Edgar Filing: PCM FUND, INC.

PCM Fund

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: 811-07816

PCM Fund, Inc.

(Exact name of registrant as specified in charter)

1633 Broadway, New York, New York 10019

(Address of principal executive offices) (Zip code)

Lawrence G. Altadonna – 1633 Broadway, New York, New York 10019

(Name and address of agent for service)

Registrant’s telephone number, including area code: 212-739-3371

Date of fiscal year end: December 31, 2013

Date of reporting period: June 30, 2013

ITEM 1. REPORT TO SHAREHOLDERS

PCM Fund, Inc.

PIMCO Dynamic Credit Income Fund

Semiannual Report

June 30, 2013

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Contents


	2-3			Letter to Stockholders/Shareholders
	4-5			Fund Insights
	6-7			Performance and Statistics
	8-39			Schedules of Investments
	40			Statements of Assets and Liabilities
	41			Statements of Operations
	42-43			Statements of Changes in Net Assets
	44			Statements of Cash Flows
	45-61			Notes to Financial Statements
	62-63			Financial Highlights
	64			Annual Stockholder Meeting Results/Proxy Voting Policies & Procedures/Loan Investments and Origination
	65-71			Matters Relating to the Directors’/Trustees’ Consideration of the Investment Management & Portfolio Management Agreements

Letter from the Chairman and President & CEO

LOGO

Hans W. Kertess

Chairman of the Board

LOGO

Brian S. Shlissel

President & Chief Executive Officer

Dear Stockholders/Shareholders:

The US economy continued to expand throughout the fiscal six-month reporting period ended June 30, 2013. In contrast, growth in many other developed countries moderated and in certain situations fell into recession. Overall, the Federal Reserve’s (the “Fed”) monetary policy supported the US stock market while the US fixed income market was adversely impacted by rising interest rates.

For the reporting period ended June 30, 2013:

PCM Fund, Inc. returned 3.74% on net asset value (“NAV”) and 1.57% on market price.

PIMCO Dynamic Credit Income Fund returned 1.06% on NAV and -6.52% on market price since its inception on January 31, 2013.

For the six-month reporting period ended June 30, 2013, the US Treasury market, as measured by the Barclays US Treasury Index, returned 0.06% and the Barclays Fixed Rate MBS Index, which measures the performance of investment grade fixed-rate mortgage backed securities, declined 2.04% during the period. The Barclays US Aggregate Index, a broad measure of government and corporate bond performance, fell 2.44% and the Barclays US Credit Index, a measure of corporate bond performance, declined 3.62%.

The US economy continued to grow during the fiscal six-month reporting period however, the pace of expansion was far from robust. Gross domestic product (“GDP”), the value of goods and services produced in the country, the broadest measure of economic activity and the principal indicator of economic performance, grew at an annual pace of 0.4% during the fourth quarter of 2012. GDP growth rose to 1.8% during the first quarter of 2013, partially due to stronger consumer spending.

While US economic data was mixed, there were continuing signs of the long-awaited recovery in the housing market. In addition unemployment remains elevated although the unemployment rate declined from 7.8% in December 2012 to 7.6% in June 2013 as the pace of new job growth trended higher. Elsewhere, despite concerns of higher tax rates, the “fiscal cliff” and sequestration, consumer spending held up relatively well during the reporting period.

The Fed and other developed country central banks, including the European Central Bank and The Bank of Japan, maintained their accommodative monetary policies during the reporting period. However, following its meeting on June 19, 2013, Fed Chairman Bernanke said “…the Committee currently anticipates that it would be appropriate to moderate the monthly pace of purchases later this year; and if the subsequent data remain broadly aligned with our current expectations for the economy, we would continue to reduce the pace of purchases in measured steps through the first half of next year, ending purchases around midyear.” These comments triggered a sharp rise in Treasury yields and falling bond prices. The benchmark 10-year Treasury bond began the fiscal period yielding 1.78% and ended the six-month period at 2.52%.


2		June 30, 2013 \|		Semiannual Report

Outlook

As the second half of the year unfolds, the mood appears similar to late December 2012. Market volatility has increased, not due to economic concerns, but rather uncertainties surrounding the Fed tapering its asset purchases. In fact, most economic measures have demonstrated improvement. The housing market has rebounded sharply in recent months, the labor market has picked up and consumer confidence has been on the upswing. At the same time, inflation remains tame.

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Still, there are two major headwinds: fear over the Fed winding down quantitative easing sooner than expected and concerns about China’s economic slowdown and overall emerging market weakness. We expect the Fed’s stance to remain accommodative, even if it starts to taper its purchase program toward the end of the year. Fed tapering is likely to create higher volatility, but we believe that the Fed will only raise interest rates if it is confident the economic recovery is on solid footing. As for China, its cyclical data is showing signs of weakness, but it is our view that it is not weak enough to dramatically curtail growth.

For specific information on the Funds and their performance, please review the following pages. If you have any questions regarding the information provided, we encourage you to contact your financial advisor or call the Funds’ shareholder servicing agent at (800) 254-5197. In addition, a wide range of information and resources are available on our website, us.allianzgi.com/closedendfunds.

Together with Allianz Global Investors Fund Management LLC, the Funds’ investment manager, and Pacific Investment Management Company LLC (“PIMCO”), the Funds’ sub-adviser, we thank you for investing with us.

We remain dedicated to serving your investment needs.

Sincerely,



Hans W. Kertess		Brian S. Shlissel
Chairman of the Board		President & Chief Executive Officer


Semiannual Report		\| June 30, 2013			3

Fund Insights

PCM Fund, Inc.

PIMCO Dynamic Credit Income Fund

PCM Fund, Inc.

For the six-month reporting period ended June 30, 2013, PCM Fund, Inc. (the “Fund”) returned 3.74% on net asset value (“NAV”) and 1.57% on market price, outperforming the unmanaged Barclays CMBS Investment Grade Index¹ (the “benchmark index”), which returned -1.31% during the reporting period.

The US fixed income market experienced periods of volatility during the reporting period, all told, weak results were generated. Market volatility was triggered by a number of factors, including uncertainties regarding the sequestration, the ongoing European sovereign debt crisis and geopolitical issues. While the Federal Reserve (the “Fed”) maintained its highly accommodative monetary policy, in June, the Fed indicated that it may begin to taper its asset purchase program sooner than previously anticipated. Against this backdrop, both short- and long-term Treasury yields moved sharply higher and the yield curve steepened.

