August 25, 2004 EDGAR United States Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Form N-CSR John Hancock Investors Trust (the "Registrant") File Nos. 811-4186 Ladies and Gentlemen: Enclosed herewith for filing pursuant to the Investment Company Act of 1940 and the Securities Exchange Act of 1934 is the Registrant's Form N-CSR filing for the period ending June 30, 2004. If you have any questions or comments regarding this filing, please contact the undersigned at (617) 375-1513. Sincerely, /s/Alfred P. Ouellette Alfred Ouellette Attorney and Assistant Secretary ITEM 1. REPORT TO SHAREHOLDERS. JOHN HANCOCK Investors Trust 6.30.2004 Semiannual Report [A 2" x 1" John Hancock (Signature)/John Hancock Funds logo in lower, center middle of page. A tag line below reads "JOHN HANCOCK FUNDS."] [A photo of James A. Shepherdson, Chairman, President and Chief Executive Officer of John Hancock Funds, LLC flush left next to first paragraph.] WELCOME Table of contents Your fund at a glance page 1 Managers' report page 2 Fund's investments page 6 Financial statements page 18 For your information page 33 To Our Shareholders, I am pleased to be writing to you as Chairman, President and Chief Executive Officer of John Hancock Funds, LLC. As you may know, John Hancock Financial Services, Inc. -- the parent company of John Hancock Funds -- was acquired by Manulife Financial Corporation on April 28, 2004. Although this change has no impact on the mutual funds you have invested in, it did bring with it some changes in the executive-level management of John Hancock Funds. Specifically, Maureen Ford Goldfarb has decided to step down as Chairman, President and Chief Executive Officer of John Hancock Funds, LLC in order to pursue personal interests, and I was named her replacement. Since her appointment in January 2000, Maureen has provided John Hancock Funds with strong leadership and steady guidance through several years of extremely turbulent market and industry conditions. Additionally, on May 12, 2004, your fund's Board of Trustees appointed me to the roles of Trustee, President and Chief Executive Officer of your fund. On June 15, 2004, the board also appointed Charles L. Ladner as independent Chairman of the Board of Trustees, a position previously held by Ms. Goldfarb. This appointment came just in advance of new SEC regulations requiring all mutual funds to have independent chairmen. As to our backgrounds, I have been in the investment business for over 25 years, most recently as President of Retirement Services at John Hancock Financial Services. My responsibilities included developing and directing the sale of John Hancock's variable and fixed annuity products through a diverse distribution network of banks and broker-dealers -- including wirehouses, regional brokerage houses and financial planners. Mr. Ladner has served as an independent member of John Hancock Funds' Board of Trustees since 1992 and formerly held the position of Senior Vice President and Chief Financial Officer of UGI Corporation, a public utility holding company in Valley Forge, PA, until his retirement in 1998. He brings a wealth of knowledge, experience and leadership and we are delighted to have him serve as Chairman. Although there has been change in executive-level management, the one thing that never wavers is John Hancock Funds' commitment to placing the needs of our shareholders above all else. We are all dedicated to the task of working with you and your financial advisor to help you reach your long-term financial goals. Sincerely, /S/ JAMES A. SHEPHERDSON James A. Shepherdson, Chief Executive Officer This commentary reflects the CEO's views as of June 30, 2004. They are subject to change at any time. YOUR FUND AT A GLANCE The Fund seeks a high level of current income consistent with prudent invest- ment risk by investing in a diversified portfolio of debt securities. Over the last six months * Bonds posted mixed results as interest rates rose. * Lower-quality corporate bonds and mortgage-backed securities posted positive results, while Treasury bonds declined. * The Fund reduced its overall risk profile during the period. [Bar chart with heading "John Hancock Investors Trust." Under the heading is a note that reads "Fund performance for the six months ended June 30, 2004." The chart is scaled in increments of 0.5% with -1.0% at the bottom and 0.0% at the top. The bar represents the -0.59% total return for the Fund. A note below the chart reads "The total return for the Fund is at net asset value with all distributions reinvested."] Top 10 issuers 21.8% Federal National Mortgage Assn. 4.6% U.S. Treasury 1.2% General Motors Acceptance Corp. 1.0% Midland Funding Corp. II 0.9% HCA, Inc. 0.8% Sprint Capital Corp. 0.8% NOVA Chemicals Corp. 0.8% Ford Motor Credit Co. 0.8% AT&T Corp. 0.8% Abitibi-Consolidated Co. As a percentage of net assets plus value of preferred shares on June 30, 2004. 1 BY BARRY H. EVANS, CFA, AND JEFFREY N. GIVEN, CFA, PORTFOLIO MANAGERS MANAGERS' REPORT JOHN HANCOCK Investors Trust Rising interest rates dampened bond market performance during the first six months of 2004. The robust economic recovery that blossomed in 2003 continued to gain momentum in the first half of 2004. The only missing piece in the economic puzzle was job growth, which continued to disappoint in the first quarter of the year. However, an upturn in the employment numbers finally materialized in the last few months of the period. The rebound in job growth, coupled with rising commodity prices (particularly oil), led the Federal Reserve to raise short-term interest rates on the final day of the period. The Fed's first rate hike in more than four years increased the federal funds rate target from a 46-year low of 1% to 1.25%. The bond market rallied early in the year as job growth remained weak, but the employment rebound in the latter part of the period sent yields sharply higher, causing bonds to give up their earlier gains. Short-term bond yields increased the most, reflecting expectations of more Fed rate hikes later in the year. Despite the negative impact of rising interest rates, bonds managed to tread water during the period -- the broad Lehman Brothers U.S. Aggregate Index returned 0.15%. "Rising interest rates dampened bond market performance during the first six months of 2004." Lower-quality corporate bonds and mortgage-backed securities, which are among the highest-yielding segments of the bond market, were the best performers during the period. Investment-grade corporate bonds and Treasury securities posted modestly negative returns. FUND PERFORMANCE For the six months ended June 30, 2004, John Hancock Investors Trust produced a total return of --0.59% at net asset value. The average closed-end general bond fund returned 1.63%, according to Lipper, Inc., while the Lehman Brothers Government/Credit Bond Index returned --0.19%. We attribute 2 our underperformance to the weak performance of a few select corporate credits, and to insufficient weightings in both the high yield and mortgage bond sectors. [Photos of Barry Evans and Jeff Given flush right at top of page.] CORPORATE BONDS BOOST RESULTS Corporate bonds made up more than 60% of the portfolio during the six-month period. The vast majority of the portfolio's corporate bonds were lower-quality issues, which include below-investment-grade securities and bonds rated BBB, the lowest investment-grade rating. These securities were the best performers in the bond market during the period. Within the portfolio, the top performers included two lower-rated credits, PDVSA Finance and XM Satellite Radio. PDVSA, the finance arm of the state-run Venezuelan oil company, made a cash tender offer for its bonds at a price above face value, and the bonds rallied in response. At XM Satellite Radio, subscriber growth for the company's commercial-free satellite radio service has been very strong, both in vehicles and in homes. The nascent development of satellite radio is reminiscent of the early days of cable television. "Mortgage-backed securi- ties, which made up a little less than a quarter of the portfolio during the period, also performed well." During the six-month period, we trimmed the portfolio's cable and media bond holdings. These segments of the market had performed very well over the past couple of years, so we reduced our exposure by taking some profits in selected names, such as Clear Channel Communications and EchoStar. We increased the portfolio's exposure to finance-related bonds, which offered attractive values. Recent additions to the portfolio included insurance firm Liberty Mutual and Japanese banking conglomerate Mizuho Finance. MORTGAGES PAY OFF Mortgage-backed securities, which made up a little less than a quarter of the portfolio during the