .40			1 .07			(0 .51	)		(0 .09	)		0 .32			0 .17			0.41
Total income (loss) from investment operations		0 .08			0 .61			0 .43			0 .79			1 .53			(0 .01	)		0 .05			0 .58			0 .44			0.64
Less distributions:
Dividends from net investment income		(0 .14	)		(0 .29	)		(0 .35	)		(0 .38	)		(0 .45	)		(0 .48	)		(0 .12	)		(0 .25	)		(0 .32	)		(0.23	)
Distributions from net realized gains on securities		(0 .13	)		(0 .05	)		(0 .19	)		—			—			—			(0 .13	)		(0 .05	)		(0 .19	)		—
Total distributions		(0 .27	)		(0 .34	)		(0 .54	)		(0 .38	)		(0 .45	)		(0 .48	)		(0 .25	)		(0 .30	)		(0 .51	)		(0.23	)
Net asset value, end of period	$	11 .07		$	11 .26		$	10 .99		$	11 .10		$	10 .69		$	9 .61		$	11.11		$	11.31		$	11.03		$	11.10
Total return A,B		0 .74	%C		5 .59	%		4 .11	%		7 .56	%		16 .17	%		(0 .26	)%		0.49	%C		5.34	%		4.19	%		6.03	%c
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	377,999		$	388,491		$	275,234		$	290,734		$	210,983		$	147,634		$	1,806		$	113		$	60		$	382
Ratios to average net assets:
Expenses, before reimbursements		0 .32	%D		0 .33	%		0 .35	%		0 .33	%		0 .32	%		0 .30	%		0.66	%D		0.99	%		0.73	%		0.67	%D
Expenses, net of reimbursements		0 .32	%D		0 .33	%		0 .35	%		0 .33	%		0 .32	%		0 .30	%		0.65	%D		0.64	%		0.65	%		0.64	%D
Net investment income, before reimbursements		2 .23	%D		2 .25	%		3 .12	%		3 .39	%		4 .31	%		4 .70	%		1.88	%D		1.65	%		2.74	%		2.58	%D
Net investment income, net of reimbursements		2 .23	%D		2 .25	%		3 .12	%		3 .39	%		4 .32	%		4 .70	%		1.89	%D		2.00	%		2.82	%		2.60	%D
Portfolio turnover rate		12	%C		144	%		75	%		96	%		157	%		105	%		12	%C		144	%		75	%		96	%E

^A  Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable.

^B  May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net assets for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^C  Not annualized.

^D  Annualized.

^E Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

^F  Portfolio turnover rate is for the period from November 1, 2008 through October 31, 2009.

68

American Beacon Intermediate Bond Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

Investor Class															A Class												C Class
Six Months Ended April 30,			Year Ended October 31,									March 2 to Oct. 31,			Six Months Ended April 30,			Year Ended October 31,						May 17 to Oct. 31,			Six Months Ended April 30,			Year Ended October 31,						Sept. 1 to Oct. 31,
2013			2012			2011			2010			2009			2013			2012			2011			2010			2013			2012			2011			2010
(unaudited)															(unaudited)												(unaudited)
$	11.25		$	10.97		$	11.08		$	10.68		$	10.14		$	11.24		$	10.96		$	11.07		$	10.74		$	11.25		$	10.97		$	11.08		$	11.05
	(0.02	)		0.22			0.29			0.33			0.27			0.07			0.18			0.28			0.13			0.04			0.13			0.19			0.03
	0.06			0.35			0.10			0.41			0.54			(0.03	)		0.36			0.09			0.33			(0.05	)		0.33			0.10			0.03
	0.04			0.57			0.39			0.74			0.81			0.04			0.54			0.37			0.46			(0.01	)		0.46			0.29			0.06
	(0.11	)		(0.24	)		(0.31	)		(0.34	)		(0.27	)		(0.10	)		(0.21	)		(0.29	)		(0.13	)		(0.06	)		(0.13	)		(0.21	)		(0.03	)
	(0.13	)		(0.05	)		(0.19	)		—			—			(0.13	)		(0.05	)		(0.19	)		—			(0.13	)		(0.05	)		(0.19	)		—
	(0.24	)		(0.29	)		(0.50	)		(0.34	)		(0.27	)		(0.23	)		(0.26	)		(0.48	)		(0.13	)		(0.19	)		(0.18	)		(0.40	)		(0.03	)
$	11.05		$	11.25		$	10.97		$	11.08		$	10.68		$	11.05		$	11.24		$	10.96		$	11.07		$	11.05		$	11.25		$	10.97		$	11.08
	0.41	%C		5.20	%		3.65	%		7.01	%		8.05	%C		0.41	%C		4.99	%		3.45	%		4.31	%C		(0.05	)%C		4.21	%		2.70	%		0.56	%C
$	3,036		$	11,011		$	3,729		$	3,829		$	2,213		$	588		$	734		$	584		$	46		$	1,097		$	1,372		$	286		$	325
	0.85	%D		0.84	%		0.86	%		0.83	%		1.22	%D		1.10	%D		1.12	%		1.13	%		1.05	%D		1.83	%D		1.87	%		1.86	%		2.09	%D
	0.79	%D		0.79	%		0.79	%		0.76	%		0.81	%D		0.99	%D		0.99	%		0.99	%		0.95	%D		1.74	%D		1.73	%		1.72	%		1.74	%D
	1.69	%D		1.80	%		2.59	%		2.88	%		3.33	%D		1.44	%D		1.48	%		2.31	%		2.15	%D		0.72	%D		0.75	%		1.61	%		0.88	%D
	1.75	%D		1.86	%		2.66	%		2.95	%		3.74	%D		1.56	%D		1.61	%		2.46	%		2.25	%D		0.81	%D		0.89	%		1.75	%		1.23	%D
	12	%C		144	%		75	%		96	%		157	%F		12	%C		144	%		75	%		96	%E		12	%C		144	%		75	%		96	%E