Most spread sectors (non-US Treasuries) posted negative returns and generally performed in line with equal-duration Treasuries during the six months ended June 30, 2013. One notable exception was high yield corporate bonds, as the Barclays High Yield Index gained 1.42% during the reporting period. In contrast, the overall US fixed income market (as measured by the Barclays US Aggregate Index) declined 2.44%, and the commercial mortgage-backed

securities (“CMBS”) market, as measured by the benchmark index, fell 1.31%. For much of the reporting period, the CMBS market benefited from the strengthening economic environment and gradually improving fundamentals. However, the fixed income market’s sell-off in June 2013 also negatively impacted CMBS, which more than offset the gains achieved from the proceeding five months. Within the CMBS market, lower rated securities outperformed higher rated investments, as fixed-rate BBB CMBS returned 0.55%, compared to -1.71% for fixed-rate AAA CMBS.

Spread sector exposures generally produced positive results

The Fund’s exposure to the Banking sector contributed to performance during the reporting period. This sector generated solid results due to improving fundamentals and the ongoing economic recovery. The Fund’s performance was further enhanced by an allocation to non-agency mortgage-backed securities. The sector benefited from overall solid demand from investors looking to generate incremental yield in the low interest rate environment. Supporting non-agency mortgage-backed securities were continued signs of a rebound in the housing market.

Detracting from performance was the Fund’s allocation to super-senior CMBS as CMBS positioned high in the capital structure underperformed the lower rated (less senior) portion of the CMBS capital structure.

1. The Barclays CMBS Investment Grade Index is an index designed to mirror commercial mortgage-backed securities (“CMBS”) of investment grade quality (Baa3/BBB-/BBB- or above) using Moody’s, S&P, and Fitch respectively, with maturity of at least one year.


4		June 30, 2013 \|		Semiannual Report

Fund Insights (continued)

PIMCO Dynamic Credit Income Fund

For the period from its inception on January 31, 2013 through June 30, 2013 (the “reporting period”), PIMCO Dynamic Credit Income Fund (the “Fund”) returned 1.06% on net asset value (“NAV”) and -6.52% on market price. In comparison, the 80% Barclays Investment Grade Index/20% BofA High Yield Index (the “benchmark index”) returned -2.26%, the Barclays Global Credit Index, the BofA Merrill Lynch Global High Yield BB/B Constrained Index and the Credit Suisse Leveraged Loan Index returned -3.11%, -0.45% and 1.67%, respectively, during the same period.

The US fixed income market experienced periods of volatility during the reporting period. Market volatility was triggered by a number of factors, including moderating global growth, uncertainties regarding sequestration and the ongoing European sovereign debt crisis. A sharp rise in Treasury yields and falling bond prices were triggered by uncertainties surrounding the Fed tapering its asset purchases.

Sector and duration positioning drive results

An allocation to non-agency mortgage-backed securities contributed to results, as this sector outperformed the broader credit market due to generally positive supply/demand technicals. An emphasis on banking issues enhanced performance, as these bonds outperformed the broad credit market during the reporting period.

Extending the Fund’s duration in the second quarter detracted from performance, as rates rose sharply on the Fed’s taper talk. The Fund’s overweighting compared to the broad market to high yield corporate bonds was detrimental for performance, as their spreads widened during the reporting period. However, this was somewhat offset by the positive impact of the Fund’s exposure to higher coupon high yield corporate bonds. Elsewhere, the Fund’s tactical exposure to emerging market debt was not rewarded, as this asset class underperformed the broad credit market during the period.


Semiannual Report		\| June 30, 2013			5

Performance and Statistics

PCM Fund, Inc.

June 30, 2013 (unaudited)


Total Return⁽¹⁾:	Market Price		NAV
Six Month		1.57%		3.74%
1 Year		15.95%		21.52%
5 Year		16.90%		16.90%
10 Year		8.75%		10.21%
Commencement of Operations (9/2/93) to 6/30/13		8.92%		9.39%

Market Price/NAV Performance:

Commencement of Operations (9/2/93) to 6/30/13

LOGO


Market Price/NAV:
Market Price			$11.73
NAV			$11.30
Premium to NAV			3.81%
Market Price Yield⁽²⁾			8.18%
Leverage Ratio⁽³⁾			37.57%

Moody’s Rating

(as a % of total investments)

LOGO

(1) Past performance is no guarantee of future results. Total return is calculated by determining the percentage change in NAV or market price (as applicable) in the specified period. The calculation assumes that all dividends and distributions, if any, have been reinvested. Total return does not reflect broker commissions or sales charges in connection with the purchase or sale of Fund stock. Total return for a period of more than one year represents the average annual total return. Total return for a period of less than one year is not annualized.

Performance at market price will differ from 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 stock, or changes in the Fund’s dividends.

An investment in the Fund involves risk, including the loss of principal. Total return, market price, market price yield and NAV will fluctuate with changes in market conditions. This data is provided for information purposes 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 traded in the open market through a stock exchange. NAV is equal to total assets less total liabilities divided by the number of shares outstanding. Holdings are subject to change daily.

(2) Market Price Yield is determined by dividing the annualized current monthly dividend per share (comprised of net investment income) by the market price per share at June 30, 2013.

(3) Represents Reverse Repurchase Agreements (“Leverage”) outstanding, as a percentage of total managed assets. Total managed assets refer to total assets (including assets attributable to Leverage) minus liabilities (other than liabilities representing Leverage).


6		June 30, 2013 \|		Semiannual Report

Performance and Statistics

PIMCO Dynamic Credit Income Fund

June 30, 2013 (unaudited)


Total Return⁽¹⁾:	Market Price		NAV
Commencement of Operations (1/31/13) to 6/30/13		–6.52%		1.06%

Market Price/NAV Performance:

Commencement of Operations (1/31/13) to 6/30/13

LOGO


Market Price/NAV:
Market Price			$22.91
NAV			$23.50
Discount to NAV			(2.51)%
Market Price Yield⁽²⁾			8.18%
Leverage Ratio⁽³⁾			14.23%

Moody’s Ratings

(as a % of total investments)

LOGO

(1) Past performance is no guarantee of future results. Total return is calculated by determining the percentage change in NAV or market price (as applicable) in the specified period. The calculation assumes that all dividends and distributions, if any, have been reinvested. Total return does not reflect broker commissions or sales charges in connection with the purchase or sale of Fund shares. Total return for a period of less than one year is not annualized.

