UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number

811-21311

 

PIMCO High Income Fund

(Exact name of registrant as specified in charter)

 

1345 Avenue of the Americas, New York, NY

 

10105

(Address of principal executive offices)

 

(Zip code)

 

Lawrence G. Altadonna - 1345 Avenue of the Americas, New York, NY 10105

(Name and address of agent for service)

 

Registrant’s telephone number, including area code:

212-739-3371

 

 

Date of fiscal year end:

March 31, 2009

 

 

Date of reporting period:

September 30, 2008

 

 

Form N-CSRS is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSRS in its regulatory, disclosure review, inspection, and policymaking roles.

 

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSRS unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

 



 

ITEM 1. REPORT TO SHAREHOLDERS

 

 

 

Contents

 

 

 

 

 

 

 

Letter to Shareholders

 

1

 

 

 

 

 

Fund Insights/Performance & Statistics

 

2

 

 

 

 

 

Schedule of Investments

 

3-13

 

 

 

 

 

Statement of Assets and Liabilities

 

14

 

 

 

 

 

Statement of Operations

 

15

 

 

 

 

 

Statement of Changes in Net Assets

 

16

 

 

 

 

 

Notes to Financial Statements

 

17-26

 

 

 

 

 

Financial Highlights

 

27

 

 

 

 

 

Matters Relating to the Trustees’ Consideration of the Investment Management & Portfolio Management Agreements

 

28-29

 

 

 

 

 

Board of Trustees Information/Subsequent Events/Proxy Voting Policies & Procedures

 

30

 

 

 

 

 

 

 

 

 

 

 


 

PIMCO High Income Fund Letter to Shareholders

 

November 25, 2008

 

 

Dear Shareholder:

 

We are pleased to provide you with the semi-annual report of the PIMCO High Income Fund (the “Fund”) for the six-month period ended September 30, 2008.

 

The U.S. bond market weakened during the reporting period as sub-prime mortgage exposure led to instability among banking institutions and tight credit throughout the economy. In this environment, investors shunned all but the safest of U.S. government securities. Higher-income U.S. bonds underperformed the broad bond market. The Merrill Lynch U.S. High Yield Index returned (7.36)% during the period, compared with the Lehman Brothers Aggregate Bond Index return of (1.50)%.

 

On November 19, 2008 and November 25, 2008, the Fund’s Board of Trustees approved the redemption at par of a portion of the Fund’s Auction Rate Preferred Shares (“ARPS”) beginning December 8, 2008 and December 15, 2008, respectively. The decision to partially redeem the Fund’s ARPS was made due in part to the current market environment of unparalleled liquidity constraints and resulting market imbalances. The press release that includes further information on the Fund’s planned partial redemption is available at www.allianzinvestors.com/closedendfunds.

 

For performance and specific information on the Fund please refer to the following pages. If you have any questions regarding the information provided, we encourage you to contact your financial advisor or call the Fund’s shareholder servicing agent at (800) 331-1710. In addition, a wide range of information and resources is available on our Web site, www.allianzinvestors.com/closedendfunds.

 

Together with Allianz Global Investors Fund Management LLC, the Fund’s investment manager, and Pacific Investment Management Company LLC, the Fund’s sub-adviser, we thank you for investing with us.

 

We remain dedicated to serving your financial needs.

 

Sincerely,

 

 

 

Hans W. Kertess

Brian S. Shlissel

Chairman

President & Chief Executive Officer

 

 

9.30.08 | PIMCO High Income Fund Semi-Annual Report

1

 


 

PIMCO High Income Fund Fund Insights/Performance & Statistics

September 30, 2008 (unaudited)

 

·

For the six-month period ended September 30, 2008, the Fund had a net asset value (“NAV”) return of (19.78%) and a market price return of (22.13%).

·

An emphasis on high-grade holdings within the finance sector was a significant detriment to relative performance, as the sector came under heavy pressure during the six-month period.

·

Security selection in the energy sector weighed on performance relative to the index, as gas distribution companies underperformed the broader index.

·

Minimal weighting to the building products sector hurt returns as the sector significantly outpaced the overall high-yield market.

·

A relatively small weighting to the gaming sector was a strong positive contributor to relative performance, as the industry category underperformed significantly.

·

A focus on the healthcare sector, which remained relatively resilient throughout the volatile period, was a noteworthy positive for Fund performance.

·

Security selection within consumer cyclicals, where auto parts and equipment outperformed the broader sector, added to returns.

·

An undersized weight to double B-rated bonds relative to single B-rated issues affected performance as higher quality significantly outperformed during the six-month period.

 

Total Return(1):

 

Market Price

 

Net Asset Value (“NAV”)

 

Six months

 

(22.13

)%

 

(19.78

)%

 

1 year

 

(27.43

)%

 

(27.00

)%

 

5 year

 

3.51

%

 

2.00

%

 

Commencement of Operations (4/30/03) to 9/30/08

 

2.54

%

 

3.03

%

 

 

Market Price/NAV Performance:

Market Price/NAV:

 

 

 

Commencement of Operations (4/30/03) to 9/30/08

Market Price

 

$8.54

 

 NAV

NAV

 

$8.46

 

 Market Price

Premium to NAV

 

0.95%

 

 

Market Price Yield(2)

 

16.42%

 


Moody’s Ratings
(as a % of total investments)

 

 

(1) Past performance is no guarantee of future results. Returns are calculated by determining the percentage change in net asset value or market share price (as applicable) in the period covered. The calculation assumes that all of the Fund’s income dividends and capital gain distributions have been reinvested. Total return does not reflect broker commissions or sales charges. Total return for a period of less than one year is not annualized. Total return for a period of more than one year represents the average annual total return.

 

The Fund’s performance at market price will differ from its results at NAV. Although market price returns typically reflect investment results over time, during shorter periods returns at market price can also be influenced by factors such as changing views about the Fund, market conditions, supply and demand for the Fund’s shares, or changes in Fund distributions.

 

An investment in the Fund involves risk, including the loss of principal. Investment return, price, yield and net asset value will fluctuate with changes in market conditions. This data is provided for information only and is not intended for trading purposes. Closed-end funds, unlike open-end funds, are not continuously offered. There is a one-time public offering and once issued, shares of closed-end funds are sold in the open market through a stock exchange. Net asset value is equal to total assets applicable to common shareholders less total liabilities divided by the number of common shares outstanding. Holdings are subject to change daily.

 

(2) Market Price Yield is determined by dividing the annualized current monthly per share dividend (comprised of net investment income) to common shareholders by the market price per common share at September 30, 2008.

 

2

PIMCO High Income Fund Semi-Annual Report | 9.30.08

 

 

 


 

PIMCO High Income Fund Schedule of Investments

September 30, 2008 (unaudited)

Principal
Amount
(000)

 

 

 

 

Credit Rating (Moody’s/S&P)

 

Value

 

CORPORATE BONDS & NOTES – 84.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

Airlines – 1.1%

 

 

 

 

 

$8,760

 

American Airlines, Inc., 8.608%, 10/1/12

 

Ba3/BB-

 

$7,227,000

 

 

 

Continental Airlines, Inc.,

 

 

 

 

 

11,244

 

6.92%, 4/2/13 (a) (b) (g)

 

NR/NR

 

10,245,361

 

3,732

 

7.373%, 6/15/17

 

Ba1/BB

 

2,798,880

 

80

 

United Air Lines, Inc., 6.602%, 3/1/15

 

Ba2/BBB

 

77,565

 

 

 

 

 

 

 

20,348,806

 

Automotive – 3.9%

 

 

 

 

 

 

 

Allison Transmission (a) (d),

 

 

 

 

 

14,500

 

11.00%, 11/1/15

 

Caa1/B-

 

12,687,500

 

2,400

 

11.25%, 11/1/15, PIK

 

Caa1/B-

 

1,980,000

 

 

 

ArvinMeritor, Inc.,

 

 

 

 

 

5,300

 

8.125%, 9/15/15

 

B2/B

 

4,107,500

 

18,700

 

8.75%, 3/1/12

 

B2/B

 

15,801,500

 

1,000

 

Cooper-Standard Automotive, Inc., 8.375%, 12/15/14

 

Caa1/CCC+

 

635,000

 

 

 

Ford Motor Co.,

 

 

 

 

 

5,000

 

7.125%, 11/15/25

 

Caa1/CCC

 

2,000,000

 

10,350

 

7.45%, 7/16/31

 

Caa1/CCC

 

4,502,250

 

5,900

 

7.50%, 8/1/26

 

Caa1/CCC

 

2,478,000

 

5,000

 

9.215%, 9/15/21

 

Caa1/CCC

 

2,400,000

 

 

 

General Motors Corp.,

 

 

 

 

 

4,000

 

8.10%, 6/15/24

 

Caa2/B-

 

1,540,000

 

1,300

 

8.25%, 7/15/23

 

Caa2/B-

 

516,750

 

3,000

 

8.80%, 3/1/21

 

Caa2/B-

 

1,155,000

 

20,000

 

9.40%, 7/15/21

 

Caa2/B-

 

8,200,000

 

5,596

 

Goodyear Tire & Rubber Co., 9.00%, 7/1/15

 

Ba3/BB-

 

5,568,020

 

 

 

Tenneco Automotive, Inc.,

 

 

 

 

 

2,000

 

8.125%, 11/15/15

 

B2/BB-

 

1,720,000

 

3,823

 

8.625%, 11/15/14

 

B3/B

 

3,058,400

 

4,284

 

10.25%, 7/15/13

 

Ba3/BB

 

4,423,230

 

 

 

 

 

 

 

72,773,150

 

Building/Construction – 0.4%

 

 

 

 

 

11,985

 

Ahern Rentals, Inc., 9.25%, 8/15/13

 

B3/B+

 

6,052,425

 

€2,000

 

Grohe Holding GmbH, 8.625%, 10/1/14

 

B3/CCC+

 

2,071,859

 

 

 

 

 

 

 

8,124,284

 

Chemicals – 1.5%

 

 

 

 

 

$3,808

 

ARCO Chemical Co., 9.80%, 2/1/20

 

B3/B-

 

2,303,840

 

20,925

 

Ineos Group Holdings PLC, 8.50%, 2/15/16 (a) (d)

 

B3/B-

 

11,404,125

 

15,300

 

Nalco Co., 8.875%, 11/15/13

 

B3/B

 

15,338,250

 

 

 

 

 

 

 

29,046,215

 

Commercial Products – 1.3%

 

 

 

 

 

28,910

 

Hertz Corp., 8.875%, 1/1/14

 

B1/BB-

 

25,079,425

 

Computer Services – 2.8%

 

 

 

 

 

27,370

 

First Data Corp., 9.875%, 9/24/15 (a) (d)

 

B3/B

 

21,519,662

 

 

 

SunGard Data Systems, Inc.,

 

 

 

 

 

19,056

 

9.125%, 8/15/13

 

Caa1/B

 

17,245,680

 

17,000

 

10.25%, 8/15/15

 

Caa1/B-

 

14,832,500

 

 

 

 

 

 

 

53,597,842

 

Consumer Products – 0.7%

 

 

 

 

 

16,400

 

NPC International, Inc., 9.50%, 5/1/14

 

Caa1/CCC+

 

13,530,000

 

 

 

 

 

 

 

 

 

 

 

| 9.30.08 | PIMCO High Income Fund Semi-Annual Report

3

 


 

PIMCO High Income Fund Schedule of Investments

September 30, 2008 (unaudited) (continued)

Principal
Amount
(000)

 

 

 

 

Credit Rating (Moody’s/S&P)

 

Value

 

 

 

 

 

 

 

 

 

Containers & Packaging – 0.5%

 

 

 

 

 

 

 

Berry Plastics Holding Corp.,

 

 

 

 

 

$1,000

 

7.541%, 2/15/15, FRN

 

B1/B+

 

$895,000

 

9,700

 

8.875%, 9/15/14

 

Caa1/CCC+

 

7,614,500

 

1,700

 

10.25%, 3/1/16

 

Caa2/CCC

 

1,130,500

 

 

 

 

 

 

 

9,640,000

 

Electronics – 1.3%

 

 

 

 

 

9,200

 

Sanmina-SCI Corp., 8.125%, 3/1/16

 

B3/B-

 

7,866,000

 

20,375

 

Sensata Technologies BV, 8.00%, 5/1/14

 

Caa1/B-

 

17,318,750

 

 

 

 

 

 

 

25,184,750

 

Energy – 0.5%

 

 

 

 

 

9,120

 

Enterprise Products Operating L.P., 8.375%, 8/1/66, FRN

 

Ba1/BB

 

8,460,989

 

Financial Services – 18.1%

 

 

 

 

 

28,750

 

AES Ironwood LLC, 8.857%, 11/30/25

 

B1/B+

 

28,894,247

 

7,509

 

AES Red Oak LLC, 8.54%, 11/30/19

 

B1/BB-

 

7,508,531

 

20,125

 

American Express Co., 7.00%, 3/19/18

 

A1/A+

 

17,791,245

 

 

 

American International Group, Inc.,

 

 

 

 

 

€3,500

 

5.112%, 4/26/11

 

NR/NR

 

2,988,958

 

$6,800

 

8.175%, 5/15/58, FRN (a) (d)

 

Baa1/BBB

 

1,089,516

 

34,675

 

8.25%, 8/15/18 (a) (d)

 

A3/AA-

 

20,172,701

 

 

 

Bank of America Corp., FRN (i),

 

 

 

 

 

18,750

 

8.00%, 1/30/18

 

A1/A

 

14,860,875

 

10,435

 

8.125%, 5/15/18

 

A1/A

 

8,443,898

 

11,300

 

Barclays Bank PLC, 7.70%, 4/25/18, FRN (a) (d) (i)

 

Aa2/A+

 

9,958,532

 

 

 

Bear Stearns Cos., Inc., FRN,

 

 

 

 

 

500

 

2.927%, 5/18/10

 

Aa2/AA-

 

490,038

 

1,050

 

3.029%, 1/31/11

 

Aa2/NR

 

1,026,377

 

5,000

 

Buffalo Thunder Development Authority, 9.375%, 12/15/14 (a) (d)

 

B2/B

 

2,125,000

 

1,300

 

Caelus Re Ltd., 9.061%, 6/7/11, FRN (a) (d)

 

NR/BB+

 

1,267,485

 

7,700

 

Chukchansi Economic Development Authority, 8.00%, 11/15/13 (a) (d)

 

B2/B+

 

6,198,500

 

37,175

 

Citigroup, Inc., 8.40%, 4/30/18, FRN (i)

 

A2/A

 

25,350,004

 

 

 

Ford Motor Credit Co. LLC,

 

 

 

 

 

81,805

 

8.00%, 12/15/16

 

B1/B-

 

51,790,173

 

6,000

 

12.00%, 5/15/15

 

B1/B

 

4,584,504

 

35,270

 

General Motors Acceptance Corp. LLC, 8.00%, 11/1/31

 

B3/B-

 

13,309,805

 

5,000

 

Goldman Sachs Group, Inc., 6.15%, 4/1/18

 

Aa3/AA-

 

4,164,630

 

5,000

 

HBOS PLC, 6.75%, 5/21/18 (a) (d)

 

Aa3/A

 

4,196,600

 

 

 

JET Equipment Trust (a) (d) (f) (g),

 

 

 

 

 

91

 

7.63%, 12/15/15

 

NR/NR

 

342

 

245

 

10.00%, 12/15/13

 

NR/NR

 

193,892

 

2,050

 

JPMorgan Chase & Co., 7.90%, 4/30/18, FRN (i)

 

A1/A

 

1,730,469

 

18,445

 

KRATON Polymers LLC, 8.125%, 1/15/14

 

Caa1/CCC-

 

10,790,325

 

 

 

Lehman Brothers Holdings, Inc. (f),

 

 

 

 

 

10,400

 

2.778%, 5/25/10, FRN

 

B3/NR

 

1,352,000

 

500

 

6.625%, 1/18/12

 

B3/NR

 

65,000

 

4,500

 

7.50%, 5/11/38

 

Caa2/NR

 

22,500

 

3,150

 

MUFG Capital Finance I Ltd., 6.346%, 7/25/16, FRN (i)

 

A2/BBB+

 

2,385,999

 

3,705

 

NSG Holdings LLC, 7.75%, 12/15/25 (a) (d)

 

Ba2/BB

 

3,538,275

 

10,025

 

Nuveen Investments, Inc., 10.50%, 11/15/15 (a) (d)

 

B3/B-

 

7,769,375

 

2,000

 

Residential Reinsurance Ltd., 9.561%, 6/6/11, FRN (a) (d)