69

American Beacon Short-Term Bond Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

	Institutional Class																		Y Class
	Six Months Ended April 30,			Year Ended October 31,															Six Months Ended April 30,			Year Ended October 31,						March 1 to Oct. 31,
	2013			2012			2011			2010			2009			2008			2013			2012			2011			2010
	(unaudited)																		(unaudited)
Net asset value, beginning of period	$	8.78		$	8.71		$	8.89		$	8.83		$	8.58		$	8.79		$	8.77		$	8.73		$	8.90		$	8.84
Income from investment operations:
Net investment income (loss)		(0.20	)		0.28			0.26			0.23			0.22	A		0.35	A		0.11			0.10			0.15			0.15
Net gains (losses) from investments (both realized and unrealized)		0.24			(0.05	)		(0.25	)		0.10			0.33			(0.15	)		(0.06	)		0.11			(0.15	)		0.08
Total income (loss) from investment operations		0.04			0.23			0.01			0.33			0.55			0.20			0.05			0.21			0.00			0.23
Less distributions:
Dividends from net investment income		(0.06	)		(0.16	)		(0.19	)		(0.27	)		(0.30	)		(0.41	)		(0.05	)		(0.17	)		(0.17	)		(0.17	)
Distributions from net realized gains on securities		—			—			—			—			—			—			—			—			—			—
Total distributions		(0.06	)		(0.16	)		(0.19	)		(0.27	)		(0.30	)		(0.41	)		(0.05	)		(0.17	)		(0.17	)		(0.17	)
Net asset value, end of period	$	8.76		$	8.78		$	8.71		$	8.89		$	8.83		$	8.58		$	8.77		$	8.77		$	8.73		$	8.90
Total return B,C		0.49	%D		2.72	%		0.17	%		3.78	%		6.56	%		2.21	%		0.26	%D		2.77	%		0.04	%		2.55	%D
Ratios and supplemental data:
Net assets, end of period (in thousands)	$	134,871		$	217,545		$	156,937		$	131,314		$	124,791		$	255,725		$	1,212		$	272		$	344		$	51
Ratios to average net assets:
Expenses, before reimbursements		0.37	%E		0.37	%		0.37	%		0.35	%		0.33	%		0.31	%		0.72	%E		0.72	%		1.43	%		0.65	%E
Expenses, net of reimbursements		0.37	%E		0.37	%		0.37	%		0.35	%		0.33	%		0.31	%		0.64	%E		0.64	%		0.60	%		0.64	%E
Net investment income (loss), before reimbursements		0.97	%E		1.50	%		1.73	%		2.27	%		2.61	%		3.75	%		0.67	%E		1.16	%		0.57	%		1.45	%E
Net investment income (loss), net of reimbursements		0.97	%E		1.50	%		1.73	%		2.27	%		2.62	%		3.75	%		0.76	%E		1.24	%		1.40	%		1.47	%E
Portfolio turnover rate		61	%D		18	%		65	%		60	%		140	%		21	%		61	%D		18	%		65	%		60	%F

^A  For purposes of this calculation, the change in undistributed net investment income per share was derived by dividing the change in undistributed net investment income by average shares outstanding for the period.