period, also performed well. Mortgage-backed bonds lagged the other sectors of the bond market in the first quarter of the year as falling interest rates led to a brief mortgage refinancing wave. However, when interest 3 rates rose later in the period, refinancing activity dropped off, allowing mortgage-backed securities to hold their value better than most other types of bonds. [Table at top left-hand side of page entitled "Top five industry groups 1." The first listing is Government--U.S. agencies 23%, the second is Telecommunications 8%, the third is Utilities 7%, the fourth is Media 6% and the fifth is Finance 5%.] TAKING SOME RISK OFF THE TABLE We made no major changes to the portfolio during the period, but given the rising interest rate environment, we made some modest adjustments to reduce the portfolio's overall risk profile. For example, we reduced the interest rate sensitivity of the portfolio to limit the negative impact of higher rates. We also cut back our exposure to preferred stocks -- which occupy the lower rungs of the capital structure -- and moved the proceeds into Treasury bonds and mortgage-backed securities. Although the credit quality of the portfolio remained roughly the same throughout the period, we shortened the average maturity of the portfolio's lower-quality corporate bond holdings. This helped lower the degree of credit risk in the portfolio without changing its overall credit quality. [Pie chart at middle of page with heading "Portfolio diversification 1." The chart is divided into five sections (from top to left): Corporate bonds 68%, U.S. government & agency bonds 27%, Short-term investments & other 3%, Foreign government bonds 1% and Preferred stocks 1%.] OUTLOOK Economic growth has been moderating recently but remains quite strong overall, and the inflation rate has picked up in the last six months. Consequently, we expect the Fed to continue raising short-term interest rates in the coming months, although it is likely to do so at a gradual pace. As of June 30, the futures market was projecting a federal funds rate target of 2.25%-2.50% by the end of 2004. This backdrop suggests that bond yields will rise in the second half of 2004, but we think the bond market has already priced in the effects of a strong 4 economy and several Fed rate hikes, so we believe yields will remain in a somewhat narrow range. [Table at top of page entitled "SCORECARD." The header for the left column is "INVESTMENT" and the header for the right column is "PERIOD'S PERFORMANCE...AND WHAT'S BEHIND THE NUMBERS." The first listing is Corn Products International followed by an up arrow with the phrase "Higher earnings and reduced debt stoked expectations for a credit upgrade." The second listing is Mizuho Finance followed by an up arrow with the phrase "Benefited from growth in China and strengthening Japanese bank industry." The third listing is Golden State Tobacco followed by a down arrow with the phrase "Adverse legal rulings hurt tobacco-revenue bonds."] In the portfolio, we continue to favor corporate bonds, with a focus on lower-rated issues. The economy's strength should provide a further lift to corporate earnings and help companies repair their balance sheets. Lower-quality corporate bonds should benefit the most from the improving credit environment. We also intend to maintain our meaningful position in mortgage-backed securities, which should benefit from less refinancing activity and a relatively stable interest rate environment. "...we expect the Fed to con- tinue raising short-term interest rates in the coming months..." This commentary reflects the views of the portfolio managers through the end of the Fund's period discussed in this report. The managers' statements reflect their own opinions. As such, they are in no way guarantees of future events, and are not intended to be used as investment advice or a recommendation regarding any specific security. They are also subject to change at any time as market and other conditions warrant. 1 As a percentage of the Fund's portfolio on June 30, 2004. 5 FINANCIAL STATEMENTS FUND'S INVESTMENTS Securities owned by the Fund on June 30, 2004 (unaudited) This schedule is divided into three main categories: publicly traded bonds, preferred stocks and short-term investments. Publicly traded bonds and preferred stocks are further broken down by industry group. Short-term investments, which represent the Fund's cash position, are listed last. ISSUER, DESCRIPTION, INTEREST CREDIT PAR VALUE MATURITY DATE RATE RATING* (000s OMITTED) VALUE PUBLICLY TRADED BONDS 145.69% $243,509,681 (Cost $243,574,384) Aerospace 0.70% 1,175,753 Jet Equipment Trust, Equipment Trust Ctf Ser 95B2 08-15-14 (B) (l) (R) 10.910% D $550 2,750 Raytheon Co., Note 03-01-10 8.300 BBB- 1,000 1,173,003 Automobile / Trucks 0.64% 1,070,410 American Axle & Manufacturing, Inc., Sr Note 02-11-14 5.250 BBB 500 479,947 Ford Motor Co., Deb 02-15-47 9.980 BBB- 500 590,463 Banks -- Foreign 3.72% 6,211,637 Barclays Bank Plc, Perpetual Bond (6.860% to 6-15-32 then variable) (United Kingdom) 06-15-49 (R) 6.860 Aa3 1,580 1,633,151 HSBC Capital Funding LP, Gtd Bond, Step Coupon (4.610%, 06-27-13) 12-29-49 (R) 4.610 A- 1,000 906,539 Mizuho Financial Group Cayman Ltd., Gtd Note (Cayman Islands) 12-29-49 8.375 Baa1 750 772,500 Rabobank Capital Fund II, Perpetual Bond (5.260% to 12-31-13 then variable) 12-31-49 (R) 5.260 AA 1,500 1,451,525 Royal Bank of Scotland Group Plc, Perpetual Bond (7.648% to 09-30-31 then variable) (United Kingdom) 08-31-49 7.648 A 630 707,330 Woori Bank, Sub Debt (5.750% to 03-13-09 then variable) (South Korea) 03-13-14 (R) 5.750 BBB- 750 740,592 See notes to financial statements. 6 FINANCIAL STATEMENTS ISSUER, DESCRIPTION, INTEREST CREDIT PAR VALUE MATURITY DATE RATE RATING* (000s OMITTED) VALUE Banks -- United States 1.43% $2,390,747 Bank of New York, Cap Security 12-01-26 (R) 7.780% A- $620 662,229 Capital One Bank, Note 06-13-13 6.500 BB+ 750 773,311 Wachovia Corp., Sub Note 02-15-14 4.875 A- 1,000 955,207 Building 2.10% 3,504,091 KB Home, Sr Note 02-01-14 5.750 BB+ 1,000 920,000 North American Energy Partners, Sr Note 12-01-11 (R) 8.750 B+ 500 495,000 Pulte Homes, Inc., Note 02-15-13+ 6.250 BBB- 1,000 1,021,505 Toll Brothers, Inc., Gtd Sr Note 11-15-12 6.875 BBB- 1,000 1,067,586 Business Services -- Misc. 0.74% 1,232,000 Muzak LLC/Muzak Finance Corp., Sr Note 02-15-09 10.000 CCC+ 1,400 1,232,000 Chemicals 3.31% 5,533,287 Braskem S.A., Note (Brazil) 01-22-14 (R) 11.750 B+** 300 265,500 Lyondell Chemical Co., Gtd Note 12-15-08+ 9.500 B+ 1,010 1,052,925 NOVA Chemicals Corp., Note (Canada) 09-15-05 7.000 BB+ 2,000 2,065,000 Potash Corp. of Saskatchewan, Inc., Note (Canada) 05-31-11 7.750 BBB+ 1,000 1,146,378 RPM International, Inc., Bond 12-15-13 (R) 6.250 BBB 1,000 1,003,484 Computers 0.86% 1,440,181 NCR Corp., Note 06-15-09 7.125 BBB- 375 410,181 Unisys Corp., Sr Note 03-15-10+ 6.875 BB+ 1,000 1,030,000 Containers 2.44% 4,070,428 BWAY Corp., Sr Sub Note 10-15-10 10.000 B- 500 525,000 Owens-Brockway Glass Container, Inc., Gtd Sr Note 11-15-12 8.750 BB- 1,000 1,085,000 Gtd Sr Note 05-15-13 8.250 B 500 516,250 Sealed Air Corp., Sr Note 04-15-08 (R) 5.375 BBB 1,880 1,944,178 See notes to financial statements. 7 FINANCIAL STATEMENTS ISSUER, DESCRIPTION, INTEREST CREDIT PAR VALUE MATURITY DATE RATE RATING* (000s OMITTED) VALUE Diversified Operations 1.96% $3,273,784 Glencore Funding LLC, Gtd Note 04-15-14 (R) 6.000% BBB $1,000 927,540 Hutchison Whampoa International Ltd., Gtd Sr Note (U.S. Virgin Islands) 02-13-13 (R) 6.500 A- 750 750,572 Tyco International Group S.A., Gtd Note (Luxembourg) 10-15-11 6.375 BBB 1,500 1,595,672 Electronics 0.97% 1,620,360 AMETEK, Inc., Sr Note 07-15-08 7.200 BBB 1,500 1,620,360 Finance 7.44% 12,442,806 Capital One Financial Corp., Note 11-15-13 6.250 BB+ 1,000 1,010,737 Citigroup, Inc., Sub Note 10-31-33 6.000 A+ 540 516,319 Credit-Based Asset Servicing & Securitization, Pass Thru Ctf Ser 2004-CB4 Class A3 07-25-08*** 4.632 AAA 1,000 999,400 Duke Capital LLC, Sr Note 10-01-19 8.000 BBB- 750 837,844 Ford Motor Credit Co., Note 10-28-09 7.375 BBB- 1,925 2,054,410 General Motors Acceptance Corp., Note 03-02-11 7.250 BBB 3,000 3,148,599 Household Finance Corp., Note 05-15-11 6.750 A 1,350 1,475,283 Humpuss Funding Corp., Note 12-15-09 (R) 7.720 B2 221 196,536 PDVSA Finance Ltd., Note (Cayman Islands) 11-16-12 8.500 B+ 540 561,600 PPL Capital Funding, Gtd Note 03-01-09 (R) 4.330 BBB- 1,000 967,997 St. George Funding Co., Perpetual Bond (8.485% to 06-30-17 then variable) (Australia) 12-31-49 (R) 8.485 Baa1 595 674,081 Food 0.53% 880,462 Corn Products International, Inc., Sr Note 08-15-09 8.450 BBB- 795 880,462 Furniture 0.60% 1,009,866 Steelcase, Inc., Sr Note 11-15-06 6.375 BBB- 980 1,009,866 See notes to financial statements. 