 

NR/BB

 

2,024,412

 

£2,347

 

Royal Bank of Scotland PLC, 9.644%, 4/6/11, FRN (g)

 

NR/NR

 

3,718,461

 

 

 

 

 

 

 

 

 

 

4

PIMCO High Income Fund Semi-Annual Report | 9.30.08 |

 

 

 


 

PIMCO High Income Fund Schedule of Investments

September 30, 2008 (unaudited) (continued)

Principal
Amount
(000)

 

 

 

 

Credit Rating (Moody’s/S&P)

 

Value

 

 

 

 

 

 

 

 

 

Financial Services (continued)

 

 

 

 

 

$2,500

 

SMFG Preferred Capital Ltd., 9.50%, 7/25/18, FRN (a) (d) (i)

 

A2/BBB+

 

$2,387,082

 

21,203

 

Universal City Development Partners Ltd., 11.75%, 4/1/10

 

B1/B+

 

20,540,406

 

8,030

 

Universal City Florida Holding Co., 8.375%, 5/1/10

 

B3/B-

 

7,789,100

 

 

 

UPC Holding BV,

 

 

 

 

 

€1,200

 

7.75%, 1/15/14

 

B3/B-

 

1,369,534

 

€10,200

 

8.625%, 1/15/14

 

B3/B-

 

11,963,406

 

$36,100

 

Wachovia Corp., 7.98%, 3/15/18, FRN (i)

 

A3/A-

 

15,107,489

 

3,825

 

Wells Fargo Capital XIII, 7.70%, 3/26/13, FRN (i)

 

Aa2/AA-

 

3,338,077

 

19,450

 

Wells Fargo Capital XV, 9.75%, 9/26/13, FRN (i)

 

Aa2/AA-

 

18,884,647

 

 

 

 

 

 

 

341,182,410

 

Food – 1.6%

 

 

 

 

 

5,500

 

American Stores Co., 8.00%, 6/1/26

 

B1/B+

 

5,173,394

 

1

 

Dole Foods Co., Inc., 8.875%, 3/15/11

 

Caa1/B-

 

687

 

24,925

 

Ingles Markets, Inc., 8.875%, 12/1/11

 

B2/B+

 

25,111,937

 

 

 

 

 

 

 

30,286,018

 

Food Services – 0.8%

 

 

 

 

 

16,025

 

ARAMARK Corp., 8.50%, 2/1/15

 

B3/B

 

15,143,625

 

Healthcare & Hospitals – 8.2%

 

 

 

 

 

 

 

Biomet, Inc.,

 

 

 

 

 

6,015

 

10.375%, 10/15/17, PIK

 

B3/B-

 

5,984,925

 

39,125

 

11.625%, 10/15/17

 

Caa1/B-

 

39,516,250

 

33,900

 

Community Health Systems, Inc., 8.875%, 7/15/15

 

B3/B

 

32,374,500

 

 

 

HCA, Inc.,

 

 

 

 

 

12,631

 

7.19%, 11/15/15

 

Caa1/B-

 

10,146,887

 

6,200

 

7.50%, 12/15/23

 

Caa1/B-

 

4,565,308

 

355

 

7.58%, 9/15/25

 

Caa1/B-

 

262,863

 

2,900

 

8.36%, 4/15/24

 

Caa1/B-

 

2,258,636

 

3,994

 

8.75%, 9/1/10

 

Caa1/B-

 

3,954,060

 

21,302

 

9.00%, 12/15/14

 

Caa1/B-

 

19,441,036

 

15,350

 

9.25%, 11/15/16

 

B2/BB-

 

14,966,250

 

14,450

 

9.625%, 11/15/16, PIK

 

B2/BB-

 

13,763,625

 

8,425

 

United Surgical Partners International, Inc., 8.875%, 5/1/17

 

Caa1/CCC+

 

7,119,125

 

 

 

 

 

 

 

154,353,465

 

Hotels/Gaming – 1.1%

 

 

 

 

 

16,179

 

Harrah’s Operating Co., Inc., 10.75%, 2/1/16 (a) (d)

 

Caa1/B+

 

8,332,185

 

8,779

 

Mandalay Resort Group, 9.375%, 2/15/10

 

B1/B+

 

8,120,575

 

 

 

MGM Mirage, Inc.,

 

 

 

 

 

1,500

 

6.00%, 10/1/09

 

Ba2/BB

 

1,410,000

 

275

 

8.375%, 2/1/11

 

B1/B+

 

226,188

 

3,821

 

Station Casinos, Inc., 7.75%, 8/15/16

 

B3/B-

 

2,091,997

 

 

 

 

 

 

 

20,180,945

 

Machinery – 0.1%

 

 

 

 

 

2,600

 

Chart Industries, Inc., 9.125%, 10/15/15

 

B3/B+

 

2,678,000

 

Manufacturing – 0.3%

 

 

 

 

 

5,000

 

Bombardier, Inc., 6.75%, 5/1/12 (a) (d)

 

Ba2/BB+

 

4,825,000

 

Metals & Mining – 0.4%

 

 

 

 

 

8,305

 

Freeport-McMoRan Copper & Gold, Inc., 8.375%, 4/1/17

 

Ba2/BBB-

 

8,192,642

 

Miscellaneous – 2.0%

 

 

 

 

 

39,726

 

Dow Jones CDX U.S. High Yield, 8.375%, 12/29/11 (a) (d) (h) (j)

 

B3/NR

 

37,987,701

 

 

 

 

 

 

 

 

 

 

 

 

| 9.30.08 | PIMCO High Income Fund Semi-Annual Report

5

 


 

PIMCO High Income Fund Schedule of Investments

September 30, 2008 (unaudited) (continued)

Principal
Amount
(000)

 

 

 

 

Credit Rating (Moody’s/S&P)

 

Value

 

 

 

 

 

 

 

 

 

Multi-Media – 5.0%

 

 

 

 

 

$5,600

 

Cablevision Systems Corp., 8.00%, 4/15/12

 

B2/B+

 

$5,292,000

 

40,500

 

CCO Holdings LLC, 8.75%, 11/15/13

 

Caa1/CCC

 

35,437,500

 

10,000

 

Charter Communications Holdings I LLC, 11.00%, 10/1/15

 

Caa3/CCC

 

6,650,000

 

6,325

 

Charter Communications Operating LLC, 8.375%, 4/30/14 (a) (d)

 

B3/B-

 

5,613,437

 

 

 

CSC Holdings, Inc.,

 

 

 

 

 

4,475

 

7.625%, 7/15/18

 

B1/BB

 

3,915,625

 

4,485

 

7.875%, 2/15/18

 

B1/BB

 

3,969,225

 

4,975

 

8.50%, 6/15/15 (a) (d)

 

B1/BB

 

4,645,406

 

€6,045

 

Lighthouse International Co. S.A., 8.00%, 4/30/14 (a) (d)

 

B2/BB-

 

5,179,578

 

$7,000

 

Nielsen Finance LLC, 10.00%, 8/1/14

 

Caa1/B-

 

6,685,000

 

7,895

 

Rogers Cable, Inc., 8.75%, 5/1/32

 

Baa3/BBB-

 

8,898,139

 

4,750

 

Unity Media GmbH, 10.375%, 2/15/15 (a) (d)

 

Caa1/B-

 

4,536,250

 

4,020

 

Videotron Ltee, 9.125%, 4/15/18 (a) (d)

 

Ba2/BB-

 

4,080,300

 

 

 

 

 

 

 

94,902,460

 

Oil & Gas – 6.1%

 

 

 

 

 

16,500

 

Dynegy Holdings, Inc., 8.375%, 5/1/16

 

B2/B

 

14,437,500

 

10,325

 

Dynergy-Roseton Danskammer, Inc., 7.67%, 11/8/16

 

Ba3/B

 

9,369,938

 

 

 

El Paso Corp.,

 

 

 

 

 

26,000

 

7.80%, 8/1/31

 

Ba3/BB-

 

21,991,424

 

27,850

 

8.05%, 10/15/30

 

Ba3/BB-

 

24,243,592

 

3,000

 

Enbridge Energy Partners L.P., 8.05%, 10/1/37, FRN

 

Baa3/BB+

 

2,546,400

 

13,675

 

Ferrellgas L.P., 8.75%, 6/15/12

 

B2/B-

 

11,760,500

 

5,000

 

Kinder Morgan, Inc., 6.50%, 9/1/12

 

Ba1/BB

 

4,737,500

 

7,000

 

OPTI Canada, Inc., 8.25%, 12/15/14

 

B1/BB+

 

6,300,000

 

 

 

SandRidge Energy, Inc. (a) (d),

 

 

 

 

 

7,500

 

8.00%, 6/1/18

 

B3/B-

 

6,487,500

 

12,025

 

8.625%, 4/1/15, PIK

 

B3/B-

 

10,822,500

 

15,460

 

SemGroup L.P., 8.75%, 11/15/15 (a) (d) (f)

 

NR/NR

 

1,623,300

 

1,099

 

Williams Cos., Inc., 7.875%, 9/1/21

 

Baa3/BB+

 

1,100,201

 

 

 

 

 

 

 

115,420,355

 

Paper/Paper Products – 3.0%

 

 

 

 

 

8,750

 

Cascades, Inc., 7.25%, 2/15/13

 

Ba3/B+

 

6,868,750

 

 

 

Georgia-Pacific LLC,

 

 

 

 

 

1,750

 

7.125%, 1/15/17 (a) (d)

 

Ba3/BB-

 

1,570,625

 

27,775

 

8.00%, 1/15/24

 

B2/B+

 

24,580,875

 

16,585

 

8.875%, 5/15/31

 

B2/B+

 

14,511,875

 

10,550

 

Verso Paper Holdings LLC, 9.125%, 8/1/14

 

B2/B+

 

9,125,750

 

 

 

 

 

 

 

56,657,875

 

Printing/Publishing – 1.3%

 

 

 

 

 

1,000

 

Dex Media, Inc., 8.00%, 11/15/13

 

B2/B-

 

465,000

 

7,706

 

Dex Media West LLC, 9.875%, 8/15/13

 

B1/B+

 

4,796,985

 

1,000

 

Hollinger, Inc., 11.875%, 3/1/11 (a) (b) (d) (f) (g)

 

NR/NR

 

200,369

 

42,900

 

RH Donnelley Corp., 8.875%, 1/15/16

 

B3/B-

 

14,800,500

 

6,100

 

TL Acquisitions, Inc., 10.50%, 1/15/15 (a) (d)

 

Caa1/CCC+

 

4,849,500

 

 

 

 

 

 

 

25,112,354

 

Retail – 0.2%

 

 

 

 

 

12,950

 

Bon-Ton Stores, Inc., 10.25%, 3/15/14

 

Caa1/CCC+

 

3,949,750

 

Semi-conductors – 0.7%

 

 

 

 

 

19,175

 

Freescale Semiconductor, Inc., 8.875%, 12/15/14

 

B2/B-

 

13,326,625

 

 

 

 

 

 

 

 

 

 

6

PIMCO High Income Fund Semi-Annual Report | 9.30.08 |

 

 

 


 

PIMCO High Income Fund Schedule of Investments

September 30, 2008 (unaudited) (continued)

Principal
Amount
(000)

 

 

 

 

Credit Rating (Moody’s/S&P)

 

Value

 

 

 

 

 

 

 

 

 

Telecommunications – 14.7%

 

 

 

 

 

$13,015

 

Centennial Communications Corp., 8.125%, 2/1/14

 

B2/B

 

$12,949,925

 

5,585

 

Cincinnati Bell, Inc., 8.375%, 1/15/14

 

B2/B-

 

4,886,875

 

24,425

 

Citizens Communications Co., 9.00%, 8/15/31

 

Ba2/BB

 

18,807,250

 

13,550

 

Cricket Communications, Inc., 9.375%, 11/1/14

 

B3/B-

 

12,669,250

 

 

 

Hawaiian Telcom Communications, Inc.,

 

 

 

 

 

900

 

8.486%, 5/1/13, FRN

 

Caa3/CCC-

 

175,500

 

8,815

 

9.75%, 5/1/13

 

Caa3/CCC-

 

1,807,075

 

25,500

 

MetroPCS Wireless, Inc., 9.25%, 11/1/14

 

Caa1/B

 

23,970,000

 

 

 

Nordic Telephone Co. Holdings ApS,

 

 

 

 

 

€5,000

 

8.25%, 5/1/16

 

B2/B+

 

5,899,531

 

€2,300

 

8.25%, 5/1/16 (a) (d)

 

B2/B+

 

2,713,784

 

$8,675

 

8.875%, 5/1/16 (a) (d)

 

B2/B+

 

7,937,625

 

 

 

Nortel Networks Ltd.,

 

 

 

 

 

1,375

 

7.041%, 7/15/11, FRN

 

B3/B-

 

924,688

 

24,400

 

10.125%, 7/15/13

 

B3/B-

 

15,677,000

 

14,075

 

10.75%, 7/15/16

 

B3/B-

 

8,691,312

 

14,625

 

PanAmSat Corp., 6.875%, 1/15/28

 

B1/BB-

 

10,018,125

 

31,000

 

Qwest Capital Funding, Inc., 7.90%, 8/15/10

 

B1/B+

 

30,147,500

 

954

 

Qwest Communications International, Inc., 7.50%, 2/15/14

 

Ba3/B+

 

829,980

 

10,450

 

Qwest Corp., 8.875%, 3/15/12

 

Ba1/BBB-

 

10,293,250

 

 

 

Sprint Capital Corp.,

 

 

 

 

 

9,000

 

6.90%, 5/1/19

 

Baa3/BB

 

6,986,988

 

33,940

 

8.75%, 3/15/32

 

Baa3/BB

 

26,528,862

 

2,000

 

Sprint Nextel Corp, 6.00%, 12/1/16

 

Baa3/BB

 

1,560,000

 

4,000

 

TelCordia Technologies, Inc., 6.541%, 7/15/12, FRN (a) (d)

 

B2/B

 

3,380,000

 

 

 

Telesat Canada (a) (d),

 

 

 

 

 

7,295

 

11.00%, 11/1/15

 

Caa1/B-

 

5,872,475

 

4,200

 

12.50%, 11/1/17

 

Caa1/B-

 

3,507,000

 

23,975

 

Time Warner Telecom Holdings, Inc., 9.25%, 2/15/14

 

B3/CCC+

 

22,296,750

 

 

 

West Corp.,

 

 

 

 

 

8,780

 

9.50%, 10/15/14

 

Caa1/B-

 

6,760,600

 

6,500

 

11.00%, 10/15/16

 

Caa1/B-

 

4,712,500

 

13,000

 

Wind Acquisition Finance S.A., 10.75%, 12/1/15 (a) (d)

 

B2/B

 

12,805,000

 

 

 

Windstream Corp.,

 

 

 

 

 

10,000

 

8.125%, 8/1/13

 

Ba3/BB

 

9,550,000

 

3,050

 

8.625%, 8/1/16

 

Ba3/BB

 

2,828,875

 

3,075

 

Windstream Regatta Holdings, Inc., 11.00%, 12/1/17 (a) (d)

 

Caa1/B

 

1,737,375

 

 

 

 

 

 

 

276,925,095

 

Transportation – 0.2%

 

 

 

 

 

2,835

 

Grupo Transportacion Ferroviaria Mexicana S.A. de C.V., 9.375%, 5/1/12

 

B1/NR

 

2,905,875

 

Utilities – 6.7%

 

 

 

 

 

4,850

 

AES Corp., 8.00%, 6/1/20 (a) (d)

 

B1/BB-

 

4,268,000

 

2,300

 

Edison Mission Energy, 7.00%, 5/15/17

 

B1/BB-

 

2,081,500

 

2,000

 

Empresa Energetica de Sergipe and Sociedade Anonima de Eletrificaao da Paraiba, 10.50%, 7/19/13 (a) (d)

 

Ba3/BB-

 

2,182,370

 

 

 

Energy Future Holdings Corp. (a) (d),

 

 

 

 

 

17,100

 

10.875%, 11/1/17

 

B3/B-

 

15,518,250

 

2,000

 

11.25%, 11/1/17, PIK

 

B3/B-

 

1,700,000

 

19,450

 

Legrand Holding S.A., 8.50%, 2/15/25

 

Baa3/BBB

 

19,525,193

 

20,995

 

Midwest Generation LLC, 8.56%, 1/2/16

 

Baa3/BB+

 

21,625,083

 

21,500

 

PSE&G Energy Holdings LLC, 8.50%, 6/15/11

 

Ba3/BB-

 