^B  Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable.

^C  May include adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net assets for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

^D  Not annualized.

^E  Annualized.

^F  Portfolio turnover rate is for the period from November 1, 2009 through October 31, 2010.

70

American Beacon Short-Term Bond Fund^SM

Financial Highlights

(For a share outstanding throughout the period)

Investor Class																		A Class															C Class
Six Months Ended April 30,			Year Ended October 31,															Six Months Ended April 30,			Year Ended October 31,						May 17 to Oct. 31,			Six Months Ended April 30,			Year Ended October 31,						Sept. 1 to Oct. 31,
2013			2012			2011			2010			2009			2008			2013			2012			2011			2010			2013			2012			2011			2010
(unaudited)																		(unaudited)												(unaudited)
$	8.79		$	8.72		$	8.89		$	8.84		$	8.59		$	8.81		$	8.78		$	8.71		$	8.89		$	8.84		$	8.79		$	8.72		$	8.90		$	8.88
	(0.18	)		(0.19	)		0.14			0.08			0.20	A		0.29	A		0.02			0.08			0.15			0.09			0.01			0.02			0.12			(0.04	)
	0.21			0.39			(0.15	)		0.21			0.34			(0.15	)		(0.01	)		0.11			(0.18	)		0.07			(0.03	)		0.11			(0.21	)		0.08
	0.03			0.20			(0.01	)		0.29			0.54			0.14			0.01			0.19			(0.03	)		0.16			(0.02	)		0.13			(0.09	)		0.04
	(0.06	)		(0.13	)		(0.16	)		(0.24	)		(0.29	)		(0.36	)		(0.04	)		(0.12	)		(0.15	)		(0.11	)		(0.01	)		(0.06	)		(0.09	)		(0.02	)
	—			—			—			—			—			—			—			—			—			—			—			—			—			—
	(0.06	)		(0.13	)		(0.16	)		(0.24	)		(0.29	)		(0.36	)		(0.04	)		(0.12	)		(0.15	)		(0.11	)		(0.01	)		(0.06	)		(0.09	)		(0.02	)
$	8.76		$	8.79		$	8.72		$	8.89		$	8.84		$	8.59		$	8.75		$	8.78		$	8.71		$	8.89		$	8.76		$	8.79		$	8.72		$	8.90
	0.34	%D		2.28	%		(0.12	)%		3.33	%		6.34	%		1.54	%		0.15	%D		2.22	%		(0.33	)%		1.78	%D		(0.22	)%D		1.46	%		(1.00	)%		0.48	%D
$	10,861		$	14,203		$	24,557		$	23,175		$	30,402		$	7,733		$	2,637		$	2,951		$	3,428		$	44		$	505		$	377		$	371		$	1
	0.90	%E		0.89	%		0.90	%		0.86	%		0.85	%		0.88	%		1.13	%E		1.12	%		1.38	%		1.02	%E		1.88	%E		1.90	%		2.47	%		2.28	%E
	0.79	%E		0.79	%		0.78	%		0.67	%		0.54	%		0.85	%		0.85	%E		0.85	%		0.84	%		0.81	%E		1.59	%E		1.59	%		1.55	%		1.60	%E
	0.45	%E		0.99	%		1.18	%		1.75	%		1.89	%		3.16	%		0.23	%E		0.75	%		0.49	%		0.49	%E		(0.53	)%E		(0.03	)%		(0.43	)%		(3.57	)%E
	0.56	%E		1.09	%		1.30	%		1.94	%		2.20	%		3.19	%		0.51	%E		1.03	%		1.03	%		0.69	%E		(0.24	)%E		0.28	%		0.49	%		(2.88	)%E
	61	%D		18	%		65	%		60	%		140	%		21	%		61	%D		18	%		65	%		60	%F		61	%D		18	%		65	%		60	%F

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Delivery of Documents

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shareholder reports and summary prospectus on-line. Sign up at

www.americanbeaconfunds.com

If you invest in the Fund through a financial institution, you may be able to receive the Fund’s regulatory mailings, such as the Prospectus, Annual Report and Semi-Annual Report, by e-mail. If you are interested in this option, please go to www.icsdelivery.com and search for your financial institution’s name or contact your financial institution directly.