8 FINANCIAL STATEMENTS ISSUER, DESCRIPTION, INTEREST CREDIT PAR VALUE MATURITY DATE RATE RATING* (000s OMITTED) VALUE Government -- Foreign 1.19% $1,995,480 Brazil, Federative Republic of, Bond (Brazil) 01-20-34+ 8.250% B+ $300 226,950 Colombia, Republic of, Note (Colombia) 01-23-12 10.000 BB 1,000 1,035,000 United Mexican States, Global Medium Term Note Ser A (Mexico) 01-16-13 6.375 BBB- 735 733,530 Government -- U.S. 6.92% 11,557,598 United States Treasury, Bond 05-15-18+ 9.125 AAA 555 779,125 Bond 02-15-31+ 5.375 AAA 290 292,481 Note 05-15-06+ 6.875 AAA 1,070 1,151,838 Note 08-15-09+ 6.000 AAA 2,260 2,483,439 Note 05-15-14+ 4.750 AAA 6,780 6,850,715 Government -- U.S. Agencies 34.29% 57,307,519 Federal Home Loan Mortgage Corp., 20 Yr Pass Thru Ctf 01-01-16 11.250 AAA 52 57,002 CMO REMIC 2563-PA 03-15-31 4.250 AAA 963 932,712 Federal National Mortgage Assn., 15 Yr Pass Thru Ctf 02-01-08 7.500 AAA 24 24,736 15 Yr Pass Thru Ctf 09-01-10 to 04-01-17 7.000 AAA 2,041 2,168,192 30 Yr Pass Thru Ctf 04-01-33 5.500 AAA 2,755 2,753,990 30 Yr Pass Thru Ctf 10-01-33 to 01-01-34 6.000 AAA 40,974 41,879,975 30 Yr Pass Thru Ctf 02-01-34 7.000 AAA 1,547 1,632,493 30 Yr Pass Thru Ctf 07-01-34 6.500 AAA 3,725 3,877,494 CMO REMIC 2003-16-PD 10-25-16 5.000 AAA 1,275 1,266,206 CMO REMIC 2003-17-QT 08-25-27 5.000 AAA 1,595 1,568,448 Financing Corp., Bond 02-08-18 9.400 AAA 785 1,082,293 Government National Mortgage Assn., 30 Yr Pass Thru Ctf 11-15-19 to 02-15-25 9.500 AAA 40 45,576 30 Yr Pass Thru Ctf 11-15-20 10.000 AAA 16 18,402 Insurance 2.80% 4,672,385 Assurant, Inc., Note 02-15-14 5.625 BBB+ 490 481,082 Liberty Mutual Group, Note 03-15-14 (R) 5.750 BBB 750 723,786 Mantis Reef Ltd., Note (Australia) 11-14-08 (R) 4.692 A- 1,000 987,673 Massachusetts Mutual Life Insurance Co., Surplus Note 11-15-23 (R) 7.625 AA 470 553,109 Ohio Casualty Corp., Note 06-15-14 7.300 BB 750 751,589 See notes to financial statements. 9 FINANCIAL STATEMENTS ISSUER, DESCRIPTION, INTEREST CREDIT PAR VALUE MATURITY DATE RATE RATING* (000s OMITTED) VALUE Insurance (continued) QBE Insurance Group Ltd., Bond (Australia) 07-01-23 (R) 5.647% BBB $1,000 $951,291 URC Holdings Corp., Sr Note 06-30-06 (R) 7.875 AA- 205 223,855 Leisure 5.36% 8,958,527 Chukchansi Economic Development Authority, Sr Note 06-15-09 (R) 14.500 Caa1** 1,000 1,240,000 Cinemark USA, Inc., Sr Sub Note 02-01-13 9.000 B- 700 763,875 Harrah's Operating Co., Inc., Gtd Sr Note 07-01-10 (R) 5.500 BBB- 1,080 1,085,409 Gtd Sr Sub Note 12-15-05 7.875 BB+ 715 755,219 Hyatt Equities LLC, Note 06-15-07 (R) 6.875 BBB 1,050 1,116,336 K2 Corp., Sr Note 07-01-14 (R) 7.375 BB 300 305,250 MTR Gaming Group, Inc., Gtd Sr Note Ser B 04-01-10 9.750 B+ 800 860,000 Premier Entertainment Biloxi, 1st Mtg Note 02-01-12 (R) 10.750 B- 25 26,250 Starwood Hotels & Resorts Worldwide, Inc., Gtd Sr Note 05-01-07 7.375 BB+ 275 289,438 Trump Casino Holdings, LLC/Trump Casino Funding, Inc., Gtd Sr Sec 1st Mtg Note 03-15-10 11.625 CCC+ 1,000 1,025,000 Waterford Gaming LLC, Sr Note 09-15-12 (R) 8.625 B+ 1,404 1,491,750 Machinery 1.78% 2,966,402 Brunswick Corp., Note 06-01-11 5.000 BBB+ 1,000 1,001,600 Kennametal, Inc., Sr Note 06-15-12 7.200 BBB 1,385 1,464,802 Manitowoc Co., Inc., (The) Sr Note 11-01-13 7.125 B+ 500 500,000 Media 9.35% 15,635,498 British Sky Broadcasting Group Plc, Sr Note (United Kingdom) 07-15-09 8.200 BBB- 905 1,042,714 Charter Communications Holdings II, Sr Note 09-15-10 (R) 10.250 CCC- 2,000 2,015,000 Comcast Cable Communications, Inc., Note 11-15-08 6.200 BBB 980 1,044,046 Continental Cablevision, Inc., Deb 08-01-13 9.500 BBB 640 710,394 See notes to financial statements. 10 FINANCIAL STATEMENTS ISSUER, DESCRIPTION, INTEREST CREDIT PAR VALUE MATURITY DATE RATE RATING* (000s OMITTED) VALUE Media (continued) Garden State Newspapers, Inc., Sr Sub Note 07-01-11 8.625% B+ $265 $276,594 Grupo Televisa S.A., Note (Mexico) 09-13-11 8.000 BBB- 1,835 1,981,800 Innova S. de R.L., Note (Mexico) 09-19-13 9.375 B+ 1,500 1,571,250 Sr Note (Mexico) 04-01-07 12.875 B+ 38 38,016 News America Holdings, Inc., Gtd Sr Deb 08-10-18 8.250 BBB- 510 606,550 Paxson Communications Corp., Gtd Sr Sub Note 07-15-08 10.750 CCC+ 1,000 1,015,000 Rogers Cablesystems Ltd., Sr Note Ser B (Canada) 03-15-05 10.000 BBB- 460 477,495 Shaw Communications Corp., Sr Note (Canada) 04-11-10 8.250 BB+ 1,000 1,087,504 TCI Communications, Inc., Sr Deb 02-01-12 9.800 BBB 840 1,053,110 Time Warner, Inc., Deb 01-15-13 9.125 BBB+ 1,080 1,316,624 XM Satellite Radio, Inc., Sr Sec Note 06-15-10 12.000 CCC+ 622 712,968 Sr Sec Note, Step Coupon (Zero to 12-31-05 then 14.000%) 12-31-09 (A) Zero CCC+ 728 686,433 Medical 3.59% 6,002,304 HCA, Inc., Note 11-06-08 5.250 BBB- 1,000 993,815 Note 09-01-10 8.750 BBB- 1,012 1,155,565 Medco Health Solutions, Inc., Sr Note 08-15-13 7.250 BBB 1,550 1,659,605 Schering-Plough Corp., Sr Note 12-01-33 6.500 A- 750 745,655 Wyeth, Note 03-15-13 5.500 A 1,500 1,447,664 Metal 1.08% 1,799,847 Brascan Corp., Note (Canada) 03-01-10 5.750 A- 1,750 1,799,847 Mortgage Banking 6.69% 11,188,985 Ameriquest Mortgage Securities, Inc., Pass Thru Ctf Ser 2003-IA1 Class A-4 11-25-33 4.965 AAA 2,000 1,986,034 Bank of America Mortgage Securities, Inc., Mtg Pass Thru Ctf Ser 2004-D Class 2A1 05-25-34 3.647 AAA 2,071 2,000,315 See notes to financial statements. 11 FINANCIAL STATEMENTS ISSUER, DESCRIPTION, INTEREST CREDIT PAR VALUE MATURITY DATE RATE RATING* (000s OMITTED) VALUE Mortgage Banking (continued) Bear Stearns Commercial Mortgage Securities, Inc., CMO Sub Bond Ser 2004-ESA Class C 05-14-16 (R) 4.937% AA $1,000 $1,003,437 ContiMortgage Home Equity Loan Trust, Home Equity Pass Thru Ctf Ser 1995-2 Class A-5 08-15-25 8.100 AAA 254 254,048 Deutsche Mortgage & Asset Receiving Corp., Commercial Mtg Pass-Thru Ctf Ser 1998-C1 Class C 06-15-31 6.861 A2 400 429,299 DLJ Mortgage Acceptance Corp., Commercial Mortgage Pass Thru Ctf Ser 1996-CF1 Class B1 03-13-28 (R) 8.530 A 1,465 1,595,290 Global Signal Trust, Sub Bond Ser 2004-1A Class D 01-15-34 (R) 5.098 BBB 2,000 1,923,397 LB-UBS Commercial Mortgage Trust, Commercial Mortgage Pass Thru Ctf Ser 2003-C3 05-15-32 4.166 AAA 1,000 928,422 MBNA Master Credit Card Trust, Sub Bond Ser 1998-E Class C 09-15-10 (R) 6.600 BBB 1,000 1,068,743 Oil & Gas 4.83% 8,079,411 Alberta Energy Co. Ltd., Note (Canada) 09-15-30 8.125 A- 685 822,697 Gazprom, Note (Russia) 03-01-13 (R) 9.625 BB- 1,000 1,028,750 Grant Prideco Escrow Corp., Sr Note Ser B 12-15-09 9.000 BB- 500 543,750 Key Energy Group, Inc., Conv Sub Note 09-15-04 5.000 B 320 318,800 Magellan Midstream Partners, L.P., Note 06-01-14 6.450 BBB 590 592,650 Occidental Petroleum Corp., Sr Deb 09-15-09 10.125 BBB+ 1,102 1,368,459 Pemex Project Funding Master Trust, Gtd Note 10-13-10 9.125 BBB- 1,065 1,219,425 Plains Exploration & Production Co., Sr Note 06-15-14 (R) 7.125 BB- 500 508,750 TEPPCO Partners, L.P., Gtd Sr Note 02-15-12 7.625 BBB 1,500 1,676,130 See notes to financial statements. 12 FINANCIAL STATEMENTS ISSUER, DESCRIPTION, INTEREST CREDIT PAR VALUE MATURITY DATE RATE RATING* (000s OMITTED) VALUE Paper & Paper Products 4.87% $8,130,997 Abitibi-Consolidated Co., Gtd Sr Note (Canada) 12-15-06 6.950% BB $2,000 2,049,742 Boise Cascade Corp., Sr Note 11-01-10 6.500 BB 1,065 1,083,637 Corporacion Durango S.A. de C.V., Sr Note (Mexico) 07-15-09 (B) (R) 13.750 D** 500 250,000 International Paper Co., Note 10-30-12 5.850 BBB 2,000 2,031,368 MDP Acquisitions Plc, Sr Note (Ireland) 10-01-12 9.625 B 1,250 1,368,750 Stone Container Corp., Sr Note 02-01-11 9.750 B 275 302,500 Sr Note 07-01-12 8.375 B 1,000 1,045,000 Printing -- Commercial 0.26% 439,000 Dex Media West, Sr Sub Note Ser B 08-15-13 9.875 B 400 439,000 Real Estate Investment Trust 2.81% 4,699,978 Healthcare Realty Trust, Inc., Sr Note 05-01-11 8.125 BBB- 165 189,704 iStar Financial, Inc., Sr Note 03-15-08 7.000 BB+ 500 530,567 Meditrust, Note 08-15-07 7.000 BB- 1,700 1,738,250 ProLogis Trust, Sr Note 07-15-06 7.050 BBB+ 490 529,087 Spieker Properties L.P., Note 12-01-06 7.125 BBB+ 1,000 1,086,870 TriNet Corporate Realty Trust, Inc., Sr Note 07-15-17 7.700 BB+ 600 625,500 Real Estate Operations 0.33% 546,429 Socgen Real Estate Co. LLC, Perpetual Bond Ser A (7.640% to 09-30-07 then variable) 12-31-49 (R) 7.640 A 495 546,429 Retail 2.96% 4,955,266 Delhaize America, Inc., Gtd Note 04-15-11 8.125 BB+ 1,500 1,637,296 Gap, Inc. (The), Note 12-15-08+ 10.550 BB+ 485 586,850 Office Depot, Inc., Note 08-15-13 6.250 BBB- 1,500 1,544,990 TRW Automotive, Inc., Sr Note 02-15-13 9.375 BB- 1,052 1,186,130 See notes to financial statements. 