21,870,531

 

 

 

 

 

 

 

 

 

 

 

 

| 9.30.08 | PIMCO High Income Fund Semi-Annual Report

7

 


 

PIMCO High Income Fund Schedule of Investments

September 30, 2008 (unaudited) (continued)

Principal
Amount
(000)

 

 

 

 

Credit Rating
(Moody’s/S&P)

 

Value

 

 

 

 

 

 

 

Utilities (continued)

 

 

 

 

 

 

 

Texas Competitive Electric Holdings Co. LLC (a) (d),

 

 

 

 

 

$36,450

 

10.25%, 11/1/15

 

B3/CCC

 

$33,078,375

 

5,090

 

10.50%, 11/1/16, PIK

 

B3/CCC

 

4,339,225

 

 

 

 

 

 

 

126,188,527

 

Total Corporate Bonds & Notes (cost-$1,990,175,457)

 

 

 

1,596,004,183

 

 

 

 

 

 

 

 

 

SENIOR LOANS (a) (c) – 4.3%

 

 

 

 

 

 

 

 

 

 

 

Chemicals – 0.1%

 

 

 

 

 

 

 

Ineos Group Ltd., Term A ,

 

 

 

 

 

206

 

5.727%, 10/7/12

 

 

 

171,914

 

1,148

 

5.952%, 10/7/12

 

 

 

958,728

 

 

 

 

 

 

 

1,130,642

 

Commercial Products – 0.3%

 

 

 

 

 

7,700

 

Berry Plastics, 9.791%, 6/5/14 (b)

 

 

 

6,262,082

 

Electronics – 0.7%

 

 

 

 

 

€10,700

 

Sensata Technologies, 11.25%, 1/15/14 (b) (d) (g)

 

 

 

12,837,748

 

Entertainment – 0.3%

 

 

 

 

 

 

 

Tribune Co., Term B,

 

 

 

 

 

$3,458

 

5.786%, 5/30/14

 

 

 

1,841,295

 

9,957

 

5.786%, 6/4/14 (b)

 

 

 

4,455,638

 

 

 

 

 

 

 

6,296,933

 

Financial Services – 0.7%

 

 

 

 

 

19,800

 

Chrysler Financial Corp., 6.82%, 8/3/12

 

 

 

13,449,150

 

Healthcare & Hospitals – 0.1%

 

 

 

 

 

 

 

HealthSouth Corp.,

 

 

 

 

 

1,577

 

4.99%, 3/10/13

 

 

 

1,427,918

 

29

 

5.19%, 3/10/13 (b)

 

 

 

26,424

 

 

 

 

 

 

 

1,454,342

 

Multi-Media – 0.6%

 

 

 

 

 

11,000

 

CSC Holdings, Inc., 9.75%, 7/8/13 (b)

 

 

 

10,560,000

 

Printing/Publishing – 0.2%

 

 

 

 

 

5,450

 

RH Donnelley, Inc., 11.75%, 5/15/15, Term B (b) (d)

 

 

 

3,351,750

 

Recreation – 0.4%

 

 

 

 

 

 

 

Amadeus Global Travel (b),

 

 

 

 

 

1,210

 

6.003%, 4/8/13, Term B

 

 

 

974,486

 

€759

 

6.258%, 4/8/12, Term A

 

 

 

883,018

 

$1,211

 

6.503%, 4/8/14, Term C

 

 

 

969,298

 

6,912

 

Travelport, 5.954%, 8/23/13, Term DD

 

 

 

5,619,863

 

 

 

 

 

 

 

8,446,665

 

Telecommunications – 0.6%

 

 

 

 

 

 

 

Integra Telecom, Inc., Term T (b),

 

 

 

 

 

1,008

 

7.046%, 8/31/13

 

 

 

862,185

 

1,345

 

7.06%, 8/31/13

 

 

 

1,149,580

 

1,607

 

8.012%, 8/31/13

 

 

 

1,374,035

 

 

 

Nordic Telephone Co. Holdings ApS,

 

 

 

 

 

€1,434

 

6.925%, 11/30/13, Term B

 

 

 

1,865,752

 

€1,485

 

7.131%, 11/30/14, Term C

 

 

 

1,944,584

 

$1,677

 

NTL Investment, 4.799%, 1/6/13, Term B

 

 

 

1,532,895

 

2,992

 

West Corp., 8.50%, 10/24/13, Term B (b)

 

 

 

2,326,669

 

 

 

 

 

 

 

11,055,700

 

 

 

 

 

 

 

 

 

 

8

PIMCO High Income Fund Semi-Annual Report | 9.30.08 |

 

 

 


 

PIMCO High Income Fund Schedule of Investments

September 30, 2008 (unaudited) (continued)

Principal
Amount
(000)

 

 

 

 

Credit Rating
(Moody’s/S&P)

 

Value

 

 

 

 

 

 

 

Utilities – 0.1%

 

 

 

 

 

 

 

Texas Competitive Electric Holdings Co.,

 

 

 

 

 

$724

 

5.989%, 10/10/14

 

 

 

$613,301

 

2,246

 

6.303%, 10/10/14, Term B1

 

 

 

1,903,028

 

23

 

7.262%, 10/10/14

 

 

 

19,160

 

 

 

 

 

 

 

2,535,489

 

Wholesale – 0.2%

 

 

 

 

 

 

 

Roundy’s, Inc., Term B,

 

 

 

 

 

4,338

 

5.50%, 10/27/11

 

 

 

3,976,706

 

12

 

5.50%, 10/27/11 (b)

 

 

 

10,624

 

217

 

6.75%, 10/27/11 (b)

 

 

 

198,516

 

 

 

 

 

 

 

4,185,846

 

Total Senior Loans (cost-$99,788,449)

 

 

 

81,566,347

 

 

 

 

 

 

 

MORTGAGE-BACKED SECURITIES – 3.4%

 

 

 

 

 

 

 

American Home Mortgage Assets, CMO,

 

 

 

 

 

1,390

 

3.397%, 5/25/46, FRN

 

Aaa/AAA

 

897,090

 

564

 

3.397%, 9/25/46, FRN

 

Aaa/AAA

 

345,709

 

1,707

 

3.417%, 10/25/46, FRN

 

Aaa/AAA

 

665,758

 

598

 

3.555%, 2/25/47, FRN

 

Aaa/AAA

 

300,815

 

6,360

 

3.775%, 11/25/46, FRN

 

Aaa/AAA

 

3,201,853

 

3,365

 

6.25%, 6/25/37

 

Aaa/AAA

 

2,056,801

 

517

 

American Home Mortgage Investment Trust,

 

 

 

 

 

 

 

5.66%, 9/25/45, CMO, FRN

 

Aaa/AAA

 

352,029

 

136

 

Banc of America Mortgage Securities Inc,

 

 

 

 

 

 

 

5.436%, 2/25/36, CMO, FRN

 

NR/AAA

 

117,990

 

 

 

Bear Stearns Adjustable Rate Mortgage Trust, CMO,

 

 

 

 

 

118

 

5.010%, 1/25/35, VRN

 

Aaa/AAA

 

105,921

 

1,405

 

5.474%, 5/25/47, VRN

 

NR/AAA

 

1,183,644

 

702

 

5.732%, 2/25/36, FRN

 

Aaa/AAA

 

535,830

 

611

 

Chase Mortgage Finance Corp, 5.434%, 3/25/37, CMO, FRN

 

Aaa/NR

 

523,229

 

 

 

Citigroup Mortgage Loan Trust, Inc., CMO,

 

 

 

 

 

647

 

4.007%, 8/25/35, FRN (a) (d)

 

NR/AAA

 

578,157

 

157

 

4.663%, 3/25/34, VRN

 

Aaa/AAA

 

149,299

 

396

 

5.666%, 11/25/30, VRN

 

NR/AAA

 

307,508

 

2,711

 

5.947%, 3/25/37, VRN

 

NR/BB

 

1,647,131

 

2,802

 

6.014%, 9/25/37, VRN (g)

 

NR/AAA

 

1,959,608

 

739

 

Citimortgage Alternative Loan Trust, 6.00%, 6/25/37, CMO

 

Aaa/NR

 

714,119

 

 

 

Countrywide Alternative Loan Trust, CMO,

 

 

 

 

 

3,177

 

3.383%, 12/20/46, FRN

 

Aaa/AAA

 

1,937,402

 

1,087

 

3.397%, 9/25/46, FRN

 

Aaa/AAA

 

602,402

 

1,460

 

3.398%, 7/20/46, FRN

 

Aaa/AAA

 

901,593

 

246

 

3.417%, 7/25/46, FRN

 

Aaa/AAA

 

156,022

 

85

 

3.467%, 6/25/35, FRN

 

Aaa/AAA

 

54,157

 

609

 

3.537%, 11/20/35, FRN

 

Aaa/AAA

 

389,977

 

782

 

3.855%, 12/25/35, FRN

 

Aaa/AAA

 

478,037

 

1,172

 

5.898%, 2/25/37, VRN

 

NR/AAA

 

817,851

 

862

 

6.00%, 11/25/36

 

Aaa/NR

 

615,033

 

469

 

6.50%, 6/25/36

 

A1/NR

 

247,352

 

268

 

Countrywide Home Loan Mortgage Pass Through Trust,

 

 

 

 

 

 

 

6.092%, 9/25/47, CMO, VRN

 

NR/AAA

 

207,895

 

 

 

GSR Mortgage Loan Trust, CMO, VRN,

 

 

 

 

 

668

 

5.178%, 1/25/36

 

NR/AAA

 

587,063

 

648

 

5.346%, 11/25/35

 

NR/AAA

 

546,423

 

 

 

 

 

 

 

 

 

 

 

 

| 9.30.08 | PIMCO High Income Fund Semi-Annual Report

9

 


 

PIMCO High Income Fund Schedule of Investments

September 30, 2008 (unaudited) (continued)

Principal
Amount
(000)

 

 

 

 

Credit Rating
(Moody’s/S&P)

 

Value

 

 

 

 

 

 

 

 

 

 

 

Harborview Mortgage Loan Trust, CMO,

 

 

 

 

 

$1,148

 

3.21%, 7/19/46, FRN

 

Aaa/AAA

 

$715,670

 

315

 

3.23%, 9/19/46, FRN

 

Aaa/AAA

 

191,792

 

255

 

3.378%, 8/21/36, FRN

 

Aaa/AAA

 

157,108

 

1,300

 

3.705%, 12/19/36, FRN

 

Aaa/AAA

 

716,452

 

2,067

 

5.75%, 8/19/36, VRN

 

NR/AAA

 

1,418,029

 

246

 

5.903%, 8/19/36, VRN

 

NR/AA-

 

165,781

 

540

 

Indymac IMSC Mortgage Loan Trust,

 

 

 

 

 

 

 

3.387%, 7/25/47, CMO, FRN

 

Aaa/AAA

 

292,681

 

 

 

Indymac Index Mortgage Loan Trust, CMO,

 

 

 

 

 

957

 

3.397%, 9/25/46, FRN

 

Aaa/AAA

 

582,123

 

578

 

5.099%, 9/25/35, VRN

 

Aaa/AAA

 

391,666

 

5,688

 

5.647%, 11/25/35, FRN

 

Aaa/AAA

 

3,995,303

 

524

 

3.407%, 6/25/47, FRN

 

Aaa/AAA

 

318,418

 

232

 

3.417%, 5/25/46, FRN

 

Aaa/AAA

 

141,493

 

150

 

3.447%, 7/25/35, FRN

 

Aaa/AAA

 

98,391

 

1,269

 

JPMorgan Alternative Loan Trust, 5.55%, 10/25/36, CMO, VRN

 

Aaa/AAA

 

993,553

 

 

 

Luminent Mortgage Trust, CMO, FRN,

 

 

 

 

 

658

 

3.377%, 12/25/36

 

Aaa/AAA

 

401,664

 

354

 

3.387%, 12/25/36

 

NR/AAA

 

223,368

 

246

 

3.407%, 10/25/46

 

Aaa/AAA

 

152,913

 

 

 

MASTR Adjustable Rate Mortgages Trusts, CMO, FRN,

 

 

 

 

 

427

 

3.417%, 4/25/46

 

Aaa/AAA

 

269,840

 

694

 

3.447%, 5/25/37

 

A2/BB

 

404,410

 

 

 

Merrill Lynch Alternative Note Asset, CMO,

 

 

 

 

 

900

 

3.507%, 3/25/37, FRN

 

B3/BBB

 

317,014

 

795

 

5.648%, 6/25/37, VRN

 

A1/AAA

 

507,197

 

536

 

Merrill Lynch Mortgage Backed Securities Trust,

 

 

 

 

 

 

 

5.849%, 4/25/37, CMO, VRN

 

NR/AA

 

383,320

 

 

 

Morgan Stanley Mortgage Loan Trust, CMO, FRN,

 

 

 

 

 

35

 

3.517%, 1/25/35

 

Aaa/AAA

 

25,154

 

161

 

5.417%, 6/25/36

 

Aaa/AAA

 

137,765

 

 

 

Residential Accredit Loans, Inc., CMO,

 

 

 

 

 

387

 

3.457%, 8/25/37, FRN

 

Aaa/AAA

 

211,340

 

4,018

 

3.537%, 3/25/37, FRN

 

Aaa/AAA

 

2,191,901

 

6,666

 

6.50%, 7/25/37

 

A1/AAA

 

3,980,929

 

 

 

Residential Asset Securitization Trust, CMO,

 

 

 

 

 

513

 

3.657%, 12/25/36, FRN

 

Baa3/AAA

 

280,492

 

600

 

6.25%, 10/25/36

 

Ba3/AA

 

333,897

 

800

 

6.50%, 8/25/36

 

Baa1/AAA

 

441,308

 

252

 

Sequoia Mortgage Trust, 5.765%, 1/20/47, CMO, VRN

 

NR/AAA

 

216,491

 

 

 

Structured Asset Mortgage Investments, Inc., CMO, FRN,

 

 

 

 

 

1,747

 

3.387%, 9/25/47

 

Aaa/AAA

 

1,084,700

 

1,520

 

3.397%, 7/25/46

 

Aaa/AAA

 

938,714

 

524

 

3.427%, 5/25/46

 

Aaa/AAA

 

322,667

 

14,100

 

3.427%, 9/25/47

 

Aaa/AAA

 

3,889,646

 

3,268

 

Suntrust Alternative Loan Trust, 3.557%, 4/25/36, CMO, FRN

 

B1/NR

 

1,756,153

 

 

 

WaMu Mortgage Pass Through Certificates, CMO,

 

 

 

 

 

1,572

 

3.555%, 2/25/47, FRN

 

Aaa/AAA

 

827,777

 

1,270

 

3.555%, 3/25/47, FRN

 

Aaa/AAA

 

669,372

 

747

 

3.595%, 1/25/47, FRN

 

Aaa/AAA

 

406,631

 

961

 

3.615%, 4/25/47, FRN

 

Aaa/AAA

 

556,195

 

569

 

3.675%, 12/25/46, FRN

 

Aaa/AAA

 

301,729

 

403

 

3.948%, 1/25/47, FRN

 

Aaa/AAA

 

271,240

 

441

 

5.342%, 1/25/37, FRN

 

NR/AAA

 

350,663

 

 

 

 

 

 

 

 

 

 

10

PIMCO High Income Fund Semi-Annual Report | 9.30.08 |

 

 

 


 

PIMCO High Income Fund Schedule of Investments

September 30, 2008 (unaudited) (continued)

Principal
Amount
(000)

 

 

 

 

Credit Rating
(Moody’s/S&P)

 

Value

 

 

 

 

 

 

 

 

 

$1,691

 

5.468%, 2/25/37, VRN

 

NR/AAA

 

$1,422,139

 

401

 

5.542%, 4/25/37, FRN

 

NR/AAA

 

298,909

 

282

 

5.609%, 12/25/36, FRN

 

NR/AAA

 

202,199

 

999

 

5.613%, 12/25/36, VRN

 

NR/AAA

 

784,363

 

681

 

5.668%, 5/25/37, FRN

 

NR/AAA

 

616,138

 

882

 

5.711%, 2/25/37, VRN

 

NR/AA

 

650,897

 

943

 

5.868%, 2/25/37, FRN

 

NR/BB

 

795,960

 

530

 

5.931%, 9/25/36, VRN

 

NR/AAA

 

412,641

 

331

 

Washington Mutual Alternative Mortgage Pass-Through

 

 

 

 

 

 

 

Certificates, 3.825%, 5/25/46, CMO, FRN

 

Aaa/AAA

 

192,844

 

 

 