An investment in the Fund involves risk, including the loss of principal. Total return, market price, market price yield and NAV will fluctuate with changes in market conditions. This data is provided for information purposes 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 traded in the open market through a stock exchange. NAV is equal to total assets less total liabilities divided by the number of shares outstanding. Holdings are subject to change daily.

(2) Market Price Yield is determined by dividing the annualized current monthly dividend per share (comprised of net investment income and short-term capital gains, if any) by the market price per share at June 30, 2013.

(3) Represents Reverse Repurchase Agreements (“Leverage”) outstanding, as a percentage of total managed assets. Total managed assets refer to total assets (including assets attributable to Leverage), minus liabilities (other than liabilities representing Leverage).


Semiannual Report		\| June 30, 2013			7

Schedule of Investments

PCM Fund, Inc.

June 30, 2013 (unaudited)


Principal Amount (000s)			Value
	Mortgage-Backed Securities – 112.1%
$	456	Adjustable Rate Mortgage Trust, 2.888%, 1/25/36 CMO (i)	$	361,637
	659	Banc of America Alternative Loan Trust, 6.47%, 4/25/37 CMO (i)		507,391
		Banc of America Funding Corp., CMO,
	848	2.985%, 12/20/34 (i)		708,763
	316	5.562%, 3/20/36 (i)		295,486
	1,065	7.00%, 10/25/37		651,797
	2,000	Banc of America Merrill Lynch Commercial Mortgage, Inc., 5.414%, 9/10/47 CMO (g)		2,208,132
		Banc of America Mortgage Trust, CMO (i),
	728	2.75%, 6/20/31		742,466
	448	2.811%, 6/25/35		422,315
	704	3.101%, 11/25/34		693,034
		BCAP LLC Trust, CMO (a)(c)(i),
	87	0.393%, 7/26/36		36,707
	150	5.006%, 3/26/36		143,517
	1,000	BCRR Trust, 5.858%, 7/17/40 CMO (a)(c)(g)(i)		1,105,087
		Bear Stearns Adjustable Rate Mortgage Trust, CMO (i),
	1,886	2.674%, 10/25/35		1,851,166
	327	2.702%, 5/25/34		307,047
		Bear Stearns ALT-A Trust, CMO (i),
	75	2.552%, 5/25/36		39,876
	1,537	2.594%, 8/25/36		1,053,187
	534	2.727%, 5/25/36		350,111
	94	2.888%, 1/25/47		62,555
	1,202	2.911%, 11/25/36		793,374
	314	3.395%, 9/25/34		304,537
	569	3.645%, 8/25/36		387,100
	275	4.447%, 7/25/35		212,823
	160	Bear Stearns Asset-Backed Securities Trust, 5.50%, 12/25/35 CMO		149,347
		Bear Stearns Commercial Mortgage Securities Trust, CMO,
	1,300	5.623%, 3/13/40 (a)(c)(i)		1,301,890
	3,000	5.694%, 6/11/50 (g)(i)		3,411,084
	2,000	5.905%, 6/11/40 (g)(i)		2,269,805
	1,000	6.06%, 5/11/39 (a)(c)(i)		1,013,478
	2	6.50%, 2/15/32 (b)		908
	1,256	CBA Commercial Small Balance Commercial Mortgage, 5.54%, 1/25/39 CMO (a)(b)(c)(h) (acquisition cost-$707,844; purchased 11/18/09)		772,407
	594	Chase Mortgage Finance Trust, 6.00%, 3/25/37 CMO		518,341
		Citigroup Commercial Mortgage Trust, CMO (i),
	87,285	0.652%, 5/15/43 IO (a)(c)		674,978
	2,500	5.885%, 12/10/49 (g)		2,844,096
		Citigroup Mortgage Loan Trust, Inc., CMO (i),
	399	2.846%, 8/25/35		343,344
	530	2.908%, 9/25/35		455,010
	508	4.656%, 11/25/36		409,036


8		June 30, 2013 \|		Semiannual Report

Schedule of Investments

PCM Fund, Inc.

June 30, 2013 (unaudited) (continued)


Principal Amount (000s)			Value
$	4,012	Citigroup/Deutsche Bank Commercial Mortgage Trust, 5.322%, 12/11/49 CMO (g)	$	4,432,993
	121	CitiMortgage Alternative Loan Trust, 5.50%, 4/25/22 CMO		123,785
	1,925	COBALT CMBS Commercial Mortgage Trust, 5.223%, 8/15/48 CMO (g)		2,092,327
		Commercial Mortgage Trust, CMO (a)(c),
	690	6.078%, 7/10/46 (i)		724,264
	791	6.586%, 7/16/34		908,179
	1,500	7.16%, 7/16/34 (i)		1,769,752
		Countrywide Alternative Loan Trust, CMO,
	1,479	0.373%, 6/25/47 (g)(i)		1,027,481
	2,951	0.402%, 7/20/46 (i)		1,656,954
	467	0.473%, 2/25/37 (i)		322,667
	1,688	0.483%, 2/25/36 (i)		1,020,148
	3,786	1.173%, 12/25/35 (g)(i)		2,706,079
	295	6.00%, 11/25/35		208,929
	1,190	6.00%, 5/25/37		923,695
		Countrywide Home Loan Mortgage Pass-Through Trust, CMO,
	358	0.513%, 3/25/35 (i)		254,639
	290	2.763%, 9/20/36 (i)		190,780
	34	2.783%, 2/20/36 (i)		29,581
	1,158	3.08%, 9/25/47 (i)		937,959
	817	6.00%, 5/25/37		707,307
		Credit Suisse First Boston Mortgage Securities Corp., CMO,
	2,588	1.043%, 12/15/35 IO (a)(c)(i)		6,921
	127	7.00%, 2/25/33		137,328
	625	7.46%, 1/17/35 (i)		626,911
		Credit Suisse Mortgage Capital Certificates, CMO,
	4,806	5.467%, 9/15/39 (g)		5,310,463
	1,000	5.467%, 9/18/39 (a)(c)(i)		1,089,654
		Credit Suisse Mortgage Capital Certificates Mortgage-Backed Trust, CMO,
	389	5.896%, 4/25/36		363,460
	306	6.50%, 5/25/36		214,187
	2,715	FFCA Secured Lending Corp., 1.073%, 9/18/27 CMO, IO (a)(b)(c)(h)(i) (acquisition cost-$624,854; purchased 11/17/00)		62,678
	294	First Horizon Alternative Mortgage Securities Trust, 2.297%, 8/25/35 CMO (i)		60,890
	241	First Horizon Mortgage Pass-Through Trust, 2.657%, 4/25/35 CMO (i)		240,375
	15,462	FREMF Mortgage Trust, 0.10%, 5/25/20 CMO, IO (e)(i)		74,011
		GMAC Commercial Mortgage Securities, Inc., CMO (a)(c)(i),
	695	5.539%, 4/10/40		697,386
	1,500	6.957%, 5/15/30 (d)		201,354
	1,500	8.576%, 9/15/35		1,502,065
		Greenwich Capital Commercial Funding Corp., CMO,
	1,500	5.419%, 1/5/36 (a)(c)(i)		1,512,961
	2,000	5.444%, 3/10/39 (g)		2,218,849
		GS Mortgage Securities Corp. II Trust, CMO,
	6,416	2.794%, 5/10/45 IO (b)(i)		891,194