13 FINANCIAL STATEMENTS ISSUER, DESCRIPTION, INTEREST CREDIT PAR VALUE MATURITY DATE RATE RATING* (000s OMITTED) VALUE Revenue Bonds 0.52% $873,004 Golden State Tobacco Securitization Corp., Rev Ser 2003-A-1 06-01-39 6.750% BBB $980 873,004 Telecommunications 11.54% 19,288,642 America Movil S.A. de C.V., Gtd Note (Mexico) 03-01-14 (R) 5.500 BBB- 735 677,073 AT&T Corp., Sr Note 11-15-11 7.300 BBB 2,000 2,053,448 AT&T Wireless Services, Inc., Note 05-01-12 8.125 BBB 1,475 1,705,323 Corning, Inc., Note 03-01-09 6.300 BB+ 230 234,216 Note 04-04-25 8.300 BB+ 1,000 1,040,922 Deutsche Telekom International Finance B.V., Bond (Coupon rate step up/down on rating) (Netherlands) 06-15-10 8.000 BBB+ 950 1,110,130 France Telecom S.A., Note (France) 03-01-11 8.750 BBB+ 1,150 1,332,644 Mobile Telesystems Finance S.A., Gtd Bond (Luxembourg) 12-21-04 (R) 10.950 BB- 500 516,250 Gtd Bond (Luxembourg) 12-21-04 10.950 BB- 500 516,250 Gtd Sr Note (Luxembourg) 01-30-08 (R) 9.750 BB- 350 360,500 Nextel Communications, Inc., Sr Note 08-01-15 7.375 BB 1,250 1,262,500 Qwest Capital Funding, Inc., Gtd Note 08-15-06+ 7.750 B 1,700 1,683,000 Sprint Capital Corp., Gtd Sr Bond 01-30-11 7.625 BBB- 1,000 1,105,489 Note 05-01-19 6.900 BBB- 1,000 1,005,956 Telecom Italia Capital, Gtd Class B Note (Luxembourg) 11-15-13 (R)+ 5.250 BBB+ 1,500 1,451,769 Telefonos de Mexico S.A. de C.V., Note (Mexico) 11-19-08 4.500 BBB- 1,750 1,698,813 Telus Corp., Note (Canada) 06-01-11 8.000 BBB 1,350 1,534,359 Tobacco 1.55% 2,597,484 Altria Group, Inc., Note 11-04-13 7.000 BBB 1,500 1,527,484 Commonwealth Brands, Inc., Sr Sec Sub Note 09-01-08 (R) 10.625 B** 1,000 1,070,000 See notes to financial statements. 14 FINANCIAL STATEMENTS ISSUER, DESCRIPTION, INTEREST CREDIT PAR VALUE MATURITY DATE RATE RATING* (000s OMITTED) VALUE Transportation 4.16% $6,955,307 American Airlines, Inc., Pass Thru Ctf Ser 2001-2 04-01-13 7.858% A- $1,000 994,804 CNF, Inc., Sr Deb 05-01-34 (R) 6.700 BBB- 535 520,813 Continental Airlines, Inc., Pass Thru Ctf Ser 1999-1A 02-02-19 6.545 A- 1,587 1,485,083 CSX Corp., Note 11-01-09 4.875 BBB 2,000 2,010,488 Delta Air Lines, Inc., Equip Tr Ctf Ser A 06-01-08 10.000 B 2,000 1,080,000 Northwest Airlines Corp., Pass Thru Ctf Ser 1996-1C 01-02-05 10.150 B- 32 20,218 Pass Thru Ctf Ser 1996-1D 01-02-15 8.970 B- 286 185,776 TFM S.A. de C.V., Gtd Sr Disc Note (Mexico) 06-15-09 11.750 B 675 658,125 Utilities 9.82% 16,418,900 AES Eastern Energy L.P., Pass Thru Ctf Ser 1999-A 01-02-17 9.000 BB+ 385 414,202 Beaver Valley Funding Corp., Sec Lease Obligation Bond 06-01-17 9.000 BB+ 915 1,033,309 BVPS II Funding Corp., Collateralized Lease Bond 06-01-17 8.890 BB+ 700 783,153 CalEnergy Co., Inc., Sr Bond 09-15-28 8.480 BBB- 525 631,460 CenterPoint Energy, Inc., Sr Note Ser B 09-01-10 7.250 BBB- 500 531,759 El Paso Electric Co., 1st Mtg Ser E 05-01-11 9.400 BBB- 1,000 1,135,819 Empresa Electrica Guacolda S.A., Sec Sr Note (Chile) 04-30-13 (R) 8.625 BBB- 900 933,947 HQI Transelect Chile S.A., Sr Note (Chile) 04-15-11 7.875 A- 1,175 1,326,174 IPALCO Enterprises, Inc., Sr Sec Note 11-14-11 7.625 BB- 315 341,775 Korea Gas Corp., Sr Unsub Note (South Korea) 11-26-10 (R) 4.750 A- 1,000 964,744 Midland Funding Corp. II, Deb Ser B 07-23-06 13.250 BB- 2,220 2,553,000 MSW Energy Holdings /Finance II, Gtd Sr Sec Note 09-01-10 (R) 7.375 BB- 750 746,250 NorAm Energy Corp., Deb 02-01-08 6.500 BBB 475 502,472 PNPP II Funding Corp., Deb 05-30-16 9.120 BB+ 474 544,996 See notes to financial statements. 15 FINANCIAL STATEMENTS ISSUER, DESCRIPTION, INTEREST CREDIT PAR VALUE MATURITY DATE RATE RATING* (000s OMITTED) VALUE Utilities (continued) Salton Sea Funding Corp., Sr Sec Note Ser C 05-30-10 7.840% BB+ $876 $912,881 System Energy Resources, Inc., Sec Bond 01-15-14 (R) 5.129 BBB- 500 491,490 TransAlta Corp., Note (Canada) 12-15-13 5.750 BBB- 2,000 1,980,284 Waterford 3 Funding Corp., Sec Lease Obligation Bond 01-02-17 8.090 BBB- 536 591,185 Waste Disposal Service & Equip. 1.55% 2,584,906 Allied Waste North America, Inc., Gtd Sr Sub Note Ser B 08-01-09 10.000 B+ 1,865 1,969,906 Waste Services, Inc., Sr Sub Note (Canada) 04-15-14 (R) 9.500 B- 600 615,000 CREDIT ISSUER, DESCRIPTION RATING* SHARES VALUE PREFERRED STOCKS 2.09% $3,490,548 (Cost $3,446,910) Banks 0.59% 992,268 Abbey National Plc, 7.375% (United Kingdom) A- 38,700 992,268 Utilities 1.50% 2,498,280 Ameren Corp., 9.75%, Conv BBB+ 20,000 529,800 Dominion Resources, Inc., 9.50%, Conv BBB+ 7,950 432,480 DTE Energy Co., 8.75%, Conv BBB 20,000 502,000 KeySpan Corp., 8.75%, Conv A3 20,000 1,034,000 INTEREST CREDIT PAR VALUE ISSUER, DESCRIPTION, MATURITY DATE RATE RATING* (000s OMITTED) VALUE SHORT-TERM INVESTMENTS 2.99% $5,000,000 (Cost $5,000,000) Government -- U.S. Agencies 2.99% Federal Home Loan Bank, Disc Note 7-01-04 Zero AAA $5,000 5,000,000 TOTAL INVESTMENTS 150.77% $252,000,229 OTHER ASSETS AND LIABILITIES, NET (50.77%) ($84,858,233) TOTAL NET ASSETS 100.00% $167,141,996 See notes to financial statements. 16 FINANCIAL STATEMENTS Notes to Schedule of Investments + All or a portion of this security is on loan as of June 30, 2004. * Credit ratings are unaudited and are rated by Standard & Poor's where available, or Moody's Investors Service, unless indicated otherwise. ** Security rated internally by John Hancock Advisers, LLC. *** All or a portion of these securities, having an aggregate value of $999,400 or 0.60% of the Fund's net assets, have been purchased as forward commitments; that is, the Fund has agreed on trade date to take delivery of and to make payment for such securiti (A) Cash interest will be paid on this obligation at the stated rate beginning on the stated date. (B) Non-income-producing issuer, filed for protection under the Federal Bankruptcy code or is in default of interest payment. (l) This security is fair valued in good faith under procedures established by the Board of Trustees. (R) These securities are exempt from registration under rule 144A of the Securities Act of 1933. Such securities may be resold, normally to qualified institutional buyers, in transactions exempt from registration. Rule 144A securities amounted to $39,614,015 or 23.70% of the Fund's net assets as of June 30, 2004. Parenthetical disclosure of a foreign country in the security description represents country of a foreign issuer; however, the security is U.S. dollar-denominated. The percentage shown for each investment category is the total value of that category as a percentage of the net assets of the Fund. See notes to financial statements. 17 FINANCIAL STATEMENTS ASSETS AND LIABILITIES June 30, 2004 (unaudited) This Statement of Assets and Liabilities is the Fund's balance sheet. It shows the value of what the Fund owns, is due and owes. You'll also find the net asset value for each common share. ASSETS Investments at value (cost $252,021,294) including $18,010,356 of securities loaned $252,000,229 Cash 431 Cash segregated for futures contract 490,000 Receivable for investments sold 3,681,146 Interest receivable 3,301,766 Other assets 14,830 Total assets 259,488,402 LIABILITIES Payable for investments purchased 5,538,984 Payable for futures variation margin 291,406 Payable to affiliates Management fees 325,792 Other 4,576 Other payable and accrued expenses 183,724 Total liabilities 6,344,482 Auction Preferred Shares (APS) Series A, at value, unlimited number of shares of beneficial interest authorized with no par value, 1,720 shares issued, liquidation preference of $25,000 per share 43,000,962 APS Series B, at value, unlimited number of shares of beneficial interest authorized with no par value, 1,720 shares issued, liquidation preference of $25,000 per share 43,000,962 NET ASSETS Common shares capital paid-in 167,364,601 Accumulated net realized gain on investments 594,074 Net unrealized depreciation of investments (576,426) Distributions in excess of net investment income (240,253) Net assets $167,141,996 NET ASSET VALUE PER COMMON SHARE Based on 8,116,524 common shares outstanding -- 20 million shares authorized with no par value $20.59 See notes to financial statements. 18 FINANCIAL STATEMENTS OPERATIONS For the period ended June 30, 2004 (unaudited) 1 This Statement of Operations summarizes the Fund's investment income earned and expenses incurred in operat- ing the Fund. It also shows net gains (losses) for the period stated. INVESTMENT INCOME Interest (net of foreign withholding taxes of $4,612) $7,713,083 Dividends 315,339 Securities lending 19,181 Total investment income 8,047,603 EXPENSES Investment management fees 673,042 APS auction fees 133,498 Transfer agent fees 54,733 Printing 49,461 Custodian fees 43,449 Accounting and legal services fees 35,099 Professional fees 25,792 Registration and filing fees 13,517 Trustees' fees 8,117 Miscellaneous 7,328 Interest 2,080 Securities lending fees 470 Total expenses 1,046,586 Net investment income 7,001,017 REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) on Investments 1,042,383 Financial futures contracts 443,521 Change in net unrealized appreciation (depreciation) of Investments (8,425,380) Financial futures contracts (593,709) Net realized and unrealized loss (7,533,185) Distributions to APS Series A (250,770) Distributions to APS Series B (249,793) Decrease in net assets from operations ($1,032,731) 1 Semiannual period from 1-1-04 through 6-30-04. See notes to financial statements. 