Washington Mutual, Inc., CMO, FRN,

 

 

 

 

 

886

 

3.625%, 4/25/47

 

Aaa/AAA

 

377,707

 

876

 

3.695%, 5/25/47

 

Aaa/AAA

 

417,275

 

 

 

Wells Fargo Mortgage Backed Securities Trust, CMO, FRN,

 

 

 

 

 

1,376

 

3.707%, 7/25/37

 

Aaa/NR

 

1,200,356

 

621

 

5.594%, 7/25/36

 

NR/AAA

 

501,869

 

487

 

6.030%, 9/25/36

 

Aaa/NR

 

399,370

 

Total Mortgage-Backed Securities (cost-$63,931,722)

 

 

 

63,489,315

 

 

 

 

 

 

 

MUNICIPAL BONDS & NOTES – 1.1%

 

 

 

 

 

 

 

 

 

 

 

California – 0.8%

 

 

 

 

 

 

 

Los Angeles Community Redev. Agcy. Rev., Ser. H,

 

 

 

 

 

605

 

9.00%, 9/1/12

 

NR/NR

 

634,373

 

1,160

 

9.75%, 9/1/17

 

NR/NR

 

1,220,332

 

1,375

 

9.75%, 9/1/22

 

NR/NR

 

1,444,644

 

2,170

 

9.75%, 9/1/27

 

NR/NR

 

2,275,505

 

3,480

 

9.75%, 9/1/32

 

NR/NR

 

3,644,465

 

 

 

San Diego Redev. Agcy., Tax Allocation,

 

 

 

 

 

1,785

 

6.59%, 11/1/13

 

Baa3/NR

 

1,839,050

 

1,435

 

7.49%, 11/1/18

 

Baa3/NR

 

1,496,131

 

1,885

 

7.74%, 11/1/21

 

Baa3/NR

 

1,967,242

 

 

 

 

 

 

 

14,521,742

 

Pennsylvania – 0.3%

 

 

 

 

 

 

 

Economic Dev. Financing Auth. Rev., VRN (m),

 

 

 

 

 

5,300

 

6.75%, 12/1/36, Ser. A

 

Ba3/NR

 

4,695,747

 

1,000

 

6.75%, 12/1/36

 

Ba3/NR

 

885,990

 

 

 

 

 

 

 

5,581,737

 

Total Municipal Bonds & Notes (cost-$20,460,288)

 

 

 

20,103,479

 

 

 

 

 

 

 

ASSET-BACKED SECURITIES – 0.8%

 

 

 

 

 

900

 

GSAA Trust, 3.507%, 3/25/37, FRN

 

Aaa/AAA

 

362,786

 

235

 

GSAMP Trust, 3.277%, 12/25/36, FRN

 

Aaa/AAA

 

216,596

 

140

 

Lehman XS Trust, 3.427%, 4/25/46, FRN

 

Aaa/AAA

 

77,862

 

1,200

 

Master Asset Backed Securities Trust, 3.417%, 11/25/36, FRN

 

A1/B

 

483,435

 

6,500

 

Merrill Lynch First Franklin Mortgage Loan Trust,

 

 

 

 

 

 

 

3.327%, 7/25/37, FRN

 

Aaa/AA

 

4,103,552

 

900

 

Morgan Stanley Mortgage Loan Trust, 3.567%, 4/25/37, FRN

 

Ba3/AAA

 

454,622

 

637

 

Reliant Energy Mid-Atlantic Power Holdings LLC,

 

 

 

 

 

 

 

9.237%, 7/2/17

 

Ba1/BB

 

659,675

 

 

 

Structured Asset Securities Corp., FRN,

 

 

 

 

 

4,216

 

3.357%, 5/25/37 (a) (b) (d)

 

Aaa/AAA

 

3,808,672

 

8,593

 

3.507%, 6/25/35

 

Aaa/AAA

 

5,770,864

 

Total Asset-Backed Securities (cost-$15,618,698)

 

 

 

15,938,064

 

 

 

 

| 9.30.08 | PIMCO High Income Fund Semi-Annual Report

11

 


 

PIMCO High Income Fund Schedule of Investments

September 30, 2008 (unaudited) (continued)

Principal
Amount
(000)

 

 

 

 

Credit Rating
(Moody’s/S&P)

 

Value

 

 

 

 

 

 

 

CONVERTIBLE BONDS – 0.5%

 

 

 

 

 

 

 

 

 

 

 

Financial Services – 0.5%

 

 

 

 

 

$10,000

 

Countrywide Financial Corp., 1.253%, 4/15/37, Ser. A, FRN (l)
(cost-$9,713,958)

 

Aa2/AA

 

$9,850,000

 

 

 

 

 

 

 

CONVERTIBLE PREFERRED STOCK – 0.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Banking – 0.1%

 

 

 

 

 

4,900

 

Wachovia Corp., 7.50%, 12/31/49

 

A3/A-

 

1,923,250

 

Financial Services – 0.3%

 

 

 

 

 

5,895

 

Bank of America Corp., 7.25%, 12/31/49

 

A1/A

 

4,923,799

 

5,000

 

Citigroup, Inc., 6.50%, 2/15/15

 

A2/A

 

206,250

 

 

 

 

 

 

 

5,130,049

 

Insurance – 0.0%

 

 

 

 

 

32,900

 

American International Group, Inc., 8.50%, 8/1/11

 

Baa1/NR

 

282,611

 

Total Convertible Preferred Stock (cost-$11,664,750)

 

 

 

7,335,910

 

 

 

 

 

 

 

U.S. GOVERNMENT AGENCY SECURITIES – 0.1%

 

 

 

 

 

 

 

 

 

 

 

 

Principal

 

 

 

 

 

 

 

Amount

 

 

 

 

 

 

 

 

(000)

 

 

 

 

 

 

 

$2,000

 

Ginnie Mae, 6.00%, TBA, MBS (e) (cost-$2,053,750)

 

Aaa/AAA

 

2,027,188

 

 

 

 

 

 

 

SHORT-TERM INVESTMENTS – 4.9%

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury Bills (j) – 3.3%

 

 

 

 

 

62,350

 

0.10%-1.705%, 10/16/08-12/26/08 (cost-$62,244,017)

 

 

 

61,960,462

 

Corporate Notes – 1.6%

 

 

 

 

 

Chemicals – 0.3%

 

 

 

 

 

5,500

 

Great Lakes Chemical Corp., 7.00%, 7/15/09

 

Ba2/BB

 

5,445,000

 

Multi-Media – 0.1%

 

 

 

 

 

2,000

 

CSC Holdings, Inc., 8.125%, 7/15/09

 

B1/BB

 

1,985,000

 

Oil & Gas – 1.2%

 

 

 

 

 

24,000

 

Ferrellgas L.P., 8.87%, 8/1/09 (a) (b) (g)

 

NR/NR

 

23,945,030

 

Total Corporate Notes (cost-$31,838,577)

 

 

 

31,375,030

 

Total Short-Term Investments (cost-$94,082,594)

 

 

 

93,335,492

 

 

 

 

 

 

 

OPTIONS PURCHASED (k) – 0.0%

 

 

 

 

 

 

 

 

 

 

 

 

Contracts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Put Options – 0.0%

 

 

 

 

 

470

 

Financial Future Euro-90 day (CME),
strike price $94.38, expires 12/15/08 (cost-$4,112)

 

 

 

49,767

 

Total Investments before options written (cost-$2,307,493,779) – 100.0%

 

 

 

1,889,699,745

 

 

12

PIMCO High Income Fund Semi-Annual Report | 9.30.08 |

 

 

 


 

PIMCO High Income Fund Schedule of Investments

September 30, 2008 (unaudited) (continued)

 

 

 

 

 

 

 

 

  Contracts

 

 

 

 

 

Value

 

 

 

 

 

 

 

OPTIONS WRITTEN (k) – (0.0)%

 

 

 

 

 

 

 

 

 

 

 

Call Options – (0.0)%

 

 

 

 

 

211

 

U.S. Treasury Notes 10 yr. Futures (CBOT),
strike price $119, expires 11/21/08

 

 

 

$(127,794)

 

 

 

 

 

 

 

 

 

Put Options – (0.0)%

 

 

 

 

 

211

 

U.S. Treasury Notes 10 yr. Futures (CBOT),
strike price $113, expires 11/21/08

 

 

 

(271,426)

 

Total Options Written (premiums received-$253,698)

 

 

 

(399,220)

 

Total Investments net of options written (cost-$2,307,240,081) – 100.0%

 

 

 

$1,889,300,525

 

 

 

Notes to Schedule of Investments:

(a)          Private Placement–Restricted as to resale and may not have a readily available market. Securities with an aggregate value of $428,449,696 representing 22.68% of total investments.

(b)         Illiquid security.

(c)          These securities generally pay interest at rates which are periodically pre-determined by reference to a base lending rate plus a premium. These base lending rates are generally either the lending rate offered by one or more major European banks, such as the “LIBOR” or the prime rate offered by one or more major United States banks, or the certificate of deposit rate. These securities are generally considered to be restricted as the Fund is ordinarily contractually obligated to receive approval from the Agent bank and/or borrower prior to disposition. Remaining maturities of senior loans may be less than the stated maturities shown as a result of contractual or optional payments by the borrower. Such prepayments cannot be predicted with certainty. The interest rate disclosed reflects the rate in effect on September 30, 2008.

(d)         144A Security–Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, typically only to qualified institutional buyers. Unless otherwise indicated, these securities are not considered to be illiquid.

(e)          Delayed-delivery security. To be delivered after September 30, 2008.

(f)            Security in default.

(g)         Fair-valued-securities with an aggregate value of $53,100,811, representing 2.81% of total investments. See Note 1(a) in the Notes to Financial Statements.

(h)         Credit-linked trust certificate.

(i)             Perpetual maturity security. Maturity date shown is the first call date. Interest rate is fixed until the first call date and variable thereafter.

(j)             All or partial amount segregated as collateral for swaps.

(k)          Non-income producing.

(l)             All or partial amount segregated as collateral for reverse repurchase agreements.

(m)       Subject to Alternative Minimum Tax.

 

Glossary:

£

 

-

 

British Pound

 

-

 

Euro

CBOT

 

-

 

Chicago Board of Trade

CMO

 

-

 

Collateralized Mortgage Obligation

CME

 

-

 

Chicago Mercantile Exchange

FRN

 

-

 

Floating Rate Note. The interest rate disclosed reflects the rate in effect on September 30, 2008.

LIBOR

 

-

 

London Inter-Bank Offered Rate

MBS

 

-

 

Mortgage-Backed Securities

NR

 

-

 

Not Rated

PIK

 

-

 

Payment-in-Kind

TBA

 

-

 

To Be Announced

VRN

 

-

 

Variable Rate Note. Instruments whose interest rates change on specified date (such as a coupon date or interest payment date) and/or whose interest rates vary with changes in a designated base rate (such as the prime interest rate). The interest rate disclosed reflects the rate in effect on September 30, 2008.

 

 

 

 

 

 

 

See accompanying Notes to Financial Statements. | 9.30.08 | PIMCO High Income Fund Semi-Annual Report

13

 


 

PIMCO High Income Fund Statement of Assets and Liabilities

September 30, 2008 (unaudited)

 

 

 

 

Assets:

 

 

 

Investments, at value (cost-$2,307,493,779)

 

$1,889,699,745

 

Cash (including foreign currency of $5,378,342 with a cost of $5,592,909)

 

10,463,751

 

Receivable for investments sold

 

398,199,045

 

Interest and dividends receivable

 

51,827,452

 

Premium for swaps purchased

 

22,651,546

 

Unrealized appreciation on swaps

 

10,343,699

 

Receivable for terminated swaps

 

2,355,672

 

Deposits with brokers for future contracts collateral

 

2,250,200

 

Unrealized appreciation on forward foreign currency contracts

 

2,854,260

 

Prepaid expenses

 

64,803

 

Total Assets

 

2,390,710,173

 

 

 

 

 

Liabilities:

 

 

 

Payable for investments purchased

 

388,130,389

 

Unrealized depreciation on swaps

 

59,920,395

 

Dividends payable to common and preferred shareholders

 

14,749,385

 

Premium for swaps sold

 

12,962,296

 

Payable for reverse repurchase agreements

 

9,387,000

 

Payable for terminated swaps

 

2,810,065

 

Payable for variation margin on futures contracts

 

2,592,563

 

Unrealized depreciation of forward foreign currency contracts

 

2,471,876

 

Investment management fees payable

 

1,181,001

 

Contingent loss on contractual counterparty agreements

 

677,266

 

Options written, at value (premiums received-$253,698)

 

399,220

 

Interest payable for reverse repurchase agreements

 

15,606

 

Accrued expenses

 

352,141

 

Total Liabilities

 

495,649,203

 

Preferred shares ($25,000 net asset and liquidation value per share applicable to an aggregate of 36,000 shares issued and outstanding)

 

900,000,000

 

Net Assets Applicable to Common Shareholders

 

$995,060,970

 

 

 

 

 

Composition of Net Assets Applicable to Common Shareholders:

 

 

 

Common Stock:

 

 

 

Par value ($0.00001 per share, applicable to 117,580,758 shares issued and outstanding)

 

$1,176

 

Paid-in-capital in excess of par

 

1,670,399,043

 

Dividends in excess of net investment income

 

(16,918,860

)

Accumulated net realized loss

 

(192,612,731

)

Net unrealized depreciation of investments, futures contracts, options written, swaps, foreign currency transactions and contingent loss on contractual counterparty agreements

 

(465,807,658

)

Net Assets Applicable to Common Shareholders

 

$995,060,970

 

Net Asset Value Per Common Share

 

$8.46

 

 

14 PIMCO High Income Fund Semi-Annual Report | 9.30.08 | See accompanying Notes to Financial Statements.

 

 

 


 

PIMCO High Income Fund Statement of Operations

Six Months ended September 30, 2008 (unaudited)

 

 

 

 

Investment Income:

 

 

 

Interest

 

$100,149,136

 

Facility and other fee income

 

293,419

 

Dividends

 

284,848

 

Total Investment Income

 

100,727,403

 

 

 

 

 

Expenses:

 

 

 

Investment management fees

 

7,665,062

 

Auction agent fees and commissions

 

1,130,352

 

Custodian and accounting agent fees

 

217,885

 

Shareholder communications

 

138,517

 

Trustees’ fees and expenses

 

87,409

 

New York Stock Exchange listing fees

 

57,217

 

Audit and tax services

 

54,930

 

Legal fees

 

39,015

 

Interest expense

 

38,733

 

Transfer agent fees

 

19,865

 

Insurance expense

 

13,585

 

Miscellaneous

 

13,740

 

Total expenses

 

9,476,310

 

Less: custody credits earned on cash balances

 

(9,376

)

Net expenses

 

9,466,934

 

 

 

 

 

Net Investment Income

 

91,260,469

 

 

 

 

 

Realized and Change in Unrealized Gain (Loss):

 

 

 

Net realized gain (loss) on:

 

 

 

Investments

 

(43,589,877

)

Futures contracts

 

3,593,331

 

Options written

 

1,243,456

 

Swaps

 

(26,939,275

)

Foreign currency transactions

 

5,776,088

 

Net change in unrealized appreciation/depreciation of:

 

 

 

Investments

 

(266,636,505

)

Futures contracts

 

(9,710,456

)

Options written

 

(167,027

)

Swaps

 

14,825,329

 

Foreign currency transactions

 

(53,540

)

Contingent loss on contractual counterparty agreements

 

(677,266

)

Net realized and change in unrealized loss on investments, futures contracts, options written, swaps, foreign currency transactions and contingent loss on contractual counterparty agreements

 

(322,335,742

)

Net Decrease in Net Assets Resulting from Investment Operations

 

(231,075,273

)

 

 

 

 

Dividends on Preferred Shares from Net Investment Income

 

(14,440,484

)

 

 

 

 

Net Decrease in Net Assets Applicable to Common Shareholders Resulting from Investment Operations

 

$(245,515,757

)

 

See accompanying Notes to Financial Statements. | 9.30.08 | PIMCO High Income Fund Semi-Annual Report 15

 


 

PIMCO High Income Fund Statement of Changes in Net Assets

Applicable to Common Shareholders

 

 

 

 

 

 

 

 

 

Six Months
ended
September 30, 2008
(unaudited)

 

 

Year ended
March 31, 2008

 

Investment Operations:

 

 

 

 

 

 

Net investment income

 

$91,260,469

 

 

$198,212,253

 

Net realized gain (loss) on investments, futures contracts, options written, swaps and foreign currency transactions