Semiannual Report		\| June 30, 2013			9

Schedule of Investments

PCM Fund, Inc.

June 30, 2013 (unaudited) (continued)


Principal Amount (000s)			Value
$	2,710	4.805%, 3/6/20 (a)(c)(i)	$	2,728,633
	5,750	5.56%, 11/10/39 (g)		6,386,525
		GS Mortgage Securities Trust, CMO (a)(c)(i),
	17,617	1.667%, 8/10/43 IO		1,319,934
	1,670	6.127%, 8/10/43		1,677,932
		Harborview Mortgage Loan Trust, CMO (i),
	93	0.382%, 1/19/38		75,101
	1,279	0.442%, 1/19/36		831,697
	667	5.366%, 6/19/36		475,310
	831	IndyMac INDA Mortgage Loan Trust, 2.978%, 6/25/37 CMO (i)		745,564
		IndyMac Index Mortgage Loan Trust, CMO (i),
	212	0.993%, 11/25/34		181,791
	324	3.156%, 5/25/36		209,623
		JPMorgan Chase Commercial Mortgage Securities Corp., CMO,
	61,000	0.578%, 2/15/46 IO (a)(c)(i)		2,085,346
	1,035	1.259%, 3/12/39 IO (a)(c)(i)		23,368
	4,100	5.714%, 3/18/51 (a)(c)(e)(g)(i)		4,457,081
	1,195	5.794%, 2/12/51 (g)(i)		1,366,327
	1,400	5.901%, 2/12/49 (g)(i)		1,576,347
	1,150	6.125%, 2/15/51 (g)(i)		1,196,100
	384	6.135%, 7/12/37 (a)(c)		384,755
	7,000	6.45%, 5/12/34 (i)		7,480,490
	303	JPMorgan Mortgage Trust, 2.882%, 7/25/35 CMO (g)(i)		299,579
		LB Commercial Mortgage Trust, CMO,
	520	5.60%, 10/15/35 (a)(c)		554,591
	950	6.081%, 7/15/44 (i)		1,079,541
	1,278	LB-UBS Commercial Mortgage Trust, 5.347%, 11/15/38 CMO (g)		1,418,503
		Lehman Mortgage Trust, CMO,
	1,052	6.00%, 5/25/37		1,013,949
	462	6.334%, 4/25/36 (i)		440,573
	1,386	Luminent Mortgage Trust, 0.363%, 12/25/36 CMO (i)		1,028,570
	1,377	MASTR Asset Securitization Trust, 6.00%, 6/25/36 CMO (i)		1,300,887
	1,500	Merrill Lynch/Countrywide Commercial Mortgage Trust, CMO (g), 5.485%, 3/12/51 (i)		1,666,189
	2,300	5.70%, 9/12/49		2,587,410
		MLCC Mortgage Investors, Inc., CMO (i),
	522	0.403%, 7/25/30		482,831
	397	0.523%, 11/25/29		378,492
	126	2.254%, 11/25/35		117,480
	478	2.761%, 11/25/35		458,899
	315	Morgan Stanley Capital I Trust, 5.692%, 4/15/49 CMO (i)		352,161
		Morgan Stanley Capital I, Inc., CMO,
	68,491	0.447%, 11/12/49 IO (a)(c)(i)		615,391
	2,000	5.447%, 2/12/44 (g)(i)		2,235,726
	558	5.809%, 12/12/49		632,312


10		June 30, 2013 \|		Semiannual Report

Schedule of Investments

PCM Fund, Inc.

June 30, 2013 (unaudited) (continued)