19 FINANCIAL STATEMENTS CHANGES IN NET ASSETS These Statements of Changes in Net Assets show how the value of the Fund's net assets has changed during the last two periods. The dif- ference reflects earnings less expenses, any investment gains and losses, distributions to shareholders, if any, and any increase or decrease due to reinvestment of distributions. YEAR PERIOD ENDED ENDED 12-31-03 6-30-04 1 INCREASE IN NET ASSETS From operations Net investment income $10,991,576 $7,001,017 Net realized gain 4,125,672 1,485,904 Change in net unrealized appreciation (depreciation) 5,201,422 (9,019,089) Distributions to APS Series A and B 2 (164,641) (500,563) Increase (decrease) in net assets resulting from operations 20,154,029 (1,032,731) Distributions to common shareholders From net investment income (11,408,065) (6,730,881) From net realized gains (4,815,418) -- (16,223,483) (6,730,881) From Fund share transactions 663,868 307,631 NET ASSETS Beginning of period 170,003,563 174,597,977 End of period 3 $174,597,977 $167,141,996 1 Semiannual period from 1-1-04 through 6-30-04. Unaudited. 2 APS Series A and B were issued on 11-4-03. 3 Includes distributions in excess of net investment income of $9,826 and $240,253, respectively. See notes to financial statements. 20 FINANCIAL HIGHLIGHTS FINANCIAL HIGHLIGHTS COMMON SHARES The Financial Highlights show how the Fund's net asset value for a share has changed since the end of the previous period. PERIOD ENDED 12-31-99 1 12-31-00 1 12-31-01 1,2 12-31-02 1 12-31-03 6-30-04 3 PER SHARE OPERATING PERFORMANCE Net asset value, beginning of period $21.78 $20.11 $20.79 $20.98 $21.21 $21.55 Net investment income 4 1.47 1.42 1.32 1.20 1.37 0.86 Net realized and unrealized gain (loss) on investments (1.67) 0.68 0.21 0.25 1.14 (0.93) Distributions to APS Series A and B 5 -- -- -- -- (0.02) (0.06) Total from investment operations (0.20) 2.10 1.53 1.45 2.49 (0.13) Less distributions to common shareholders From net investment income (1.47) (1.42) (1.34) (1.22) (1.42) (0.83) From net realized gains -- -- -- -- (0.60) -- (1.47) (1.42) (1.34) (1.22) (2.02) (0.83) Capital charges Offering costs and underwriting discount related to APS -- -- -- -- (0.13) -- Net asset value, end of period $20.11 $20.79 $20.98 $21.21 $21.55 $20.59 Per share market value, end of period $16.56 $19.25 $19.04 $19.12 $19.98 $19.79 Total return at market value 6 (%) (18.16) 25.75 5.96 6.89 15.29 3.05 7 RATIOS AND SUPPLEMENTAL DATA Net assets applicable to common shares, end of period (in millions) $158 $165 $167 $170 $175 $167 Ratio of expenses to average net assets 8 (%) 0.81 0.83 0.82 0.84 0.88 1.21 9 Ratio of net investment income to average net assets 10 (%) 6.98 6.97 6.20 5.74 6.25 8.10 9 Portfolio turnover (%) 183 247 300 314 245 64 SENIOR SECURITIES Total APS Series A outstanding (in millions) -- -- -- -- $43 $43 Total APS Series B outstanding (in millions) -- -- -- -- $43 $43 Involuntary liquidation preference APS Series A per unit (in thousands) -- -- -- -- $25 $25 Involuntary liquidation preference APS Series B per unit (in thousands) -- -- -- -- $25 $25 Average market value per unit (in thousands) -- -- -- -- $25 $25 Asset coverage per unit 11 -- -- -- -- $74,836 $72,792 See notes to financial statements. 21 FINANCIAL HIGHLIGHTS Notes to Financial Highlights 1 Audited by previous auditor. 2 As required, effective January 1, 2001, the Fund has adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies, as revised, relating to the amortization of premiums and accretion of discounts on debt securities. The effect of this change on per share amounts for the year ended December 31, 2001, was to decrease net investment income per share by $0.02, increase net realized and unrealized gain per share by $0.02 and, had the Fund not made these changes to amortization and accretion, the ratio of net investment income to average net assets would have been 6.31%. Per share ratios and supplemental data for periods prior to January 1, 2001, have not been restated to reflect this change in presentation. 3 Semiannual period from 1-1-04 through 6-30-04. Unaudited. 4 Based on the average shares outstanding. 5 APS Series A and B were issued on 11-4-03. 6 Assumes dividend reinvestment. 7 Not annualized. 8 Ratios calculated on the basis of expenses relative to the average net assets of common shares. Without the exclusion of preferred shares, the annualized ratio of expenses during the year or period ended December 31, 2003 and June 30, 2004, would have been 0.82% and 0.81%, respectively. 9 Annualized. 10 Ratios calculated on the basis of net investment income relative to the average net assets of common shares. Without the exclusion of preferred shares, the annualized ratio of net investment income during the year or period ended December 31, 2003 and June 30, 2004, would have been 5.81% and 5.42%, respectively. 11 Calculated by subtracting the Fund's total liabilities from the Fund's total assets and dividing that amount by the number of APS outstanding as of the applicable 1940 Act Evaluation Date, which may differ from the financial reporting date. See notes to financial statements. 22 NOTES TO STATEMENTS Unaudited NOTE A Accounting policies John Hancock Investors Trust (the "Fund") is a closed-end diversified management investment company registered under the Investment Company Act of 1940. Significant accounting policies of the Fund are as follows: Valuation of investments Securities in the Fund's portfolio are valued on the basis of market quotations, valuations provided by independent pricing services or at fair value as determined in good faith in accordance with procedures approved by the Trustees. Short-term debt investments maturing within 60 days are valued at amortized cost, which approximates market value. The fund determines the net asset value of common shares each business day. Joint repurchase agreement Pursuant to an exemptive order issued by the Securities and Exchange Commission, the Fund, along with other registered investment companies having a management contract with John Hancock Advisers, LLC (the "Adviser"), a wholly owned subsidiary of John Hancock Financial Services, Inc., may participate in a joint repurchase agreement transaction. Aggregate cash balances are invested in one or more large repurchase agreements, whose underlying securities are obligations of the U.S. government and/or its agencies. The Fund's custodian bank receives delivery of the underlying securities for the joint account on the Fund's behalf. The Adviser is responsible for ensuring that the agreement is fully collateralized at all times. Investment transactions Investment transactions are recorded as of the date of purchase, sale or maturity. Net realized gains and losses on sales of investments are determined on the identified cost basis. Some securities may be purchased on a "when-issued" or "forward commitment" basis, which means that the securities will be delivered to the Fund at a future date, usually beyond the customary settlement date. Discount and premium on securities The Fund accretes discount and amortizes premium from par value on securities from either the date of issue or the date of purchase over the life of the security. Expenses The majority of expenses are directly identifiable to an individual fund. Expenses that are not readily identifiable to a specific fund are allocated in such a manner as deemed equitable, taking into consideration, among other things, the nature and type of expense and the relative sizes of the funds. Options The Fund may enter into option contracts. Listed options will 23 be valued at the last quoted sales price on the exchange on which they are primarily traded. Over-the-counter options are valued at the mean between the last bid and asked prices. Upon the writing of a call or put option, an amount equal to the premium received by the Fund will be included in the Fund's Statement of Assets and Liabilities as an asset and corresponding liability. The amount of the liability will be subsequently marked to market to reflect the current market value of the written option. The Fund may use option contracts to manage its exposure to the price volatility of financial instruments. Writing puts and buying calls will tend to increase the Fund's exposure to the underlying instrument, and buying puts and writing calls will tend to decrease the Fund's exposure to the underlying instrument, or hedge other Fund investments. The