 

(59,916,277

)

 

21,521,783

 

Net change in unrealized appreciation/depreciation of investments, futures contracts, options written, swaps, foreign currency transactions and contingent loss on contractual counterparty agreements

 

(262,419,465

)

 

(328,722,236

)

Net decrease in net assets resulting from investment operations

 

(231,075,273

)

 

(108,988,200

)

 

 

 

 

 

 

 

Dividends and Distributions on Preferred Shares from:

 

 

 

 

 

 

Net investment income

 

(14,440,484

)

 

(41,838,277

)

Net realized gains

 

 

 

(4,379,378

)

Total dividends and distributions to preferred shareholders

 

(14,440,484

)

 

(46,217,655

)

Net decrease in net assets applicable to common shareholders resulting from investment operations

 

(245,515,757

)

 

(155,205,855

)

 

 

 

 

 

 

 

Dividends and Distributions to Common Shareholders from:

 

 

 

 

 

 

Net investment income

 

(85,798,178

)

 

(169,914,803

)

Net realized gains

 

 

 

(129,803,096

)

Total dividends and distributions to common shareholders

 

(85,798,178

)

 

(299,717,899

)

 

 

 

 

 

 

 

Capital Share Transactions:

 

 

 

 

 

 

Reinvestment of dividends and distributions

 

6,649,177

 

 

18,376,680

 

Total decrease in net assets applicable to common shareholders

 

(324,664,758

)

 

(436,547,074

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Assets Applicable to Common Shareholders:

 

 

 

 

 

 

Beginning of period

 

1,319,725,728

 

 

1,756,272,802

 

End of period (including dividends in excess of net investment income of $(16,918,860) and $(7,940,667), respectively)

 

$995,060,970

 

 

$1,319,725,728

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Shares Issued in Reinvestment of Dividends and Distributions

 

573,450

 

 

1,417,741

 

 

16 PIMCO High Income Fund Semi-Annual Report | 9.30.08 | See accompanying Notes to Financial Statements.

 

 


 

PIMCO High Income Fund Notes to Financial Statements
September 30, 2008 (unaudited)

 

1. Organization and Significant Accounting Policies

PIMCO High Income Fund (the “Fund”), was organized as a Massachusetts business trust on February 18, 2003. Prior to commencing operations on April 30, 2003, the Fund had no operations other than matters relating to its organization and registration as a diversified, closed-end management investment company registered under the Investment Company Act of 1940 and the rules and regulations thereunder, as amended. Allianz Global Investors Fund Management LLC (the “Investment Manager”) serves as the Fund’s Investment Manager and is an indirect, wholly-owned subsidiary of Allianz Global Investors of America L.P. (“Allianz Global”). Allianz Global is an indirect, majority-owned subsidiary of Allianz SE, a publicly traded European insurance and financial services company. The Fund has an unlimited amount of $0.00001 par value common stock authorized.

 

The Fund’s primary investment objective is to seek high current income. Capital appreciation is a secondary objective. The Fund attempts to achieve these objectives by investing in a diversified portfolio of U.S. dollar denominated debt obligations and other income-producing securities that are primarily rated below investment grade.

 

The preparation of the financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.

 

In the normal course of business the Fund enters into contracts that contain a variety of representations which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not been asserted. However, the Fund expects the risk of any loss to be remote.

 

In July 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109” (the “Interpretation”). The Interpretation establishes for all entities, including pass-through entities such as the Fund, a minimum threshold for financial statement recognition of the benefit of positions taken in filing tax returns (including whether an entity is taxable in a particular jurisdiction), and requires certain expanded tax disclosures. Fund management has determined that its evaluation of the Interpretation has resulted in no material impact to the Fund’s financial statements at September 30, 2008. The Fund’s federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service.

 

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”). SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. SFAS 161 requires enhanced disclosures about a fund’s derivative and hedging activities. Fund management is currently evaluating the impact the adoption of SFAS 161 will have on the Fund’s financial statement disclosures.

 

In September 2008 FASB issued a FASB Staff Position No. 133-1 and FIN 45-4 “Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement No. 161” (“FSP”). FSP requires enhanced transparency of the effect of credit derivatives and guarantees on an issuer’s financial position, financial performance and cash flows. FSP is effective for fiscal years ending after November 15, 2008. FSP applies to certain credit derivatives, hybrid instruments that have embedded credit derivatives (for example, credit-linked notes), and certain guarantees, and it requires additional disclosures regarding credit derivatives with sold protection. Fund management is currently evaluating the impact of this new requirement.

 

The following is a summary of significant accounting policies consistently followed by the Fund:

 

(a) Valuation of Investments

Portfolio securities and other financial instruments for which market quotations are readily available are stated at market value. Market value is generally determined on the basis of last reported sales prices, or if no sales are reported, based on quotes obtained from a quotation reporting system, established market makers, or pricing services.

 

Portfolio securities and other financial instruments for which market quotations are not readily available or if a development/event occurs that may significantly impact the value of a security are fair-valued, in good faith, pursuant to procedures established by the Board of Trustees, or persons acting at their discretion pursuant to procedures established by the Board of Trustees, including certain fixed income securities which may be valued with reference to securities whose prices are more readily available. The Fund’s investments, including over-the-counter options, are valued daily using prices supplied by an independent pricing service or dealer quotations, or by using the last sale price on the exchange that is the primary market for such securities, or the last quoted mean price for those securities for which the over-the-counter market is the primary market or for listed securities in which there were no sales. Independent pricing services use information

 

9.30.08 | PIMCO High Income Fund Semi-Annual Report 17

 


 

PIMCO High Income Fund Notes to Financial Statements

September 30, 2008 (unaudited)

 

1. Organization and Significant Accounting Policies (continued)

 

provided by market makers or estimates of market values obtained from yield data relating to investments or securities with similar characteristics. Exchange traded options, futures and options on futures are valued at the settlement price determined by the relevant exchange. Securities purchased on a when-issued or delayed-delivery basis are marked to market daily until settlement at the forward settlement date. Short-term securities maturing in 60 days or less are valued at amortized cost, if their original term to maturity was 60 days or less, or by amortizing their value on the 61st day prior to maturity, if the original term to maturity exceeded 60 days. Investments initially valued in currencies other than the U.S. dollar are converted to the U.S. dollar using exchange rates obtained from pricing services. As a result, the net asset value (“NAV”) of the Fund’s shares may be affected by changes in the value of currencies in relation to the U.S. dollar. The value of securities traded in markets outside the United States or denominated in currencies other than the U.S. dollar may be affected significantly on a day that the New York Stock Exchange (“NYSE”) is closed and the NAV may change on days when an investor is not able to purchase or sell shares.

 

The prices used by the Fund to value securities may differ from the value that would be realized if the securities were sold and the differences could be material to the financial statements. The Fund’s NAV is normally determined daily as of the close of regular trading (normally, 4:00 p.m. Eastern time) on the NYSE on each day the NYSE is open for business.

 

(b) Fair Value Measurement

Effective April 1, 2008, the Fund adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“SFAS 157”). This standard clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value and requires additional disclosures about the use of the fair value measurements. The three levels of the fair value hierarchy under SFAS 157 are described below:

 

·

Level 1 – quoted prices in active markets for identical investments

·

Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

·

Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

 

The valuation techniques used by the Fund to measure fair value during the six months ended September 30, 2008 maximized the use of observable inputs and minimized the use of unobservable inputs. The Fund utilized the following fair value techniques: multi-dimensional relational pricing models and option adjusted spread pricing.

 

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

 

The following is a summary of the inputs used as of September 30, 2008 in valuing the Fund’s investments carried at value:

 

Valuation Inputs

 

Investments in
Securities

 

Other Financial
Instruments

 

Level 1 – Quoted Prices

 

$282,611

 

$2,322,212

 

Level 2 – Other Significant Observable Inputs

 

1,835,917,103

 

(35,737,416

)

Level 3 – Significant Unobservable Inputs

 

53,100,811

 

(14,134,163

)

Total

 

$1,889,300,525

 

$(47,549,367

)

 

A roll forward of fair value measurements using significant unobservable inputs (Level 3) as of September 30, 2008, were as follows:

 

 

 

Investments in
Securities

 

Other Financial
Instruments

 

Beginning balance, 3/31/08

 

$38,894,015

 

$(28,624,821

)

Net purchases (sales) and settlements

 

19,437,914

 

 

Accrued discounts (premiums)

 

(68,004

)

 

Total realized and unrealized gain (loss)

 

(4,280,096

)

(10,569,438

)

Transfers in and/or out of Level 3

 

(883,018

)

25,060,096

 

Ending balance, 9/30/08

 

$53,100,811

 

$(14,134,163

)

 

 

18 PIMCO High Income Fund Semi-Annual Report | 9.30.08

 

 


 

PIMCO High Income Fund Notes to Financial Statements

September 30, 2008 (unaudited)

 

 

1. Organization and Significant Accounting Policies (continued)

 

(c) Investment Transactions and Investment Income

Investment transactions are accounted for on the trade date. Securities purchased and sold on a when-issued or delayed-delivery basis may be settled a month or more after the trade date. Realized gains and losses on investments are determined on the identified cost basis. Interest income is recorded on an accrual basis. Discounts or premiums on debt securities purchased are accreted or amortized to interest income over the lives of the respective securities using the effective interest method. Dividend income is recorded on the ex-dividend date. Facility fees and other fees (such as origination fees) received by the Fund are amortized as income over the expected term of the senior loan. Commitment fees received by the Fund relating to unfunded purchase commitments are deferred and amortized to facility fee income over the period of the commitment.

 

(d) Federal Income Taxes

The Fund intends to distribute all of its taxable income and to comply with the other requirements of the U.S. Internal Revenue Code of 1986, as amended, applicable to regulated investment companies. Accordingly, no provision for U.S. federal income taxes is required.

 

(e) Dividends and Distributions — Common Stock

The Fund declares dividends from net investment income monthly to common shareholders. Distributions of net realized capital gains, if any, are paid at least annually. The Fund records dividends and distributions to its shareholders on the ex-dividend date. The amount of dividends and distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations, which may differ from generally accepted accounting principles. These “book-tax” differences are considered either temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the capital accounts based on their federal income tax treatment; temporary differences do not require reclassification. To the extent dividends and/or distributions exceed current and accumulated earnings and profits for federal income tax purposes; they are reported as dividends and/or distributions of paid-in capital in excess of par.

 

(f) Foreign Currency Translation

The Fund’s accounting records are maintained in U.S. dollars as follows: (1) the foreign currency market value of investments and other assets and liabilities denominated in foreign currency are translated at the prevailing exchange rate at the end of the period; and (2) purchases and sales, income and expenses are translated at the prevailing exchange rate on the respective dates of such transactions. The resulting net foreign currency gain or loss is included in the Statement of Operations.

 

The Fund does not generally isolate that portion of the results of operations arising as a result of changes in the foreign currency exchange rates from the fluctuations arising from changes in the market prices of securities. Accordingly, such foreign currency gain (loss) is included in net realized and unrealized gain (loss) on investments. However, the Fund does isolate the effect of fluctuations in foreign currency exchange rates when determining the gain or loss upon the sale or maturity of foreign currency denominated debt obligations pursuant to U.S. federal income tax regulations; such amount is categorized as foreign currency gain or loss for both financial reporting and income tax reporting purposes.

 

(g) Forward Foreign Currency Contracts

A forward foreign currency contract is an agreement between two parties to buy and sell a currency at a set exchange rate on a future date. The Fund may enter into forward foreign currency contracts for the purpose of hedging against foreign currency risk arising from the investment or anticipated investment in securities denominated in foreign currencies. The Fund may also enter these contracts for purposes of increasing exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another. The market value of a forward foreign currency contract fluctuates with changes in forward currency exchange rates. All commitments are marked to market daily at the applicable exchange rates and any resulting unrealized appreciation or depreciation is recorded. Realized gains or losses are recorded at the time the forward contract matures or by delivery of the currency. Risks may arise upon entering these contracts from the potential inability of counterparties to meet the terms of their contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar.

 

(h) Futures Contracts

A futures contract is an agreement between two parties to buy and sell a financial instrument at a set price on a future date. Upon entering into such a contract, the Fund is required to pledge to the broker an amount of cash or securities equal to the minimum “initial margin” requirements of the relevant exchange. Pursuant to the contracts, the Fund agrees to receive from or pay to the broker an amount of cash or securities equal to the daily fluctuation in the value

 

 

9.30.08 | PIMCO High Income Fund Semi-Annual Report 19

 


 

PIMCO High Income Fund Notes to Financial Statements

September 30, 2008 (unaudited)

 

 

1. Organization and Significant Accounting Policies (continued)

 

of the contracts. Such receipts or payments are known as “variation margin” and are recorded by the Fund as unrealized appreciation or depreciation. When the contracts are closed, the Fund records a realized gain or loss equal to the difference between the value of the contracts at the time they were opened and the value at the time they were closed. Any unrealized appreciation or depreciation recorded is simultaneously reversed. The use of futures transactions involves the risk of an imperfect correlation in the movements in the price of futures contracts, interest rates and the underlying hedged assets, and the possible inability of counterparties to meet the terms of their contracts.

 

(i) Option Transactions

The Fund may purchase and write (sell) put and call options on securities for hedging purposes, risk management purposes or as part of its investment strategies. The risk associated with purchasing an option is that the Fund pays a premium whether or not the option is exercised. Additionally, the Fund bears the risk of loss of premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by the premiums paid. The proceeds from securities sold through the exercise of put options is decreased by the premiums paid.

 

When an option is written, the premium received is recorded as an asset with an equal liability which is subsequently marked to market to reflect the current market value of the option written. These liabilities are reflected as options written in the Statement of Assets and Liabilities. Premiums received from writing options which expire unexercised are recorded on the expiration date as a realized gain. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium is less than the amount paid for the closing purchased transactions, as a realized loss. If a call option written by the Fund is exercised, the premium is added to the proceeds from the sale of the underlying security in determining whether there has been a realized gain or loss. If a put option written is exercised, the premium reduces the cost basis of the security. In writing an option, the Fund bears the market risk of an unfavorable change in the price of the security underlying the written option. Exercise of a written option could result in the Fund purchasing a security at a price different from the current market value.

 

(j) Interest Rate/Credit Default Swaps

The Fund enters into interest rate and credit default swap contracts (“swaps”) for investment purposes, to manage its interest rate and credit risk or to add leverage. As a seller in the credit default swap contract, the Fund would be required to pay the notional amount or other agreed-upon value of a referenced debt obligation to the counterparty in the event of a default by a third party, such as a U.S. or foreign corporate issuer, on the referenced debt obligation. In return, the Fund would receive from the counterparty a periodic stream of payments over the term of the contract provided that no event of default has occurred. If no default occurs, the Fund would keep the stream of payments and would have no payment obligations. Such periodic payments are accrued daily and recorded as realized gain (loss).

 

The Fund may also purchase credit default swap contracts in order to hedge against the risk of default of debt securities held, in which case the Fund would function as the counterparty referenced in the preceding paragraph. As a purchaser of a credit default swap contract, the Fund would receive the notional amount or other agreed upon value of a referenced debt obligation from the counterparty in the event of default by a third party, such as a U.S. or foreign corporate issuer on the referenced debt obligation. In return, the Fund would make periodic payments to the counterparty over the term of the contract provided no event of default has occurred. Such periodic payments are accrued daily and recorded as realized gain (loss).

 

Interest rate swap agreements involve the exchange by the Fund with a counterparty of their respective commitments to pay or receive interest, e.g., an exchange of floating rate payments for fixed rate payments with respect to a notional amount of principal. Net periodic payments received (paid) by the Fund are included as part of realized gain (loss) and net periodic payments accrued, but not yet received (paid) are included in change in the unrealized appreciation/depreciation on the Statement of Operations.

 

Swaps are marked to market daily based upon quotations from brokers or market makers and the change in value, if any, is recorded as unrealized appreciation or depreciation in the Fund’s Statement of Operations. For a credit default swap sold by the Fund, payment of the agreed upon amount made by the Fund in the event of default of the referenced debt obligation is recorded as the cost of the referenced debt obligation purchased/received. For a credit default swap purchased by the Fund, the agreed upon amount received by the Fund in the event of default of the referenced debt obligation is recorded as proceeds from sale/delivery of the referenced debt obligation and the resulting gain or loss realized on the referenced debt obligation is recorded as such by the Fund.