Principal Amount (000s)			Value
$	4,000	6.01%, 11/15/30 (a)(c)	$	4,238,942
	623	Morgan Stanley Dean Witter Capital I, Inc., 6.50%, 11/15/36 CMO (a)(c)		624,851
		Morgan Stanley Mortgage Loan Trust, CMO,
	553	3.136%, 1/25/35 (i)		34,212
	726	6.00%, 8/25/37		658,329
	1,200	Morgan Stanley Re-Remic Trust, zero coupon, 7/17/56 CMO, PO (a)(b)(c)(h) (acquisition cost-$1,120,619; purchased 4/6/11)		1,176,000
	21	Ocwen Residential MBS Corp., 7.00%, 10/25/40 CMO (a)(b)(c)(e)(h)(i) (acquisition cost-$1,438; purchased 6/25/08)		41
		RBSCF Trust, CMO (a)(c)(i),
	1,000	5.223%, 8/16/48		1,083,697
	1,000	5.331%, 2/16/44		1,069,280
	1,000	5.336%, 5/16/47 (g)		1,087,308
	2,744	6.068%, 2/17/51		2,805,188
	549	Regal Trust IV, 2.47%, 9/29/31 CMO (a)(c)(i)		502,401
		Residential Accredit Loans, Inc., CMO,
	229	0.373%, 6/25/46 (i)		103,078
	718	3.81%, 1/25/36 (i)		542,479
	570	6.00%, 8/25/35		499,175
	557	6.50%, 9/25/37		438,449
	407	Residential Asset Securitization Trust, 6.00%, 3/25/37 CMO		304,934
	716	Residential Funding Mortgage Securities I, 6.00%, 6/25/36 CMO		669,755
	230	RMF Commercial Mortgage Pass-Through Certificates, 9.35%, 1/15/19 CMO (a)(c)(i)		229,190
		Structured Adjustable Rate Mortgage Loan Trust, CMO (i),
	672	4.871%, 11/25/36		642,543
	966	5.057%, 4/25/36		768,124
	673	5.141%, 1/25/36		523,836
	495	5.327%, 9/25/36		405,026
	1,402	Structured Asset Mortgage Investments II Trust, 0.403%, 8/25/36 CMO (i)		1,031,299
	221	Structured Asset Securities Corp., 5.00%, 5/25/35 CMO		227,079
	298	TBW Mortgage-Backed Trust, 6.00%, 7/25/36 CMO		188,926
	1,500	TIAA Retail Commercial Trust, 5.77%, 6/19/33 CMO (a)(c)		1,606,352
		Wachovia Bank Commercial Mortgage Trust, CMO,
	30,765	1.073%, 10/15/41 IO (a)(c)(i)		269,436
	2,500	5.188%, 2/15/41 (a)(c)(i)		2,491,215
	1,000	5.509%, 4/15/47		1,103,237
	1,825	6.122%, 2/15/51 (g)(i)		2,087,138
	1,000	WaMu Commercial Mortgage Securities Trust, 6.294%, 3/23/45 CMO (a)(c)(i)		1,005,905
	845	WaMu Mortgage Pass-Through Certificates, 2.475%, 12/25/36 CMO (g)(i)		715,535
	2,919	Washington Mutual Alternative Mortgage Pass-Through Certificates, 6.50%, 8/25/36 CMO		1,785,033
	114	Wells Fargo Alternative Loan Trust, 5.50%, 7/25/22 CMO		115,089
	800	Wells Fargo Mortgage-Backed Securities Trust, 5.626%, 10/25/36 CMO (i)		752,221
		WF-RBS Commercial Mortgage Trust, CMO, IO (a)(c)(i),
	2,238	0.999%, 6/15/44		75,340
	31,175	1.317%, 2/15/44 (g)		1,354,419
		Total Mortgage-Backed Securities (cost-$124,921,105)		145,730,108


Semiannual Report		\| June 30, 2013			11

Schedule of Investments

PCM Fund, Inc.

June 30, 2013 (unaudited) (continued)


Principal Amount (000s)			Value
	Corporate Bonds & Notes – 29.2%
		Airlines – 1.9%
$	225	Northwest Airlines, Inc., 1.024%, 11/20/15 (MBIA) (g)(i)	$	222,309
		United Air Lines Pass-Through Trust (g),
	738	6.636%, 1/2/24		789,180
	711	9.75%, 7/15/18		817,922
	548	10.40%, 5/1/18		630,010
				2,459,421
		Banking – 6.5%
		Ally Financial, Inc.,
	10	5.90%, 1/15/19		10,014
	126	6.00%, 2/15/19-3/15/19		124,123
	30	6.15%, 3/15/16		29,671
	20	6.30%, 8/15/19		19,419
	16	6.50%, 10/15/16		16,034
	23	6.65%, 6/15/18		23,082
	25	6.70%, 6/15/18		24,694
	84	6.75%, 8/15/16-10/15/18		82,908
	2	6.80%, 10/15/18		1,958
	12	6.85%, 4/15/16		12,024
	174	6.90%, 8/15/18		170,413
	193	7.00%, 6/15/17-8/15/18		192,448
	46	7.05%, 3/15/18-4/15/18		45,937
	6	7.15%, 9/15/18		5,970
	60	7.20%, 10/15/17		60,006
	133	7.25%, 9/15/17-9/15/18		130,470
	297	7.30%, 12/15/17-1/15/18		296,881
	76	7.35%, 4/15/18		76,055
	20	7.375%, 11/15/16		20,001
	36	7.40%, 12/15/17		36,003
	26	7.50%, 8/15/17-11/15/17		25,780
	8	7.75%, 10/15/17		8,001
	37	8.00%, 10/15/17-11/15/17		37,075
	5	8.20%, 3/15/17		5,012
	322	9.00%, 7/15/20		322,668
	800	CIT Group, Inc., 5.25%, 4/1/14 (a)(c)(g)		814,000
	2,200	Discover Bank, 7.00%, 4/15/20 (g)		2,569,948
	1,200	Morgan Stanley, 0.757%, 10/15/15 (g)(i)		1,177,310
	2,000	Regions Financial Corp., 7.75%, 11/10/14 (g)		2,161,864
				8,499,769
		Coal – 0.8%
	950	CONSOL Energy, Inc., 8.00%, 4/1/17 (g)		1,004,625
		Diversified Financial Services – 7.3%
	1,000	Cantor Fitzgerald L.P., 7.875%, 10/15/19 (a)(c)(g)		1,035,541
		Ford Motor Credit Co. LLC (g),
	1,000	6.625%, 8/15/17		1,132,481


12		June 30, 2013 \|		Semiannual Report

Schedule of Investments

PCM Fund, Inc.

June 30, 2013 (unaudited) (continued)


Principal Amount (000s)			Value
		Diversified Financial Services (continued)
$	500	8.00%, 12/15/16	$	586,722
	1,600	International Lease Finance Corp., 7.125%, 9/1/18 (a)(c)(g)		1,776,000
	800	Jefferies LoanCore LLC, 6.875%, 6/1/20 (a)(b)(c)(g)(h) (acquisition cost-$809,250; purchased 5/16/13-5/17/13)		780,000
	1,000	SLM Corp. (g), 8.00%, 3/25/20		1,086,250
	1,100	8.45%, 6/15/18		1,226,500
	455	Springleaf Finance Corp. (g), 6.50%, 9/15/17		441,350
	1,200	6.90%, 12/15/17		1,183,500
	1,544	Toll Road Investors Partnership II L.P., zero coupon, 2/15/45 (MBIA) (a)(b)(c)(h) (acquisition cost-$252,815; purchased 11/20/12)		257,260
				9,505,604
		Electric Utilities – 0.4%
	500	Energy Future Intermediate Holding Co. LLC, 10.00%, 12/1/20 (a)(c)(g)		548,750
	250	Escrow Dynegy Holdings, Inc., 7.125%, 5/15/18 (d)(e)		1,395
				550,145
		Engineering & Construction – 1.0%
	1,234	Alion Science and Technology Corp., 12.00%, 11/1/14 PIK (g)		1,262,103
		Household Products/Wares – 0.1%
	100	Armored Autogroup, Inc., 9.25%, 11/1/18		92,250
		Insurance – 4.8%
		American International Group, Inc. (g),
	500	5.45%, 5/18/17		551,976
	1,100	6.40%, 12/15/20		1,277,009
	2,700	8.175%, 5/15/68 (converts to FRN on 5/15/38)		3,307,500
	1,000	Stone Street Trust, 5.902%, 12/15/15 (a)(c)(g)		1,074,830
				6,211,315
		Media – 0.7%
	900	Radio One, Inc., 12.50%, 5/24/16 (g)		911,250
		Miscellaneous Manufacturing – 0.2%
	334	Colt Defense LLC, 8.75%, 11/15/17 (g)		250,500
		Oil & Gas – 0.2%
	285	Global Geophysical Services, Inc., 10.50%, 5/1/17 (g)		249,375
		Pipelines – 0.3%
	100	NGPL PipeCo LLC, 7.768%, 12/15/37 (a)(c)		88,500
	400	Rockies Express Pipeline LLC, 6.875%, 4/15/40 (a)(c)(g)		346,000
				434,500
		Real Estate Investment Trust – 2.7%
	2,000	SL Green Realty Corp., 7.75%, 3/15/20 (g)		2,358,174
	1,000	Weyerhaeuser Co., 7.375%, 3/15/32 (g)		1,204,668
				3,562,842
		Retail – 2.3%
		CVS Pass-Through Trust (g),
	1,588	5.88%, 1/10/28		1,777,460