To obtain more information about the Fund:

By E-mail: american_beacon.funds@ambeacon.com	On the Internet: Visit our website at www.americanbeaconfunds.com
By Telephone: Institutional, Y and Investor Classes Call (800) 658-5811 AMR ClassSM Call (800) 345-2345	By Mail: American Beacon Funds P.O. Box 219643 Kansas City, MO 64121-9643
Availability of Quarterly Portfolio Schedules In addition to the Schedule of Investments provided in each semi-annual and annual report, the Fund files a complete schedule of its portfolio holdings with the Securities and Exchange Commission (“SEC”) on Form N-Q as of the first and third fiscal quarters. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov. The Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Section, 100 F Street, NE, Washington, D.C. 20549-1520. Information regarding the operation of the SEC’s Public Reference Room may be obtained by calling (202) 551-8090. A complete schedule of the Fund’s portfolio holdings is also available on www.americanbeaconfunds.com approximately twenty days after the end of each month.	Availability of Proxy Voting Policy and Records A description of the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available in the Fund’s Statement of Additional Information, is available free of charge on www.americanbeaconfunds.com and by calling 1-800-967-9009 or by accessing the SEC’s website at www.sec.gov. The Fund’s proxy voting record for the most recent year ended June 30 is filed annually with the SEC on Form N-PX. The Fund’s Forms N-PX are available on the SEC’s website at www.sec.gov. The Fund’s proxy voting record may also be obtained by calling 1-800-967-9009.

Fund Service Providers:

CUSTODIAN State Street Bank and Trust Boston, Massachusetts TRANSFER AGENT Boston Financial Data Services Kansas City, Missouri INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Ernst & Young LLP Dallas, Texas DISTRIBUTOR Foreside Fund Services Portland, Maine

This report is prepared for shareholders of the American Beacon Funds and may be distributed to others only if preceded or accompanied by a current Prospectus or Summary Prospectus.

American Beacon Funds, American Beacon High Yield Bond Fund, American Beacon Retirement Income and Appreciation Fund, American Beacon Intermediate Bond Fund and American Beacon Short-Term Bond Fund are service marks of American Beacon Advisors, Inc.

SAR 04/13

ITEM 2. CODE OF ETHICS.

The Trust did not amend the code of ethics that applies to its principal executive and financial officers (the “Code”) nor did it grant any waivers to the provisions of the Code during the period covered by the shareholder reports presented in Item 1.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not Applicable.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not Applicable.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

ITEM 6. SCHEDULE OF INVESTMENTS.

The schedules of investments for each series of the Trust are included in the shareholder reports presented in Item 1.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Trust has made no material changes to the procedures by which shareholders may recommend nominees to the Trust’s Board of Trustees since the Trust last disclosed such procedures in Schedule 14A.

ITEM 11. CONTROLS AND PROCEDURES.

(a) Based upon an evaluation within 90 days of the filing date of this report, the principal executive and financial officers concluded that the disclosure controls and procedures of the Trust are effective.

(b) There were no changes in the Trust’s internal control over financial reporting during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Trust’s internal control over financial reporting.

ITEM 12. EXHIBITS.

(a)(1) Not applicable.

(a)(2) A separate certification for each principal executive officer and principal financial officer of the Trust as required by Rule 30a-2(a) under the Investment Company Act of 1940 is attached hereto as EX-99.CERT.

(a)(3) Not applicable.

(b) The certifications required by Rule 30a-2(b) under the Investment Company Act of 1940 are attached hereto as
EX-99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant): American Beacon Funds

By /s/ Gene L. Needles, Jr.

Gene L. Needles, Jr.

President

American Beacon Funds

Date: July 5, 2013

By /s/ Melinda G. Heika

Melinda G. Heika

Treasurer

American Beacon Funds

Date: July 5, 2013

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By /s/ Gene L. Needles, Jr.

Gene L. Needles, Jr.

President

American Beacon Funds

Date: July 5, 2013

By /s/ Melinda G. Heika

Melinda G. Heika

Treasurer

American Beacon Funds

Date: July 5, 2013