 

20 PIMCO High Income Fund Semi-Annual Report | 9.30.08

 

 


 

PIMCO High Income Fund Notes to Financial Statements

September 30, 2008 (unaudited)

 

 

1. Organization and Significant Accounting Policies (continued)

 

Entering into swaps involves, to varying degrees, elements of credit, market and documentation risk in excess of the amounts recognized on the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparty to the agreements may default on its obligation to perform or disagree as to the meaning of the contractual terms in the agreements, and that there may be unfavorable changes in net interest rates.

 

(k) Senior Loans

The Fund purchases assignments of Senior Loans originated, negotiated and structured by a U.S. or foreign commercial bank, insurance company, finance company or other financial institution (the “Agent”) for a lending syndicate of financial institutions (the “Lender”). When purchasing an assignment, the Fund succeeds all the rights and obligations under the loan agreement with the same rights and obligations as the assigning Lender. Assignments may, however, be arranged through private negotiations between potential assignees and potential assignors, and the rights and obligations acquired by the purchaser of an assignment may differ from, and be more limited than, those held by the assigning Lender.

 

(l) Reverse Repurchase Agreements

In a reverse repurchase agreement, the Fund sells securities to a bank or broker-dealer and agrees to repurchase the securities at a mutually agreed date and price. Generally, the effect of such a transaction is that the Fund can recover and reinvest all or most of the cash invested in the portfolio securities involved during the term of the reverse repurchase agreement and still be entitled to the returns associated with those portfolio securities. Such transactions are advantageous if the interest cost to the Fund of the reverse repurchase transaction is less than the returns it obtains on investments purchased with the cash. Unless the Fund covers its positions in reverse repurchase agreements (by segregating liquid assets at least equal in amount to the forward purchase commitment), its obligations under the agreements will be subject to the Fund’s limitations on borrowings. Reverse repurchase agreements involve leverage risk and also the risk that the market value of the securities that the Fund is obligated to repurchase under the agreement may decline below the repurchase price. In the event the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, the Fund’s use of the proceeds of the agreement may be restricted pending determination by the other party, or its trustee or receiver, whether to enforce the Fund’s obligation to repurchase the securities.

 

(m) When-Issued/Delayed-Delivery Transactions

The Fund may purchase or sell securities on a when-issued or delayed-delivery basis. The transactions involve a commitment to purchase or sell securities for a predetermined price or yield, with payment and delivery taking place beyond the customary settlement period. When delayed-delivery purchases are outstanding, the Fund will set aside and maintain until the settlement date in a designated account, liquid assets in an amount sufficient to meet the purchase price. When purchasing a security on a delayed-delivery basis, the Fund assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuations; consequently, such fluctuations are taken into account when determining the net asset value. The Fund may dispose of or renegotiate a delayed-delivery transaction after it is entered into, and may sell when-issued securities before they are delivered, which may result in a realized gain or loss. When a security on a delayed-delivery basis is sold, the Fund does not participate in future gains and losses with respect to the security.

 

(n) Credit-Linked Trust Certificates

Credit-linked trust certificates are investments in a limited purpose trust or other vehicle formed under state law which, in turn, invests in a basket of derivative instruments, such as credit default swaps, interest rate swaps and other securities, in order to provide exposure to the high yield or another fixed income market.

 

Similar to an investment in a bond, investments in credit-linked trust certificates represent the right to receive periodic income payments (in the form of distributions) and payment of principal at the end of the term of the certificate. However, these payments are conditioned on the trust’s receipt of payments from, and the trust’s potential obligations to, the counterparties to the derivative instruments and other securities in which the trust invests.

 

(o) Custody Credits Earned on Cash Balances

The Fund benefits from an expense offset arrangement with its custodian bank whereby uninvested cash balances earn credits which reduce monthly custodian and accounting agent expenses. Had these cash balances been invested in income producing securities, they would have generated income for the Fund.

 

 

9.30.08 | PIMCO High Income Fund Semi-Annual Report 21

 


 

PIMCO High Income Fund Notes to Financial Statements

September 30, 2008 (unaudited)

 

 

2. Investment Manager and Sub-Adviser

The Fund has entered into an Investment Management Agreement (the “Agreement”) with the Investment Manager. Subject to the supervision of the Fund’s Board of Trustees, the Investment Manager is responsible for managing, either directly or through others selected by it, the Fund’s investment activities, business affairs and administrative matters. Pursuant to the Agreement, the Investment Manager receives an annual fee, payable on a monthly basis at the annual rate of 0.70% of the Fund’s average daily net assets, inclusive of net assets attributable to any preferred shares that may be outstanding.

 

The Investment Manager has retained its affiliate, Pacific Investment Management Company LLC, (the “Sub-Adviser”) to manage the Fund’s investments. Subject to the supervision of the Investment Manager, the Sub-Adviser is responsible for making all of the Fund’s investment decisions. The Investment Manager, not the Fund, pays a portion of the fees it receives as Investment Manager to the Sub-Adviser in return for its services.

 

3. Investments in Securities

For the six months ended September 30, 2008, purchases and sales of investments, other than short-term securities and U.S. Government obligations, were $3,437,468,691 and $3,535,465,047, respectively.

 

(a) Futures contracts outstanding at September 30, 2008:

 

Type

 

Contracts

 

Market
Value
(000)

 

Expiration
Date

 

Unrealized
Appreciation
(Depreciation)

 

Long:

Financial Future Euro – 90 day

 

763

 

 

 

$185,094

 

 

3/16/09

 

 

 

$2,850,693

 

 

 

Financial Future Euro – 90 day

 

859

 

 

 

208,222

 

 

6/15/09

 

 

 

161,973

 

 

 

Financial Future Euro – 90 day

 

95

 

 

 

22,933

 

 

12/14/09

 

 

 

319,834

 

 

 

U.S. Treasury Bond Futures

 

2,640

 

 

 

302,610

 

 

12/19/08

 

 

 

(1,010,288

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$2,322,212

 

 

 

The Fund pledged $2,250,200 in cash as collateral for futures contracts.

 

(b) Transactions in options written for the six months ended September 30, 2008:

 

 

 

Notional/Contracts

 

Premiums

 

Options outstanding, March 31, 2008

 

 

12,800,000

 

 

 

$242,140

 

 

Options written

 

 

96,501,186

 

 

 

1,347,514

 

 

Options terminated in closing purchase transactions

 

 

(109,300,764

)

 

 

(1,335,956

)

 

Options outstanding, September 30, 2008

 

 

422

 

 

 

$253,698

 

 

 

(c) Credit default swap contracts outstanding at September 30, 2008:

 

Swap Counterparty/
Referenced Debt Issuer

 

Notional
Amount
Payable on
Default
(000)

 

Termination
Date

 

Payments
Received
(Paid)
By Fund

 

Unrealized
Appreciation
(Depreciation)

 

Bank of America:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AES

 

 

$5,000

 

 

 

6/20/10

 

 

 

(2.60

)%

 

 

$37,726

 

 

Georgia-Pacific

 

 

9,500

 

 

 

6/20/13

 

 

 

6.00

%

 

 

375,243

 

 

GMAC

 

 

600

 

 

 

9/20/10

 

 

 

5.00

%

 

 

(160,188

)

 

HCA

 

 

8,000

 

 

 

9/1/10

 

 

 

(3.73

)%

 

 

(42,590

)

 

HCA

 

 

2,000

 

 

 

9/20/13

 

 

 

4.65

%

 

 

(88,015

)

 

Windstream

 

 

5,000

 

 

 

9/20/13

 

 

 

(3.08

)%

 

 

4,342

 

 

Windstream

 

 

5,000

 

 

 

9/20/13

 

 

 

(2.78

)%

 

 

71,130

 

 

Barclays Bank:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dow Jones CDX

 

 

3,960

 

 

 

12/20/12

 

 

 

(3.75

)%

 

 

96,565

 

 

Dow Jones CDX

 

 

10,000

 

 

 

12/20/12

 

 

 

0.758

%

 

 

135,452

 

 

 

22 PIMCO High Income Fund Semi-Annual Report | 9.30.08

 

 

 


 

PIMCO High Income Fund Notes to Financial Statements

September 30, 2008 (unaudited)

 

3. Investments in Securities (continued)

 

Swap Counterparty/
Referenced Debt Issuer

 

Notional
Amount
Payable on
Default
(000)

 

Termination
Date

 

Payments
Received
(Paid)
By Fund

 

Unrealized
Appreciation
(Depreciation)

 

Citigroup:

 

 

 

 

 

 

 

 

 

 

 

 

 

Celestica

 

$5,500

 

 

9/20/13

 

 

4.35

%

 

$(24,407

)

 

Countrywide Financial

 

10,000

 

 

11/20/08

 

 

(3.00

)%

 

7,118

 

 

Dynegy

 

1,950

 

 

9/20/13

 

 

4.40

%

 

(160,788

)

 

El Paso

 

2,550

 

 

9/20/13

 

 

2.55

%

 

(64,452

)

 

Freescale Semiconductor

 

8,800

 

 

9/20/13

 

 

5.00

%

 

(680,441

)

 

LCDX

 

15,000

 

 

12/20/12

 

 

2.25

%

 

(836,248

)

 

Nalco

 

1,000

 

 

9/20/13

 

 

4.05

%

 

(10,607

)

 

Williams Co.

 

4,000

 

 

10/1/10

 

 

(0.77

)%

 

541

 

 

Credit Suisse First Boston:

 

 

 

 

 

 

 

 

 

 

 

 

 

Masco

 

10,000

 

 

9/20/09

 

 

2.20

%

 

(5,882

)

 

RadioShack

 

8,000

 

 

9/20/13

 

 

(2.05

)%

 

(101,237

)

 

CS First Boston:

 

 

 

 

 

 

 

 

 

 

 

 

 

Forest Oil

 

5,000

 

 

9/20/12

 

 

3.06

%

 

(14,477

)

 

Sanmina

 

2,800

 

 

9/20/12

 

 

4.22

%

 

(162,102

)

 

Deutsche Bank:

 

 

 

 

 

 

 

 

 

 

 

 

 

Dow Jones CDX

 

2,400

 

 

6/20/13

 

 

(1.55

)%

 

(19,849

)

 

Dow Jones CDX

 

42,900

 

 

6/20/13

 

 

1.55

%

 

537,152

 

 

Dow Jones CDX

 

5,000

 

 

12/20/17

 

 

(7.90

)%

 

776,172

 

 

Dow Jones CDX

 

2,000

 

 

12/20/12

 

 

0.76

%

 

27,289

 

 

Masco

 

10,000

 

 

9/20/13

 

 

(2.41

)%

 

130,750

 

 

SunGard Data Systems

 

1,950

 

 

9/20/13

 

 

4.50

%

 

(158,449

)

 

Goldman Sachs:

 

 

 

 

 

 

 

 

 

 

 

 

 

ARAMARK

 

2,700

 

 

9/20/13

 

 

4.50

%

 

(49,112

)

 

Autozone

 

8,000

 

 

9/20/13

 

 

(0.775

)%

 

59,483

 

 

Community Health Systems

 

5,000

 

 

6/20/13

 

 

5.20

%

 

19,178

 

 

Gap

 

10,000

 

 

9/20/13

 

 

(1.02

)%

 

(42,417

)

 

GMAC

 

15,000

 

 

3/20/12

 

 

6.45

%

 

(7,385,752

)

 

NRG Energy

 

5,000

 

 

9/20/13

 

 

4.20

%

 

(167,518

)

 

Reliant Energy

 

3,640

 

 

9/20/13

 

 

3.85

%

 

(538,468

)

 

Station Casinos

 

300

 

 

6/20/13

 

 

5.00

%

 

(96,744

)

 

Waste Management

 

10,000

 

 

6/20/13

 

 

(1.13

)%

 

(47,083

)

 

JPMorgan Chase:

 

 

 

 

 

 

 

 

 

 

 

 

 

Eastman Kodak

 

2,000

 

 

6/20/13

 

 

(4.61

)%

 

(78,167

)

 

Eastman Kodak

 

7,000

 

 

6/20/13

 

 

(4.50

)%

 

(243,157

)

 

GMAC

 

3,000

 

 

3/20/12

 

 

2.11

%

 

(1,623,024

)

 

Hertz

 

5,000

 

 

6/20/10

 

 

(4.95

)%

 

13,705

 

 

Smurfit-Stone Container

 

4,700

 

 

12/20/09

 

 

2.30

%

 

(148,083

)

 

Merrill Lynch & Co.:

 

 

 

 

 

 

 

 

 

 

 

 

 

Dow Jones CDX

 

56,000

 

 

12/20/11

 

 

3.55

%

 

(627,367

)

 

Dow Jones CDX

 

25,200

 

 

12/20/10

 

 

4.53

%

 

770,546

 

 

Dow Jones CDX

 

19,300

 

 

12/20/12

 

 

3.23

%

 

(2,020,957

)

 

Dow Jones CDX

 

10,000

 

 

12/20/12

 

 

3.51

%

 

(944,419

)

 

Dow Jones CDX

 

4,968

 

 

12/20/10

 

 

1.55

%

 

43,231

 

 

GMAC

 

23,000

 

 

9/20/13

 

 

5.00

%

 

(5,737,658

)

 

Hertz

 

5,000

 

 

9/20/15

 

 

6.85

%

 

(66,029

)

 

Residential Capital

 

8,300

 

 

12/20/08

 

 

5.00

%

 

(158,071

)

 

 

9.30.08 | PIMCO High Income Fund Semi-Annual Report 23

 


 

PIMCO High Income Fund Notes to Financial Statements

September 30, 2008 (unaudited)

 

3. Investments in Securities (continued)

 

Swap Counterparty/
Referenced Debt Issuer

 

Notional
Amount
Payable on
Default
(000)

 

Termination
Date

 

Payments
Received
(Paid)
By Fund

 

Unrealized
Appreciation
(Depreciation)

 

Morgan Stanley:

 

 

 

 

 

 

 

 

 

 

 

 

 

Albertsons

 

$3,600

 

 

8/1/09

 

 

(0.85

)%

 

$(6,435

)

 

Great Lakes Chemical

 

5,500

 

 

7/15/09

 

 

(0.37

)%

 

(15,050

)

 

Nucor

 

10,000

 

 

3/20/13

 

 

(0.80

)%

 

57,551

 

 

Royal Bank of Scotland:

 

 

 

 

 

 

 

 

 

 

 

 

 

Bombardier

 

7,000

 

 

6/20/12

 

 

(1.95

)%

 

(32,791

)

 

Kinder Morgan

 

5,000

 

 

9/20/12

 

 

(1.47

)%

 

17,441

 

 

UBS:

 

 

 

 

 

 

 

 

 

 

 

 

 

V.F. BP

 

10,000

 

 

3/20/13

 

 

(0.73

)%

 

17,153

 

 

 

 

 

 

 

 

 

 

 

 

 

$(19,360,266

)

 

 

(d) Interest rate swap agreements outstanding at September 30, 2008:

 

 

 

 

 

 

 

Rate Type

 

 

 

Swap Counterparty

 

Notional
Amount
(000)

 

Termination
Date

 

Payments
Made by
Fund

 

Payments
Received by
Fund

 

Unrealized
Appreciation
(Depreciation)

 

Bank of America

 

$

483,300

 

12/17/10

 

 

3-Month USD-LIBOR

 

4.00%

 

$1,846,322

 

 

Bank of America

 

 

17,800

 

12/17/28

 

 

5.00%

 

3-Month USD-LIBOR

 

(563,013

)

 

Bank of America

 

 

42,500

 

12/17/38

 

 

5.00%

 

3-Month USD-LIBOR

 

(3,508,817

)

 

Barclays Bank

 

 

22,200

 

12/17/10

 

 

3-Month USD-LIBOR

 

4.00%

 

(256,762

)

 

Barclays Bank

 

BRL

110,200

 

1/2/12

 

 

BRL-CDI-Compounded

 

10.68%

 

(4,370,261

)

 

Citigroup 

 

MXN

133,000

 

5/14/09

 

 

28-Day Mexico

 

 

 

 

 

 

 

 

 

 

 

Interbank TIIE
Banxico

 

7.91%

 

(38,164

)

 

Citigroup

 

$

36,900

 

12/17/15

 

 

3-Month USD-LIBOR

 

5.00%

 

369,800

 

 

Citigroup

 

 

26,400

 

12/17/28

 

 

5.00%

 

3-Month USD-LIBOR

 

(1,242,382

)

 

Citigroup

 

 

7,800

 

12/17/38

 

 

5.00%

 

3-Month USD-LIBOR

 

(467,108

)

 

Deutsche Bank

 

 

99,800

 

6/17/10

 

 

3-Month USD-LIBOR

 

4.00%

 

223,337

 

 

Deutsche Bank

 

£

400

 

9/15/10

 

 

6-Month GBP-LIBOR

 

5.00%

 

1,125

 

 

Deutsche Bank

 

$

304,600

 

12/17/10

 

 

3-Month USD-LIBOR

 

4.00%

 

(9,213

)

 

Goldman Sachs

 

BRL

18,000

 

1/2/12

 

 

BRL-CDI-Compounded

 

10.15%

 

(769,216

)

 

Goldman Sachs

 

$

20,570

 

12/17/15

 

 

3-Month USD-LIBOR

 

5.00%

 

138,574

 

 

Goldman Sachs

 

£

300

 

9/17/18

 

 

5.25%

 

6-Month GBP-LIBOR

 

(15,896

)

 

Goldman Sachs

 

$

6,600

 

12/17/28

 

 

5.00%

 

3-Month USD-LIBOR

 

(256,649

)

 

Goldman Sachs

 

£

200

 

3/18/39

 

 

5.00%

 

6-Month GBP-LIBOR

 

(14,545

)

 

HSBC Bank

 

BRL

9,800

 

1/2/12

 

 

BRL-CDI-Compounded

 

14.765%

 

(13,160

)

 

JPMorgan Chase

 

$

25,100

 

12/17/09

 

 

3-Month USD-LIBOR

 

4.00%

 

(30,591

)

 

JPMorgan Chase

 

BRL

11,600

 

1/2/12

 

 

BRL-CDI-Compounded

 

14.765%

 

20,580

 

 

JPMorgan Chase

 

19,000

 

9/17/13

 

 

4.75%

 

6-Month EUR-LIBOR

 

87,374

 

 

JPMorgan Chase

 

10,500

 

9/17/18

 

 

5.00%

 

6-Month EUR-LIBOR

 

(193,434

)

 

Merrill Lynch & Co.