Semiannual Report		\| June 30, 2013			13

Schedule of Investments

PCM Fund, Inc.

June 30, 2013 (unaudited) (continued)


Principal Amount (000s)			Value
		Retail (continued)
$	930	7.507%, 1/10/32 (a)(c)	$	1,148,303
				2,925,763
		Transportation – 0.0%
	40	Western Express, Inc., 12.50%, 4/15/15 (a)(c)		26,600
		Total Corporate Bonds & Notes (cost-$34,515,550)		37,946,062

	Asset-Backed Securities – 12.0%
	60	Ameriquest Mortgage Securities, Inc. Asset-Backed Pass-Through Certificates, 5.818%, 2/25/33 (i)		3,326
	140	Asset-Backed Securities Corp. Home Equity, 3.442%, 6/21/29 (i)		105,008
	438	Associates Manufactured Housing Pass-Through Certificates, 7.15%, 3/15/28 (i)		522,369
	411	Bayview Financial Acquisition Trust, 0.475%, 12/28/36 (i)		367,045
		Bear Stearns Asset-Backed Securities Trust (i),
	66	0.573%, 6/25/36		63,039
	803	3.049%, 7/25/36		748,652
	1,261	Bombardier Capital Mortgage Securitization Corp. Trust, 7.83%, 6/15/30 (i)		821,492
		Conseco Finance Securitizations Corp.,
	459	7.96%, 5/1/31		378,763
	970	9.163%, 3/1/33 (i)		881,640
	498	Denver Arena Trust, 6.94%, 11/15/19 (a)(b)(c)(h) (acquisition cost-$506,065; purchased 1/4/05-7/21/11)		512,740
	668	EMC Mortgage Loan Trust, 0.843%, 2/25/41 (a)(c)(i)		602,927
	254	GE Capital Mortgage Services, Inc. Trust, 6.705%, 4/25/29 (i)		245,399
	171	GSAA Trust, 0.463%, 6/25/35 (i)		160,062
	6,250	IndyMac Residential Asset-Backed Trust, 0.433%, 4/25/47 (i)		3,348,481
	56	Keystone Owner Trust, 9.00%, 1/25/29 (a)(b)(c)(e)(h) (acquisition cost-$49,551; purchased 2/25/00)		53,278
	2,421	Legg Mason MTG Capital Corp., 7.11%, 3/10/21 (a)(b)(e)(h) (acquisition cost-$2,318,170; purchased 1/29/13)		2,342,522
	491	Legg Mason PT, 6.55%, 3/10/20 (a)(c)(e)		477,375
	600	Lehman XS Trust, 5.42%, 11/25/35		578,026
	2,374	Merrill Lynch First Franklin Mortgage Loan Trust, 0.433%, 5/25/37 (i)		1,471,871
	630	Merrill Lynch Mortgage Investors Trust, 0.693%, 6/25/36 (i)		556,618
	720	Oakwood Mortgage Investors, Inc., 6.89%, 11/15/32 (i)		246,981
	75	Residential Asset Mortgage Products, Inc., 0.563%, 9/25/32 (i)		49,402
	58	Southern Pacific Secured Asset Corp., 0.533%, 7/25/29 (i)		49,897
	68	Structured Asset Investment Loan Trust, 4.693%, 10/25/33 (i)		5,738
	955	UCFC Manufactured Housing Contract, 7.90%, 1/15/28 (i)		954,744
	1,856	UPS Capital Business Credit, 3.456%, 4/15/26 (b)(e)(i)		64,588
		Total Asset-Backed Securities (cost-$14,891,323)		15,611,983

	U.S. Government Agency Securities (i)- 1.9%
		Freddie Mac, CMO, IO,
	3,110	0.827%, 1/25/21		113,796
	10,500	3.615%, 6/25/41		2,326,827
		Total U.S. Government Agency Securities (cost-$2,192,422)		2,440,623


14		June 30, 2013 \|		Semiannual Report

Schedule of Investments

PCM Fund, Inc.

June 30, 2013 (unaudited) (continued)


Principal Amount (000s)			Value
	Municipal Bonds – 1.3%
		Arkansas – 0.5%
$	760	Little Rock Municipal Property Owners Multipurpose Improvement Dist. No 10, Special Tax, Capital Improvement Projects, 7.20%, 3/1/32, Ser. B	$	727,312
		Virginia – 0.2%
	245	Lexington Industrial Dev. Auth. Rev., Kendall at Lexington, 8.00%, 1/1/15, Ser. C		244,944
		West Virginia – 0.6%
	885	Tobacco Settlement Finance Auth. Rev., 7.467%, 6/1/47, Ser. A		763,923
		Total Municipal Bonds (cost-$1,829,935)		1,736,179

Shares
	Common Stock – 0.1%
		Oil, Gas & Consumable Fuels – 0.1%
	1,294	SemGroup Corp., Class A (cost-$33,638)		69,681

Units
	Warrants – 0.0%
		Engineering & Construction – 0.0%
	1,100	Alion Science and Technology Corp., expires 11/1/14 (a)(c)(k)		11
		Oil, Gas & Consumable Fuels – 0.0%
	1,362	SemGroup Corp., expires 11/30/14 (k)		41,536
		Total Warrants (cost-$6,139)		41,547