maximum exposure to loss for any purchased options will be limited to the premium initially paid for the option. In all other cases, the face (or "notional") amount of each contract at value will reflect the maximum exposure of the Fund in these contracts, but the actual exposure will be limited to the change in value of the contract over the period the contract remains open. Risks may also arise if counterparties do not perform under the contract's terms ("credit risk") or if the Fund is unable to offset a contract with a counterparty on a timely basis ("liquidity risk"). Exchange-traded options have minimal credit risk as the exchanges act as counterparties to each transaction, and only present liquidity risk in highly unusual market conditions. To minimize credit and liquidity risks in over-the-counter option contracts, the Fund continuously monitors the creditworthiness of all its counterparties. At any particular time, except for purchased options, market or credit risk may involve amounts in excess of those reflected in the Fund's Statement of Assets and Liabilities. The Fund had no written option transactions during the period ended June 30, 2004. Securities lending The Fund may lend securities to certain qualified brokers who pay the Fund negotiated lender fees. The loans are collateralized at all times with cash or securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of delay of the loaned securities in recovery or even loss of rights in the collateral, should the borrower of the securities fail financially. At June 30, 2004, the Fund loaned securities having a market value of $18,010,356 collateralized by securities in the amount of $18,409,964. Securities lending expenses are paid by the Fund to the Adviser. Financial futures contracts The Fund may buy and sell financial futures contracts. Buying futures tends to increase the Fund's exposure to the underlying instrument. Selling futures tends to decrease the Fund's exposure to the underlying instrument or hedge other Fund's instruments. At the time the Fund enters into a financial futures contract, it is required to deposit with its custodian a specified amount of cash or U.S. government securities, known as "initial margin," equal to a certain percentage of the value of the financial futures contract being traded. Each day, the futures contract is valued at the official settlement price of the board of trade or U.S. commodities exchange on which it trades. Subsequent payments to and from the broker, known as "variation margin," are made on a daily basis as the market price of the financial futures contract fluctuates. Daily variation margin adjustments arising from this "mark to market" are recorded by the Fund as unrealized gains or losses. 24 When the contracts are closed, the Fund recognizes a gain or loss. Risks of entering into financial futures contracts include the possibility that there may be an illiquid market and/or that a change in the value of the contracts may not correlate with changes in the value of the underlying securities. In addition, the Fund could be prevented from opening or realizing the benefits of closing out financial futures positions because of position limits or limits on daily price fluctuation imposed by an exchange. For federal income tax purposes, the amount, character and timing of the Fund's gains and/or losses can be affected as a result of financial futures contracts. On June 30, 2004, the Fund had deposited $490,000 in a segregated account to cover margin requirements on open financial futures contracts. The Fund had the following financial futures contracts on June 30, 2004: NUMBER OF OPEN CONTRACTS CONTRACTS POSITION EXPIRATION DEPRECIATION ------------------------------------------------------------------------------ US TBond 50 Short SEPT 04 ($97,616) US TBond 50 Short SEPT 04 (103,475) 10YR TNote 275 Short SEPT 04 (354,270) ($555,361) Federal income taxes The Fund qualifies as a "regulated investment company" by complying with the applicable provisions of the Internal Revenue Code and will not be subject to federal income tax on taxable income that is distributed to shareholders. Therefore, no federal income tax provision is required. Dividends, interest and distributions Dividend income on investment securities is recorded on the ex-dividend date or, in the case of some foreign securities, on the date thereafter when the Fund identifies the dividend. Interest income on investment securities is recorded on the accrual basis. The Fund may place a debt obligation on non-accrual status and reduce related interest income by ceasing current accruals and writing off interest receivables when the collection of interest has become doubtful. Foreign income may be subject to foreign withholding taxes, which are accrued as applicable. The Fund records distributions to shareholders from net investment income and net realized gains on the ex-dividend date. Such distributions, on a tax basis, are determined in conformity with income tax regulations, which may differ from accounting principles generally accepted in the United States of America. Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund's financial statements as a return of capital. Use of estimates The preparation of these financial statements, in accordance with accounting principles generally accepted in the United States of America, incorporates estimates made by management in determining the reported amount of assets, liabilities, revenues and expenses of the Fund. Actual results could differ from these estimates. NOTE B Management fee and transactions with affiliates and others The Fund has an investment management contract with the Adviser. Under the investment management contract, the Fund pays a quarterly management fee to the Adviser equivalent, on an annual basis, to the sum of: (a) 0.65% of the 25 first $150,000,000 of the Fund's average daily net asset value and the value attributable to the Auction Preferred Shares (collectively, "managed assets"), (b) 0.375% of the next $50,000,000, (c) 0.350% of the next $100,000,000 and (d) 0.300% of the Fund's average daily managed assets in excess of $300,000,000. The Fund has an agreement with the Adviser to perform necessary tax, accounting and legal services for the Fund. The compensation for the period amounted to $35,099. The Fund also paid the Adviser the amount of $784 for certain publishing services, included in the printing fees. Mr. James A. Shepherdson is the director and/or officer of the Adviser and/or its affiliates, as well as Trustee of the Fund. The compensation of unaffiliated Trustees is borne by the Fund. The unaffiliated Trustees may elect to defer, for tax purposes, their receipt of this compensation under the John Hancock Group of Funds Deferred Compensation Plan. The Fund makes investments into other John Hancock funds, as applicable, to cover its liability for the deferred compensation. Investments to cover the Fund's deferred compensation liability are recorded on the Fund's books as an other asset. The deferred compensation liability and the related other asset are always equal and are marked to market on a periodic basis to reflect any income earned by the investments, as well as any unrealized gains or losses. The Deferred Compensation Plan investments had no impact on the operations of the Fund. 26 NOTE C Fund share transactions Common shares This listing illustrates the Fund common shares distributions reinvested, offering costs and underwriting discount charged to capital paid-in, reclassification of the capital accounts and the number of common shares outstanding at the beginning and end of the last two periods, along with the corresponding dollar value. YEAR ENDED 12-31-03 PERIOD ENDED 6-30-04 1 SHARES AMOUNT SHARES AMOUNT Beginning of period 8,015,867 $166,689,302 8,102,295 $167,056,970 Distributions reinvested 86,428 1,731,668 14,229 307,631 Offering costs and underwriting discount related to Auction Preferred Shares -- (1,067,800) -- -- Reclassification of capital accounts -- (296,200) -- -- End of period 8,102,295 $167,056,970 8,116,524 $167,364,601 1 Semiannual period from 1-1-04 through 6-30-04. Unaudited. Auction preferred shares The Fund issued a total of 3,440 Auction Preferred Shares: 1,720 shares of Series A Auction Preferred Shares and 1,720 shares of Series B Auction Preferred Shares (collectively, the "Preferred Shares" or APS") on November 4, 2003 in a public offering. The offering costs of $207,800 and the underwriting discount of $860,000 has been charged to capital paid-in of common shares. Dividends on the APS, which accrue daily, are cumulative at a rate that was established at the offering of the APS and has been reset every 7 days thereafter by an auction. Dividend rates on APS Series A ranged