 

$

34,000

 

6/17/10

 

 

3-Month USD-LIBOR

 

4.00%

 

367,020

 

 

Merrill Lynch & Co.

 

 

22,200

 

12/17/10

 

 

3-Month USD-LIBOR

 

4.00%

 

(258,316

)

 

Merrill Lynch & Co.

 

BRL

9,500

 

1/2/12

 

 

BRL-CDI-Compounded

 

14.765%

 

(17,328

)

 

Merrill Lynch & Co.

 

$

1,700

 

12/17/23

 

 

5.00%

 

3-Month USD-LIBOR

 

(29,761

)

 

 

24 PIMCO High Income Fund Semi-Annual Report | 9.30.08

 


 

PIMCO High Income Fund Notes to Financial Statements

September 30, 2008 (unaudited)

 

3. Investments in Securities (continued)

 

 

 

 

 

 

 

Rate Type

 

 

 

Swap Counterparty

 

Notional
Amount
(000)

 

Termination
Date

 

Payments
made by
Fund

 

Payments
received by
Fund

 

Unrealized
Appreciation
(Depreciation)

 

Morgan Stanley 

 

MXN

162,000

 

5/14/09

 

 

28-Day Mexico
Interbank TIIE Banxico

 

7.91%

 

$(46,751

)

 

Morgan Stanley

 

$

323,900

 

12/17/10

 

 

3-Month USD-LIBOR

 

4.00%

 

650,453

 

 

Morgan Stanley

 

BRL

174,100

 

1/2/12

 

 

BRL-CDI-Compounded

 

10.115%

 

(8,385,338

)

 

Morgan Stanley

 

$

4,000

 

12/17/15

 

 

3-Month USD-LIBOR

 

5.00%

 

64,547

 

 

Morgan Stanley

 

 

222,900

 

12/17/18

 

 

5.00%

 

3-Month USD-LIBOR

 

(6,408,065

)

 

Morgan Stanley

 

 

156,500

 

12/17/38

 

 

5.00%

 

3-Month USD-LIBOR

 

(10,451,961

)

 

Royal Bank of Scotland

 

 

96,400

 

6/17/10

 

 

3-Month USD-LIBOR

 

4.00%

 

1,057,722

 

 

Royal Bank of Scotland

 

 

157,700

 

12/17/10

 

 

3-Month USD-LIBOR

 

4.00%

 

747,756

 

 

Royal Bank of Scotland

 

 

97,800

 

12/17/15

 

 

3-Month USD-LIBOR

 

5.00%

 

1,571,321

 

 

Royal Bank of Scotland

 

 

100

 

12/17/23

 

 

5.00%

 

3-Month USD-LIBOR

 

(2,365

)

 

Royal Bank of Scotland

 

 

200

 

12/17/38

 

 

5.00%

 

3-Month USD-LIBOR

 

(13,265

)

 

 

 

 

 

 

 

 

 

 

 

 

 

$(30,216,430

)

 

The Fund received $18,750,000 par value in U.S. Treasury Bills as collateral for swap contracts.

 


BRL—Brazilian Real

CDI—Inter-bank Deposit Certificate

EUR/€—Euro

GBP/£—British Pound

LIBOR—London Inter-Bank Offered Rate

MXN—Mexican Peso

TIIE—Inter-bank Equilibrium Interest Rate

 

(e) Forward foreign currency contracts outstanding at September 30, 2008:

 

 

 

U.S. $ Value on
Origination Date

 

U.S. $ Value
September 30, 2008

 

Unrealized
Appreciation
(Depreciation)

 

Purchased:

 

 

 

 

 

 

 

 

 

 

34,557,900 Brazilian Real settling 12/2/08

 

$20,168,018

 

 

$17,704,749

 

 

$(2,463,269

)

 

42,356,000 Euro settling 10/3/08

 

59,467,824

 

 

59,501,566

 

 

33,742

 

 

 

 

 

 

 

 

 

 

 

 

 

Sold:

 

 

 

 

 

 

 

 

 

 

2,245,498 Brazilian Real settling 12/2/08

 

1,379,702

 

 

1,150,417

 

 

229,285

 

 

42,356,000 Euro settling 10/3/08

 

61,996,477

 

 

59,501,566

 

 

2,494,911

 

 

42,356,000 Euro settling 10/16/08

 

59,573,714

 

 

59,582,321

 

 

(8,607

)

 

3,265,000 British Pound settling 11/3/08

 

5,931,525

 

 

5,835,203

 

 

96,322

 

 

 

 

 

 

 

 

 

 

 

$382,384

 

 

 

(f) Open reverse repurchase agreements at September 30, 2008:

 

Counterparty

 

Rate

 

Trade Date

 

Maturity Date

 

Principal & Interest

 

Par

 

Merrill Lynch & Co.

 

2.85%

 

9/10/08

 

10/14/08

 

$9,402,606

 

 

$9,387,000

 

 

 

The weighted average daily balance of reverse repurchase agreements outstanding during the six months ended September 30, 2008 was $9,387,000 at a weighted average interest rate of 2.85%.

 

9.30.08 | PIMCO High Income Fund Semi-Annual Report 25


 

PIMCO High Income Fund Notes to Financial Statements

September 30, 2008 (unaudited)

 

3. Investments in Securities (continued)

 

Details of underlying collateral for open reverse repurchase agreements at September 30, 2008, as reflected in the Schedule of Investments:

 

Counterparty

 

Description

 

Rate

 

Maturity Date

 

Par

 

Market Value

 

Merrill Lynch & Co.

 

Countrywide Financial Corp.

 

1.253%

 

4/15/37

 

$10,000,000

 

 

 

$9,850,000

 

 

 

4. Income Tax Information

The cost basis of portfolio securities of $2,307,493,779 is substantially the same for both federal income tax and financial reporting purposes. Aggregate gross unrealized appreciation for securities in which there is an excess value over tax cost is $5,974,431; aggregate gross unrealized depreciation for securities in which there is an excess of tax cost over value is $423,768,465; net unrealized depreciation for federal income tax purposes is $417,794,034.

 

5. Auction-Rate Preferred Shares

The Fund has issued 7,200 shares of Preferred Shares Series M, 7,200 shares of Preferred Shares Series T, 7,200 shares of Preferred Shares Series W, 7,200 shares of Preferred Shares Series TH and 7,200 shares of Preferred Shares Series F, each with a net asset and liquidation value of $25,000 per share plus accrued dividends.

 

Dividends and distributions of net realized long-term capital gains, if any, are accumulated daily at an annual rate (typically re-set every seven days) through auction procedures.

 

For the six months ended September 30, 2008, the annualized dividend rates ranged from:

 

 

 

High

 

Low

 

At September 30, 2008

 

Series M

 

4.413

%

 

2.912

%

 

3.287

%

 

Series T

 

4.023

%

 

2.927

%

 

4.023

%

 

Series W

 

3.933

%

 

2.927

%

 

3.573

%

 

Series TH

 

4.713

%

 

2.957

%

 

4.713

%

 

Series F

 

4.473

%

 

2.927

%

 

4.278

%

 

 

6. Subsequent Common Dividend Declaration

On October 1, 2008, a dividend of $0.121875 per share was declared to common shareholders payable November 3, 2008 to shareholders of record on October 11, 2008.

 

See Subsequent Event — Postponement of Payment and Declaration of Common Share Dividend

 

7. Legal Proceedings

In June and September 2004, the Investment Manager and certain of its affiliates (including PEA Capital LLC (“PEA”), Allianz Global Investors Distributors LLC and Allianz Global Investors of America L.P.), agreed to settle, without admitting or denying the allegations, claims brought by the Securities and Exchange Commission and the New Jersey Attorney General alleging violations of federal and state securities laws with respect to certain open-end funds for which the Investment Manager serves as investment adviser. The settlements related to an alleged “market timing”, arrangement in certain open-end funds formerly sub-advised by PEA. The Investment Manager and its affiliates agreed to pay a total of $68 million to settle the claims. In addition to monetary payments, the settling parties agreed to undertake certain corporate governance, compliance and disclosure reforms related to market timing, and consented to cease and desist orders and censures. Subsequent to these events, PEA deregistered and dissolved. None of the settlements alleged that any inappropriate activity took place with respect to the Fund.

 

Since February 2004, the Investment Manager and certain of its affiliates and their employees have been named as defendants in a number of pending lawsuits concerning “market timing” which allege the same or similar conduct underlying the regulatory settlements discussed above. The market timing lawsuits have been consolidated in a multi-district litigation proceeding in the U. S. District Court of Maryland. Any potential resolution of these matters may include, but not be limited to, judgments or settlements for damages against the Investment Manager or its affiliates or related injunctions.

 

The Investment Manager and the Sub-Adviser believe that these matters are not likely to have a material adverse effect on the Fund or on their ability to perform their respective investment advisory activities relating to the Fund.

 

The foregoing speaks only as of the date hereof.

 

26 PIMCO High Income Fund Semi-Annual Report | 9.30.08

 


 

PIMCO High Income Fund Financial Highlights

For a share of common stock outstanding throughout each period:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months
ended

 

 

 

 

 

 

 

 

 

 

 

 

 

For the period
April 30, 2003*

 

 

 

September 30, 2008

 

Year ended March 31,

 

 

through

 

 

 

(unaudited)

 

2008

 

 

2007

 

 

2006

 

 

2005

 

 

March 31, 2004

 

Net asset value, beginning of period

 

$11.28

 

 

$15.19

 

 

$15.02

 

 

$15.02

 

 

$15.45

 

 

$14.33

**

 

Investment Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

0.77

 

 

1.71

 

 

1.68

 

 

1.66

 

 

1.65

 

 

1.28

 

 

Net realized and change in unrealized gain (loss) on investments, futures  contracts, options written, swaps,  unfunded loan commitments,  foreign currency transactions and  contingent loss on contractual  counterparty agreements

 

(2.74

)

 

(2.64

)

 

0.67

 

 

0.13

 

 

0.03

 

 

1.23

 

 

Total from investment operations

 

(1.97

)

 

(0.93

)

 

2.35

 

 

1.79

 

 

1.68

 

 

2.51

 

 

Dividends and Distributions on Preferred Shares from:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

(0.12

)

 

(0.36

)

 

(0.36

)

 

(0.29

)

 

(0.14

)

 

(0.07

)

 

Net realized gains

 

 

 

(0.04

)

 

(0.03

)

 

(0.00)

(a)

 

(0.01

)

 

 

 

Total dividends and distributions on preferred shares

 

(0.12

)

 

(0.40

)

 

(0.39

)

 

(0.29

)

 

(0.15

)

 

(0.07

)

 

Net increase (decrease) in net assets applicable to common shareholders  resulting from investment operations

 

(2.09

)

 

(1.33

)

 

1.96

 

 

1.50

 

 

1.53

 

 

2.44

 

 

Dividends and Distributions to Common Shareholders from:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

(0.73

)

 

(1.46

)

 

(1.46

)

 

(1.46

)

 

(1.51

)

 

(1.22

)

 

Net realized gains

 

 

 

(1.12

)

 

(0.33

)

 

(0.04

)

 

(0.45

)

 

 

 

Total dividends and distributions to common shareholders

 

(0.73

)

 

(2.58

)

 

(1.79

)

 

(1.50

)

 

(1.96

)

 

(1.22

)

 

Capital Share Transactions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock offering costs charged to paid in capital in excess of par

 

 

 

 

 

 

 

 

 

 

 

(0.01

)

 

Preferred shares offering costs/ underwriting discounts charged to  paid-in capital in excess of par

 

 

 

 

 

 

 

 

 

 

 

(0.09

)

 

Total capital share transactions

 

 

 

 

 

 

 

 

 

 

 

(0.10

)

 

Net asset value, end of period

 

$8.46

 

 

$11.28

 

 

$15.19

 

 

$15.02

 

 

$15.02

 

 

$15.45

 

 

Market price, end of period

 

$8.54

 

 

$11.72

 

 

$15.96

 

 

$15.07

 

 

$14.08

 

 

$14.78

 

 

Total Investment Return (1)

 

(22.13

)%

 

(10.55

)%

 

19.29

%

 

18.35

%

 

8.81

%

 

7.08

%

 

RATIOS/SUPPLEMENTAL DATA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net assets applicable to common shareholders, end of period (000)

 

$995,061

 

 

$1,319,726

 

 

$1,756,273

 

 

$1,720,103

 

 

$1,716,259

 

 

$1,765,102 

 

 

Ratio of expenses to average net assets including interest expense (2)(3)

 

1.47%

(4)

 

1.53

%

 

1.55

%

 

1.28

%

 

1.26

%

 

1.18%

(4)

 

Ratio of expenses to average net assets excluding interest expense (2)(3)

 

1.47%

(4)

 

1.32

%

 

1.28

%

 

1.27

%

 

1.26

%

 

1.18%

(4)

 

Ratio of net investment income to average net assets (2)

 

14.18%

(4)

 

12.49

%

 

11.29

%

 

11.02

%

 

10.68

%

 

9.34%

(4)

 

Preferred shares asset coverage per share

 

$27,639

 

 

$61,644

 

 

$73,758

 

 

$72,762

 

 

$72,662

 

 

$74,024

 

 

Portfolio turnover

 

147

%

 

99

%

 

53

%

 

65

%

 

40

%

 

73

%

 

 

*

 

Commencement of operations.

**

 

Initial public offering price of $15.00 per share less underwriting discount of $0.675 per share.

(a)

 

Less then $0.005 per common share.

(1)

 

Total investment return is calculated assuming a purchase of common stock at the current market price on the first day of each period and a sale at the current market price on the last day of each period reported. Dividends and distributions are assumed, for purposes of this calculation, to be reinvested at prices obtained under the Fund’s dividend reinvestment plan. Total investment return does not reflect brokerage commissions or sales charges. Total investment return for a period of less than one year is not annualized.

(2)

 

Calculated on the basis of income and expenses applicable to both common and preferred shares relative to the average net assets of common shareholders.

(3)

 

Inclusive of expenses offset by custody credits earned on cash balances at the custodian bank. (See note 1(o) in Notes to Financial Statements).

(4)

 

Annualized.

 

See accompanying Notes to Financial Statements. | 9.30.08 | PIMCO High Income Fund Semi-Annual Report 27


 

PIMCO High Income Fund Matters Relating to the Trustees’ Consideration of the
Investment Management and Portfolio Management
Agreements
(unaudited)

 

The Investment Company Act of 1940 requires that both the full Board of Trustees (the “Trustees”) and a majority of the non-interested (“Independent”) Trustees, voting separately, approve the Fund’s Management Agreements (the “Advisory Agreements”) with the Investment Manager and Portfolio Management Agreement (the “Sub-Advisory Agreement”, and together with the Advisory Agreement, the “Agreements”) between the Investment Manager and the Sub-Adviser. The Trustees met on June 10-11, 2008 (the “contract review meeting”) for the specific purpose of considering whether to approve the Advisory Agreement and the Sub-Advisory Agreement. The Independent Trustees were assisted in their evaluation of the Agreements by independent legal counsel, from whom they received separate legal advice and with whom they met separately from Fund management during the contract review meeting.