Principal Amount (000s)
	Short-Term Investments – 4.2%
		U.S. Treasury Obligations – 3.8%
$	4,811	U.S. Treasury Bills, 0.124%-0.137%, 5/1/14-5/29/14 (f)(j)		4,805,990
	100	U.S. Treasury Notes, 0.25%, 4/30/14		100,068
		Total U.S. Treasury Obligations (cost-$4,905,662)		4,906,058
		Repurchase Agreements – 0.4%
	500	Citigroup Global Markets, Inc., dated 6/28/13, 0.20%, due 7/1/13, proceeds $500,008; collateralized by U.S. Treasury Notes, 0.625%, due 9/30/17, valued at $511,075 including accrued interest (cost-$500,000)		500,000
		Total Short-Term Investments (cost-$5,405,662)		5,406,058
		Total Investments (cost-$183,795,774) – 160.8%		208,982,241
		Liabilities in excess of other assets – (60.8)%		(79,006,784	)
		Net Assets – 100.0%	$	129,975,457

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 $58,874,511, representing 45.3% of net assets.

(b)

Illiquid.

(c)

144A – 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.

(d)

In default.


Semiannual Report		\| June 30, 2013			15

Schedule of Investments

PCM Fund, Inc.

June 30, 2013 (unaudited) (continued)

(e)

Fair-Valued – Securities with an aggregate value of $7,470,291, representing 5.7% of net assets. See Note 1(a) and Note 1(b) in the Notes to Financial Statements.

(f)

All or partial amount segregated for the benefit of the counterparty as collateral for derivatives.

(g)

All or partial amount transferred for the benefit of the counterparty as collateral for reverse repurchase agreements.

(h)

Restricted. The aggregate acquisition cost of such securities is $6,390,606. The aggregate value is $5,956,926, representing 4.6% of net assets.

(i)

Variable or Floating Rate Security – Securities with an interest rate that changes periodically. The interest rate disclosed reflects the rate in effect on June 30, 2013.

(j)

Rates reflect the effective yields at purchase date.

(k)

Non-income producing.

(l)

Credit default swap agreements outstanding at June 30, 2013:

OTC sell protection swap agreements:


Swap Counterparty/ Referenced Debt Issuer	Notional Amount (000s)⁽¹⁾		Credit Spread			Termination Date		Payments Received			Value⁽²⁾			Upfront Premiums Received			Unrealized Appreciation
Deutsche Bank:
SLM	$	3,000		3.89	%		3/20/19		5.35	%	$	218,695		$	—		$	218,695
Royal Bank of Scotland:
Markit ABX.HE AA 06-1		6,798		†			7/25/45		0.32	%		(2,035,265	)		(3,994,597	)		1,959,332
Markit ABX.HE AAA 06-1		2,505		†			7/25/45		0.18	%		(88,770	)		(250,478	)		161,708
Markit ABX.HE AAA 07-1		2,593		†			8/25/37		0.09	%		(945,388	)		(1,283,544	)		338,156

											$	(2,850,728	)	$	(5,528,619	)	$	2,677,891

†

Credit Spread not quoted for asset-backed securities.

(1)

This represents the maximum potential amount the Fund could be required to make available as a seller of credit protection or receive as a buyer of credit protection if a credit event occurs as defined under the terms of that particular swap agreement.

(2)

The quoted market prices and resulting values for credit default swap agreements serve as an indicator of the status at June 30, 2013 of the payment/performance risk and represent the likelihood of an expected liability (or profit) for the credit derivative should the notional amount of the swap agreement have been closed/sold as of the period end. Increasing market values, in absolute terms when compared to the notional amount of the swap, represent a deterioration of the referenced entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement.

(m)

At June 30, 2013, the Fund held $260,000 in cash as collateral in cash as collateral for derivative contracts. Cash collateral held may be invested in accordance with the Fund’s investment strategy.

(n)

Open reverse repurchase agreements at June 30, 2013:


Counterparty	Rate			Trade Date		Due Date		Principal & Interest		Principal
Barclays Bank		0.55	%		6/28/13		8/1/13	$	229,000	$	229,000
		0.62			2/27/13		8/27/13		1,286,742		1,284,000
		0.625			2/25/13		8/26/13		4,598,036		4,588,000
		0.65			6/3/13		7/3/13		831,420		831,000
		0.65			6/11/13		9/9/13		2,111,762		2,111,000
		0.65			6/17/13		9/18/13		501,127		501,000
		0.65			6/25/13		9/25/13		1,364,148		1,364,000
		0.65			6/28/13		9/25/13		831,000		831,000
		0.71			4/22/13		7/22/13		739,019		738,000
		0.71			4/24/13		7/22/13		1,779,399		1,777,000
		0.71			5/22/13		8/26/13		3,203,525		3,201,000
		1.023			5/6/13		8/6/13		2,109,351		2,106,000
		1.023			5/29/13		8/30/13		1,088,019		1,087,000
		1.076			5/1/13		8/1/13		1,534,793		1,532,000
		1.082			4/3/13		7/3/13		2,021,393		2,016,000


16		June 30, 2013 \|		Semiannual Report

Schedule of Investments

PCM Fund, Inc.

June 30, 2013 (unaudited) (continued)


Counterparty	Rate			Trade Date		Due Date		Principal & Interest		Principal
Citigroup		0.943	%		6/7/13		7/8/13	$	8,388,270	$	8,383,000
		0.943			6/25/13		7/25/13		1,954,307		1,954,000
Credit Suisse First Boston		0.55			5/24/13		8/23/13		3,223,871		3,222,000
Deutsche Bank		0.58			5/16/13		8/8/13		1,062,787		1,062,000
		0.58			5/23/13		8/20/13		1,215,763		1,215,000
		0.58			5/30/13		8/29/13		1,000,516		1,000,000
		0.58			6/18/13		9/18/13		3,904,818		3,904,000
		0.60			5/20/13		8/20/13		1,320,924		1,320,000
Morgan Stanley		1.10			4/11/13		7/12/13		2,071,113		2,066,000
		1.18			4/11/13		7/12/13		5,814,396		5,799,000
Royal Bank of Canada		0.44			5/16/13		8/16/13		1,273,716		1,273,000
		0.45			5/22/13		8/19/13		1,271,636		1,271,000
		0.45			5/23/13		7/2/13		587,286		587,000
		0.45			6/28/13		10/3/13		553,000		553,000
		1.272			6/24/13		9/25/13		2,052,508		2,052,000
Royal Bank of Scotland		0.48			5/17/13		8/20/13		789,473		789,000
		0.943			6/6/13		7/11/13		999,654		999,000
		0.943			6/17/13		7/17/13		5,956,183		5,954,000
		0.945			6/28/13		7/24/13		1,289,102		1,289,000
		1.092			6/24/13		7/26/13		2,039,433		2,039,000
		1.093			6/17/13		7/17/13		1,891,804		1,891,000
		1.095			6/28/13		7/24/13		2,027,185		2,027,000
		1.18			4/15/13		7/16/13		2,060,187		2,055,000
UBS		0.61			2/22/13		8/22/13		1,304,846		1,302,000