from 1.00% to 1.60% and on Series B from 1.00% to 1.49% during the period ended June 30, 2004. Accrued dividends on APS are included in the value of APS on the Fund's Statement of Assets and Liabilities. The APS are redeemable at the option of the Fund, at a redemption price equal to $25,000 per share, plus accumulated and unpaid dividends on any dividend payment date. The APS are also subject to mandatory redemption at a redemption price equal to $25,000 per share, plus accumulated and unpaid dividends, if the Fund is in default on its asset coverage requirements with respect to the APS as defined in the Fund's by-laws. If the dividends on the APS shall remain unpaid in an amount equal to two full years' dividends, the holders of the APS, as a class, have the right to elect a majority of the Board of Trustees. In general, the holders of the APS and the common shareholders have equal voting rights of one vote per share, except that the holders of the APS, as a class, vote to elect two members of the Board of Trustees, and separate class votes are required on certain matters that affect the respective interests of the APS and common shareholders. NOTE D Investment transactions Purchases and proceeds from sales or maturities of securities, other than short-term securities and obligations of the U.S. government, during the period ended June 30, 2004, aggregated 27 $136,899,114 and $136,083,041 respectively. Purchases and proceeds from maturities of obligations of U.S. government aggregated $24,478,486 and $26,097,550, respectively, during the period ended June 30, 2004. The cost of investments owned on June 30, 2004, including short-term investments, for federal income tax purposes, was $252,719,414. Gross unrealized appreciation and depreciation of investments aggregated $4,853,161 and $5,572,346, respectively, resulting in net unrealized depreciation of $719,185. The difference between book basis and tax basis net unrealized depreciation of investments is attributable primarily to the tax deferral of losses on certain sales of securities and amortization of premiums and accretion of discounts on debt securities. 28 INVESTMENT OBJECTIVE AND POLICY The Fund is a closed-end diversified management investment company, common shares of which were initially offered to the public on January 29, 1971, and are publicly traded on the New York Stock Exchange. The Fund's primary investment objective is to generate income for distribution to its shareholders, with capital appreciation as a secondary objective. The preponderance of the Fund's assets are invested in a diversified portfolio of debt securities, some of which may carry equity features. Up to 50% of the value of the Fund's assets may be invested in restricted securities acquired through direct placement. The Fund may also invest in repurchase agreements. The Fund may issue a single class of senior securities not to exceed 331/3% of the market or fair value of its net assets and may borrow from banks as a temporary measure for emergency purposes in amounts not to exceed 5% of its total assets taken at cost. The Fund may lend portfolio securities not to exceed 331/3% of total assets. BY-LAWS In November 2002, the Board of Trustees adopted several amendments to the Fund's by-laws, including provisions relating to the calling of a special meeting and requiring advance notice of shareholder proposals or nominees for Trustee. The advance notice provisions in the by-laws require shareholders to notify the Fund in writing of any proposal that they intend to present at an annual meeting of shareholders, including any nominations for Trustee, between 90 and 120 days prior to the first anniversary of the mailing date of the notice from the prior year's annual meeting of shareholders. The notification must be in the form prescribed by the by-laws. The advance notice provisions provide the Fund and its Trustees with the opportunity to thoughtfully consider and address the matters proposed before the Fund prepares and mails its proxy statement to shareholders. Other amendments set forth the procedures, which must be followed in order for a shareholder to call a special meeting of shareholders. Please contact the Secretary of the Fund for additional information about the advance notice requirements or the other amendments to the by-laws. On August 21, 2003, shareholders approved the amendment of the Fund's by-laws, effective August 26, 2003, to provide for the issuance of preferred shares. Effective March 9, 2004, the Trustees approved additional changes to conform the Fund's maximum dividend rate on the preferred shares with the rate used by other John Hancock funds. FINANCIAL FUTURES CONTRACTS AND OPTIONS The Fund may buy and sell financial futures contracts and options on futures contracts to hedge against the effects of fluctuations in interest rates and other market conditions. The Fund's ability to hedge successfully will depend on the Adviser's ability to predict accurately the future direction of interest rate changes and other market factors. There is no assurance that a liquid market for futures and options will always exist. In addition, the Fund could be prevented from opening, or realizing the benefits of closing out, a futures or options position because of position limits or limits on daily price fluctuations imposed by an exchange. The Fund will not engage in transactions in futures contracts and options on futures for speculation, but only for hedging or other permissible risk management purposes. All of the Fund's futures contracts and options on futures will be traded on a U.S. commodity exchange or board of trade. The Fund will not engage in a transaction in futures or options on futures if, immediately thereafter, the sum of initial margin deposits on existing positions and premiums paid for options on futures would exceed 5% of the Fund's total assets. 29 DIVIDENDS AND DISTRIBUTIONS The Fund pays quarterly dividends from net investment income and intends to distribute any available net realized capital gains annually. All distributions are paid in cash unless the shareholder elects to participate in the Dividend Reinvestment Plan. During the period ended June 30, 2004, the Fund paid to shareholders dividends from net investment income totaling $0.83 per share. The dates of payment and the amounts per share are as follows: INCOME PAYMENT DATE DIVIDEND ------------------------------------ March 31, 2004 $0.41 June 30, 2004 0.42 DIVIDEND REINVESTMENT PLAN The Fund offers its common shareholders a Dividend Reinvestment Plan (the "Plan"), which offers the opportunity to earn compounded yields. Any holder of common shares of record of the Fund may elect to participate in the Plan and receive the Fund's common shares in lieu of all or a portion of the cash dividends. The Plan is available to all common shareholders without charge. Mellon Investor Services (the "Plan Agent") will act as agent for participating shareholders. Shareholders may join the Plan by notifying the Plan Agent by telephone, in writing or by visiting the Plan Agent's Web site at www.melloninvestor.com showing an election to reinvest all or a portion of dividend payments. If received in proper form by the Plan Agent prior to the record date for a dividend, the election will be effective with respect to all dividends paid after such record date. Shareholders whose shares are held in the name of a broker or nominee should contact the broker or nominee to determine whether and how they may participate in the Plan. The Board of Trustees of the Fund will declare dividends from net investment income payable in cash or, in the case of shareholders participating in the Plan, partially or entirely in the Fund's common shares. The number of shares to be issued for the benefit of each shareholder will be determined by dividing the amount of the cash dividend otherwise payable to such shareholder on shares included under the Plan, by the per share net asset value of the common shares on the date for payment of the dividend, unless the net asset value per share on the payment date is less than 95% of the market price per share on that date, in which event the number of shares to be issued to a shareholder will be determined by dividing the amount of the cash dividend payable to such shareholder by 95% of the market price per share of the common shares on the payment date. The market price of the common shares on a particular date shall be the mean between the highest and lowest sales price on the New York Stock Exchange on that date. Net asset value will be determined in accordance with the established procedures of the Fund. However, if as of such payment date the market price of the common shares is lower than such net asset value per share, the number of shares to be issued will be determined on the basis of such market price. Fractional shares, carried out to four decimal places, will be credited to the shareholder's account. Such fractional shares will be entitled to future dividends. The shares issued to participating shareholders, including fractional shares, will be held by the Plan Agent in the name of the participant. A confirmation will be sent to each shareholder promptly, normally within seven days, after the payment date of the dividend. The confirmation will show the total number of shares held by such shareholder before and after the dividend, the amount of the most recent cash dividend that the shareholder has elected to reinvest and the number of shares acquired with such dividend. 