 

Based on their evaluation of factors that they deemed to be material, including those factors described below, the Board of Trustees, including a majority of the Independent Trustees, concluded that the continuation of the Fund’s Advisory Agreements and the Sub-Advisory Agreements should be approved for a one-year period commencing July 1, 2008.

 

In connection with their deliberations regarding the continuation of the Agreements, the Trustees, including the Independent Trustees, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. As described below, the Trustees considered the nature, quality, and extent of the various investment management, administrative and other services performed by the Investment Manager or the Sub-Adviser under the applicable Agreements.

 

In connection with their contract review meeting, the Trustees received and relied upon materials provided by the Investment Manager which included, among other items: (i) information provided by Lipper Inc. (“Lipper”) on the total return investment performance (based on net assets) of the Fund for various time periods and the investment performance of a group of funds with substantially similar investment classifications/objectives as the Fund identified by Lipper and the performance of applicable benchmark indices, (ii) information provided by Lipper on the Fund’s management fees and other expenses and the management fees and other expenses of comparable funds identified by Lipper, (iii) information regarding the investment performance and management fees of comparable portfolios of other clients of the Sub-Adviser, including institutional separate accounts and other clients, (iv) the profitability to the Investment Manager and the Sub-Adviser from their relationship with the Fund for the twelve months ended March 31, 2008, (v) descriptions of various functions performed by the Investment Manager and the Sub-Adviser for the Fund, such as portfolio management, compliance monitoring and portfolio trading practices, and (vi) information regarding the overall organization of the Investment Manager and the Sub-Adviser, including information regarding senior management, portfolio managers and other personnel providing investment management, administrative and other services to the Fund.

 

The Trustees’ conclusions as to the continuation of the Agreement were based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors.

 

As part of their review, the Trustees examined the Investment Manager’s and the Sub-Adviser’s ability to provide high quality investment management and other services to the Fund. The Trustees considered the investment philosophy and research and decision-making processes of the Sub-Adviser; the experience of key advisory personnel of the Sub-Adviser responsible for portfolio management of the Fund; the ability of the Investment Manager and the Sub-Adviser to attract and retain capable personnel; the capability and integrity of the senior management and staff of the Investment Manager and the Sub-Adviser; and the level of skill required to manage the Fund. In addition, the Trustees reviewed the quality of the Investment Manager’s and the Sub-Adviser’s services with respect to regulatory compliance and compliance with the investment policies of the Fund; the nature and quality of certain administrative services the Investment Manager is responsible for providing to the Fund; and conditions that might affect the Investment Manager’s or the Sub-Adviser’s ability to provide high quality services to the Fund in the future under the Agreements, including each organization’s respective business reputation, financial condition and operational stability. Based on the foregoing, the Trustees concluded that the Sub-Adviser’s investment process, research capabilities and philosophy were well suited to the Fund given their investment objectives and policies, and that the Investment Manager and the Sub-Adviser would be able to continue to meet any reasonably foreseeable obligations under the Agreements.

 

Based on information provided by Lipper, the Trustees also reviewed the Fund’s total return investment performance as well as the performance of comparable funds identified by Lipper In the course of their deliberations, the Trustees took into account information provided by the Investment Manager in connection with the contract review meeting,

 

28 PIMCO High Income Fund Semi-Annual Report | 9.30.08

 

 


 

PIMCO High Income Fund Matters Relating to the Trustees’ Consideration of the
Investment Management and Portfolio Management
Agreements
(unaudited) (continued)

 

as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Fund’s performance.

 

In assessing the reasonableness of the Fund’s fees under the Agreements, the Trustees considered, among other information, each Fund’s management fee and the total expense ratio as a percentage of average net assets attributable to common shares and the management fee and total expense ratios of comparable funds identified by Lipper.

 

For the Fund, the Trustees specifically took note of how the Fund compared to its Lipper peers as to performance, management fee expenses and total expenses. The Trustees noted that the Investment Manager had provided a memorandum containing comparative information on the performance and expenses information of the Fund compared to the their Lipper peer categories. The Trustees noted that while the Fund is not charged a separate administration fee, it was not clear whether the peer funds in the Lipper categories were charged such a fee by their investment managers.

 

The Trustees noted that the Fund outperformed its peer group’s median and low returns but had underperformed its peer group’s high returns for the one-year and three-year periods ended March 31, 2008. The Trustees also noted that the Fund’s expense ratio was below the high for its peer group but was above the median and the low for its peer group.

 

After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the Agreement, that they were satisfied with the Investment Manager’s and the Sub-Adviser’s responses and efforts relating to investment performance and the comparative positioning of the Fund with respect to the management fee paid to the Investment Manager.

 

The Trustees also considered the management fees charged by the Sub-Advisers to other clients, including institutional separate accounts with investment strategies similar to those of the Fund. Regarding the institutional separate accounts, they noted that the management fees paid by the Fund are generally higher than the fees paid by these clients of the Sub-Adviser, but were advised that the administrative burden for the Investment Manager and the Sub-Advisers with respect to the Fund are also relatively higher, due in part to the more extensive regulatory regime to which the Fund are subject in comparison to institutional separate accounts. The Trustees noted that the management fees paid by the Fund were generally higher than the fees paid by the open-end funds offered for comparison but were advised that there are additional portfolio management challenges in managing the Fund, such as the use of leverage and meeting a regular dividend.

 

The Trustees also took into account that the Fund has preferred shares outstanding, which increases the amount of fees received by the Investment Manager and the Sub-Adviser under the Agreements (because the fees are calculated based on either the Fund’s net assets or total managed assets, including assets attributable to preferred shares and other forms of leverage outstanding but not deducting any liabilities connected to the leverage). In this regard, the Trustees took into account that the Investment Manager and the Sub-Adviser have a financial incentive for the Fund to continue to have preferred shares outstanding, which may create a conflict of interest between the Investment Manager and the Sub-Adviser, on one hand, and the Fund’s common shareholders, on the other. In this regard, the Trustees considered information provided by the Investment Manager and the Sub-Adviser indicating that the Fund’s use of leverage through preferred shares continues to be appropriate and in the interests of the respective Fund’s common shareholders.

 

Based on a profitability analysis provided by the Investment Manager, the Trustees also considered the profitability of the Investment Manager and the Sub-Adviser from their relationship with the Fund and determined that such profitability was not excessive.

 

The Trustees also took into account that, as a closed-end investment company, the Fund does not currently intend to raise additional assets, so the assets of the Fund will grow (if at all) only through the investment performance of the Fund. Therefore, the Trustees did not consider potential economies of scale as a principal factor in assessing the fee rates payable under the Agreements.

 

Additionally, the Trustees considered so-called “fall-out benefits” to the Investment Manager and the Sub-Adviser, such as reputational value derived from serving as Investment Manager and Sub-Adviser to the Fund.

 

After reviewing these and other factors described herein, the Trustees concluded with respect to the Fund, within the context of their overall conclusions regarding the Agreements, that the fees payable under the Agreements represent reasonable compensation in light of the nature and quality of the services being provided by the Investment Manager and Sub-Adviser to the Fund.

 

 

9.30.08 | PIMCO High Income Fund Semi-Annual Report 29


 

PIMCO High Income Fund

September 30, 2008 (unaudited)

 

Board of Trustees Information

 

In May 2008, the Fund’s Board of Trustees appointed Diana L. Taylor as a Trustee.

Mr. John J. Dalessandro served as a trustee of the Fund until his death on September 14, 2008.

 

 

Subsequent Event — Postponement of Payment and Declaration of Common Share Dividend

On November 3, 2008, the Fund announced that due to recent market conditions and requirements under the Fund’s By-laws and the Investment Company Act of 1940, as amended (the “1940 Act”) it has postponed the payment of the previously declared (October 1, 2008) dividend on the Fund’s common shares scheduled for payment on November 3, 2008 and the declaration of the next dividend on the Fund’s common shares, which would have been paid in December 2008

 

The declared dividend ($0.121875 per common share) payable on November 3, 2008 to shareholders of record on October 11, 2008, with an ex-dividend date of October 8, 2008, was not paid on November 3, 2008.

 

In accordance with the 1940 Act and the Fund’s By-laws, the Fund is not permitted to pay or declare common share dividends unless the Fund’s auction rate preferred shares (“ARPS”) have a minimum asset coverage of 200% (“200% Level”) after payment of the common share dividend or declaration of the common share dividend. Due to current market conditions, the value of the Fund’s portfolio securities has declined, which has caused the Fund’s asset coverage ratio to fall below the 200% Level.

 

As the Fund announced in a press release dated October 24, 2008, the Fund’s ability to earn sufficient income to pay the previously declared dividend or declare the December dividend was not impacted by this decline in the asset coverage ratio or market conditions. Therefore, if market conditions improve and the value of the Fund’s assets increases to a point where the Fund has adequate asset coverage, the Fund intends to pay the common share dividend previously declared and declare the dividend scheduled to be declared today. The Fund will make a subsequent public announcement as to the payment of the November common share dividend and the declaration of future dividends. In the event that the Fund’s asset coverage does not increase to at least the 200% Level on or before a cure date as specified in the By-laws, the Fund will redeem, within 35 days after such cure date, an amount of ARPS sufficient to bring the asset coverage back up to the 200% Level.

 

 

Subsequent Event — Partial Redemption of Auction Rate Preferred Shares (“ARPS”)

On November 19, 2008, the Fund announced that it will redeem, at par, a portion of its ARPS, beginning December 8, 2008 and concluding on December 12, 2008. In addition, on November 25, 2008 the Fund announced it will redeem at PAR, an additional portion of its ARPS beginning December 15, 2008 and concluding December 19, 2008.

 

The decision to redeem a portion of the Fund’s ARPS was made by the Fund’s Board of Trustees at the recommendation of the Fund’s Investment Manager and Sub-Adviser and is intended to increase asset coverage of the Fund’s ARPS above the 200% Level (subject to future market conditions), permitting the Fund to pay the previously declared common share dividend originally scheduled to be paid in November 2008 and to declare common share dividends for November and December 2008. An announcement regarding actual dividend payment and declarations dates will be made at a future date.

 

The Fund will redeem, in total, $438,000,000 of its outstanding ARPS ($87,600,000 for each of the five series of ARPS outstanding) at the full liquidation preference of $25,000 per share plus accumulated but unpaid dividends, up to each series respective dates of redemption.

 

 

Subsequent Event — Market Conditions

Recent events in the financial sector have resulted in an unusually high degree of volatility in the financial markets and the net asset value of many investment companies, including the Fund. The Fund’s exposure to the financial sector in general, as reflected in the Fund’s Schedule of Investments, subject investors to the potential for an unusually high degree of volatility in the Fund’s performance resulting from these and other events.

 

 

Proxy Voting Policies & Procedures:

A description of the policies and procedures that the Fund has adopted to determine how to vote proxies relating to portfolio securities and information about how the Fund voted proxies relating to portfolio securities held during the twelve month period ended June 30 is available (i) without charge, upon request, by calling the Fund’s shareholder servicing agent at (800) 331-1710; (ii) on the Fund’s website at www.allianzinvestors.com/closedendfunds; and (iii) on the Securities and Exchange Commission’s website at www.sec.gov.

 

30 PIMCO High Income Fund Semi-Annual Report | 9.30.08

 

 


 

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34 PIMCO High Income Fund Semi-Annual Report | 9.30.08

 

 


 

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9.30.08 | PIMCO High Income Fund Semi-Annual Report 35


 

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36 PIMCO High Income Fund Semi-Annual Report | 9.30.08

 

 


 

Trustees and Principal Officers

Hans W. Kertess

Brian S. Shlissel

Trustee, Chairman of the Board of Trustees

President & Chief Executive Officer

Paul Belica

Lawrence G. Altadonna

Trustee

Treasurer, Principal Financial & Accounting Officer

Robert E. Connor

Thomas J. Fuccillo

Trustee

Vice President, Secretary & Chief Legal Officer

John C. Maney

Scott Whisten

Trustee

Assistant Treasurer

William B. Ogden, IV

Richard J. Cochran

Trustee

Assistant Treasurer

R. Peter Sullivan III

Youse E. Guia

Trustee

Chief Compliance Officer

Diana L. Taylor

William V. Healey

Trustee

Assistant Secretary

 

Richard H. Kirk

 

Assistant Secretary

 

Kathleen A. Chapman

 

Assistant Secretary

 

Lagan Srivastava

 

Assistant Secretary

 

Investment Manager

Allianz Global Investors Fund Management LLC

1345 Avenue of the Americas

New York, NY 10105

 

Sub-Adviser

Pacific Investment Management Company LLC

840 Newport Center Drive

Newport Beach, CA 92660

 

Custodian & Accounting Agent

State Street Bank & Trust Co.

801 Pennsylvania

Kansas City, MO 64105-1307

 

Transfer Agent, Dividend Paying Agent and Registrar

PNC Global Investment Servicing

P.O. Box 43027

Providence, RI 02940-3027

 

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

300 Madison Avenue

New York, NY 10017

 

Legal Counsel

Ropes & Gray LLP

One International Place

Boston, MA 02110-2624

 

This report, including the financial information herein, is transmitted to the shareholders of PIMCO High Income Fund for their information. It is not a prospectus, circular or representation intended for use in the purchase of shares of the Fund or any securities mentioned in this report.

 

The financial information included herein is taken from the records of the Fund without examination by an independent registered accounting firm, who did not express an opinion thereon.

 

Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that from time to time the Fund may purchase shares of its common stock in the open market.

 

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of its fiscal year on Form N-Q. The Fund’s Form N-Q is available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330. The information on Form N-Q is also available on the Fund’s website at www.allianzinvestors.com/closedendfunds.

 

On December 26, 2007, the Fund submitted a CEO annual certification to the New York Stock Exchange (“NYSE”) on which the Fund’s principal executive officer certified that he was not aware, as of that date, of any violation by the Fund of the NYSE’s Corporate Governance listing standards. In addition, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and related SEC rules, the Fund’s principal executive and principal financial officer made quarterly certifications, included in filings with the SEC on Forms N-CSR and N-Q relating to, among other things, the Fund’s disclosure controls and procedures and internal control over financial reporting, as applicable.

 

Information on the Fund is available at www.allianzinvestors.com/closedendfunds or by calling the Fund’s shareholder servicing agent at (800) 331-1710.


 

 


 

ITEM 2. CODE OF ETHICS

 

               Not required in this filing.

 

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT

 

               Not required in this filing.

 

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

               Not required in this filing.

 

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANT

 

               Not required in this filing.

 

ITEM 6. SCHEDULE OF INVESTMENTS Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this form.

 

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED END MANAGEMENT INVESTMENT COMPANIES.

 

               Not required in this filing.

 

ITEM 8. PORTFOLIO MANAGERS OF CLOSED END MANAGEMENT INVESTMENT COMPANIES

 

               Not required in this filing.

 

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED COMPANIES

 

               None

 

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

There have been no material changes to the procedures by which shareholders may recommend nominees to the Fund’s Board of Trustees since the Fund last provided disclosure in response to this item.

 

ITEM 11. CONTROLS AND PROCEDURES

 

(a) The registrant’s President and Chief Executive Officer and Treasurer, Principal Financial and Accounting Officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-2(c) under the Act (17 CFR 270.3a-3(c))), as amended are effective based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document.

 

(b) There were no significant changes over financial reporting (as defined in Rule 30a-3(d)) under the Act (17 CFR 270.3a-3(d))) that occurred during the second  fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s control over financial reporting.

 

ITEM 12. EXHIBITS

 

(a) (1) Exhibit 99 Cert. - Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

(b) Exhibit 99.906 Cert. - Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 



 

Signature

 

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 ) PIMCO High Income Fund

 

By

/s/ Brian S. Shlissel

 

President and Chief Executive Officer

 

Date

December 5, 2008

 

 

 

By

/s/ Lawrence G. Altadonna

 

Treasurer, Principal Financial & Accounting Officer

 

Date

December 5, 2008

 

 

 

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/ Brian S. Shlissel

 

President and Chief Executive Officer

 

Date

December 5, 2008

 

 

 

By

/s/ Lawrence G. Altadonna

 

Treasurer, Principal Financial & Accounting Officer

 

Date

December 5, 2008