30 Participation in the Plan may be terminated at any time by contacting the Plan Agent by telephone, in writing or by visiting the Plan Agent's Web site, and such termination will be effective immediately. However, notice of termination must be received prior to the record date of any distribution to be effective for that distribution. Upon termination, certificates will be issued representing the number of full shares of common shares held by the Plan Agent. A shareholder will receive a cash payment for any fractional share held. The reinvestment of dividends will not relieve participants of any federal, state or local income tax, which may be due with respect to such dividend. Dividends reinvested in common shares will be treated on your federal income tax return as though you had received a dividend in cash in an amount equal to the fair market value of the shares received, as determined by the prices for shares of the Fund on the New York Stock Exchange as of the dividend payment date. Distributions from the Fund's long-term capital gains will be processed as noted above for those electing to reinvest in common shares and will be taxable to you as long-term capital gains. The confirmation referred to above will contain all the information you will require for determining the cost basis of shares acquired and should be retained for that purpose. At year end, each account will be supplied with detailed information necessary to determine total tax liability for the calendar year. All correspondence or additional information concerning the Plan should be directed to the Plan Agent, Mellon Bank, N.A., c/o Mellon Investor Services, P.O. Box 3338, South Hackensack, New Jersey 07606-1938 (telephone 1-800-852-0218). SHAREHOLDER COMMUNICATION AND ASSISTANCE If you have any questions concerning the Fund, we will be pleased to assist you. If you hold shares in your own name and not with a brokerage firm, please address all notices, correspondence, questions or other communications regarding the Fund to the transfer agent at: Mellon Investor Services 85 Challenger Road Overpeck Centre Ridgefield Park, NJ 07660 Telephone: 1-800-852-0218 If your shares are held with a brokerage firm, you should contact that firm, bank or other nominee for assistance. 31 SHAREHOLDER MEETING On March 18, 2004, the Annual Meeting of the Fund was held to elect eight Trustees and to ratify the actions of the Trustees in selecting independent auditors for the Fund. Proxies covering 6,873,907 shares of beneficial interest were voted at the meeting. The common shareholders elected the following Trustees to serve until their respective successors are duly elected and qualified, (there were no current nominees for election by the preferred shareholders), with the votes tabulated as follows: WITHHELD FOR AUTHORITY ----------------------------------------------------------- Dennis S. Aronowitz 6,733,301 137,167 Richard P. Chapman, Jr. 6,737,934 132,834 William J. Cosgrove 6,737,110 133,658 Richard A. Farrell 6,739,140 131,628 William F. Glavin 6,697,499 173,269 Maureen Ford Goldfarb 6,737,080 133,688 Patti McGill Peterson 6,685,609 185,159 John W. Pratt 6,737,046 133,722 The shareholders also ratified the Trustees' selection of PricewaterhouseCoopers LLP, as the Fund's independent auditors for the fiscal year ending December 31, 2004, with the votes tabulated as follows: 6,723,191 FOR, 61,219 AGAINST and 89,497 ABSTAINING. 32 FOR YOUR INFORMATION TRUSTEES Charles L. Ladner, Chairman* Dennis S. Aronowitz Richard P. Chapman, Jr. William J. Cosgrove Richard A. Farrell William F. Glavin* Dr. John A. Moore* Patti McGill Peterson* John W. Pratt James A. Shepherdson *Members of the Audit Committee OFFICERS James A. Shepherdson President and Chief Executive Officer Richard A. Brown Senior Vice President and Chief Financial Officer Susan S. Newton Senior Vice President and Secretary William H. King Vice President and Treasurer INVESTMENT ADVISER John Hancock Advisers, LLC 101 Huntington Avenue Boston, Massachusetts 02199-7603 CUSTODIAN The Bank of New York One Wall Street New York, New York 10286 TRANSFER AGENT AND REGISTRAR Mellon Investor Services 85 Challenger Road Overpeck Centre Ridgefield Park, New Jersey 07660 TRANSFER AGENT FOR APS Deutsche Bank Trust Company Americas 280 Park Avenue New York, New York 10017 LEGAL COUNSEL Wilmer Cutler Pickering Hale and Dorr LLP 60 State Street Boston, Massachusetts 02109-1803 STOCK SYMBOL Listed New York Stock Exchange: JHI For shareholder assistance refer to page 31 HOW TO CONTACT US On the Internet www.jhfunds.com By regular mail Mellon Investor Services 85 Challenger Road Overpeck Centre Ridgefield Park, NJ 07660 Customer service representatives 1-800-852-0218 Portfolio commentary 1-800-344-7054 24-hour automated information 1-800-843-0090 TDD Line 1-800-231-5469 The Fund's proxy voting policies and procedures are available without charge, upon request: By phone 1-800-225-5291 On the Fund's Web site www.jhfunds.com/proxy On the SEC's Web site www.sec.gov 33 [A 1 1/2" x 1/2" John Hancock (Signature) logo in upper left hand corner. A tag line below reads "JOHN HANCOCK FUNDS."] 1-800-852-0218 1-800-843-0090 1-800-231-5469 (TDD) www.jhfunds.com --------------- PRESORTED STANDARD U. S. POSTAGE PAID MIS --------------- P50SA 6/04 8/04 ITEM 2. CODE OF ETHICS. Not applicable at this time. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. Not applicable at this time. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Not applicable at this time. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable. ITEM 6. SCHEDULE OF INVESTMENTS. Not applicable. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 8. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. Not applicable. ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. (a) The registrant has adopted procedures by which shareholders may recommend nominees to the registrant's Board of Trustees. A copy of the procedures is filed as an exhibit to this Form N-CSR. See attached "John Hancock Funds - Administration Committee Charter". ITEM 10. CONTROLS AND PROCEDURES. (a) Based upon their evaluation of the registrant's disclosure controls and procedures as conducted within 90 days of the filing date of this Form N-CSR, the registrant's principal executive officer and principal financial officer have concluded that those disclosure controls and procedures provide reasonable assurance that the material information required to be disclosed by the registrant on this report is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. (c) There were no changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 11. EXHIBITS. (a)(1) Separate certifications for the registrant's principal executive officer and principal financial officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2(a) under the Investment Company Act of 1940, are attached. (b)(1) Separate certifications for the registrant's principal executive officer and principal financial officer, as required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and Rule 30a-2(b) under the Investment Company Act of 1940, are attached. The certifications furnished pursuant to this paragraph are not deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. Such certifications are not deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Registrant specifically incorporates them by reference. (c)(1) Submission of Matters to a Vote of Security Holders is attached. See attached "John Hancock Funds - Administration Committee Charter". (c)(2) Contact person at the registrant. 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. John Hancock Investors Trust By: ------------------------------ James A. Shepherdson President and Chief Executive Officer Date: August 25, 2004 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: ------------------------------- James A. Shepherdson President and Chief Executive Officer Date: August 25, 2004 By: ----------------------- Richard A. Brown Senior Vice President and Chief Financial Officer Date: August 25, 2004