										$	78,202,000

(o)

The weighted average daily balance of reverse repurchase agreements during the six months ended June 30, 2013 was $86,177,829 at a weighted average interest rate of 0.93%. Total value of underlying collateral (refer to the Schedule of Investments for positions transferred for the benefit of the counterparty as collateral) for open reverse repurchase agreements at June 30, 2013 was $82,775,729. At June 30, 2013 the Fund held U.S. Treasury Obligations valued at $510,213 as collateral for open reverse repurchase agreements. Securities held as collateral will not be pledged and are not reflected in the Schedule of Investments.

(p)

Fair Value Measurements-See Note 1(b) in the Notes to Financial Statements.


	Level 1 – Quoted Prices		Level 2 – Other Significant Observable Inputs		Level 3 – Significant Unobservable Inputs		Value at 6/30/13
Investments in Securities – Assets
Mortgage-Backed Securities	$	—	$	140,022,975	$	5,707,133	$	145,730,108
Corporate Bonds & Notes:
Airlines		—		222,309		2,237,112		2,459,421
Electric Utilities		—		548,750		1,395		550,145
All Other		—		34,936,496		—		34,936,496
Asset-Backed Securities		—		12,674,220		2,937,763		15,611,983
U.S. Government Agency Securities		—		2,440,623		—		2,440,623
Municipal Bonds		—		1,736,179		—		1,736,179
Common Stock		69,681		—		—		69,681


Semiannual Report		\| June 30, 2013			17

Schedule of Investments

PCM Fund, Inc.

June 30, 2013 (unaudited) (continued)


	Level 1 – Quoted Prices		Level 2 – Other Significant Observable Inputs		Level 3 – Significant Unobservable Inputs		Value at 6/30/13

Warrants:
Engineering & Construction	$	—	$	11	$	—	$	11
Oil, Gas & Consumable Fuels		41,536		—		—		41,536
Short-Term Investments		—		5,406,058		—		5,406,058
		111,217		197,987,621		10,883,403		208,982,241

*Other Financial Instruments – Assets**
Credit Contracts		—		2,677,891		—		2,677,891
Totals	$	111,217	$	200,665,512	$	10,883,403	$	211,660,132

At June 30, 2013, there were no transfers between Levels 1 and 2.

A roll forward of fair value measurements using significant unobservable inputs (Level 3) for the six months ended June 30, 2013, was as follows:


	Beginning Balance 12/31/12		Purchases		Sales			Accrued Discount (Premiums)			Net Realized Gain (Loss)			Net Change in Unrealized Appreciation/ Depreciation			Transfers into Level 3**		Transfers out of Level 3		Ending Balance 6/30/13
Investments in Securities – Assets
Mortgage-Backed Securities	$	5,767,657	$	33,113	$	(111,424	)	$	(4,413	)	$	(29,067	)	$	51,267		$	—	$	—	$	5,707,133
Corporate Bonds & Notes:
Airlines		2,469,745		—		(194,559	)		—			—			(38,074	)		—		—		2,237,112
Electric Utilities		1,403		—		—			—			—			(8	)		—		—		1,395
Asset-Backed Securities		74,173		2,857,268		(51,248	)		6,479			2,143			(4,330	)		53,278		—		2,937,763

Totals	$	8,312,978	$	2,890,381	$	(357,231	)	$	2,066		$	(26,924	)	$	8,855		$	53,278	$	—	$	10,883,403

The following table presents additional information about valuation techniques and inputs used for investments that are measured at fair value and categorized within Level 3 at June 30, 2013.


	Ending Balance at 6/30/13		Valuation Technique Used	Unobservable Inputs	Input Values
Investments in Securities – Assets
Mortgage-Backed Securities	$	4,457,122	Benchmark Pricing	Security Price Reset	$0.20-$108.71
		1,176,000	Third-Party Pricing Vendor	Single Broker Quote	$98.00
		74,011	Interest Only Weighted Average Life Model	Security Price Reset	$0.48
Corporate Bonds & Notes		2,237,112	Third-Party Pricing Vendor	Single Broker Quote	$107.00-$115.00
		1,395	Benchmark Pricing	Security Price Reset	$0.56
Asset-Backed Securities		2,937,763	Benchmark Pricing	Security Price Reset	$3.48-$97.22

Other financial instruments are derivatives, such as swap agreements, which are valued at the unrealized appreciation (depreciation) of the instrument.

Transferred out of Level 2 into Level 3 because an evaluated price from a third-party pricing vendor was not available.


18		June 30, 2013 \|		Semiannual Report

Schedule of Investments

PCM Fund, Inc.

June 30, 2013 (unaudited) (continued)

The net change in unrealized appreciation/depreciation of Level 3 investments held at June 30, 2013, was $(12,140). Net realized gain (loss) and net change in unrealized appreciation/depreciation are reflected on the Statement of Operations.

(q)

The following is a summary of the derivative instruments categorized by risk exposure:

The effect of derivatives on the Statement of Assets and Liabilities at June 30, 2013:


Location	Credit Contracts
Asset derivatives:
Unrealized appreciation of OTC swaps	$	2,677,891

The effect of derivatives on the Statement of Operations for the six months ended June 30, 2013:


Location	Credit Contracts
Net realized gain on:
Swaps	$	250,296

Net change in unrealized appreciation/depreciation of:
Swaps	$	261,829

The average volume (measured at each fiscal quarter-end) of derivative activity during the six months ended June 30, 2013:

Credit Default Swap Agreements⁽¹⁾

Sell

$16,061

(1)

Notional Amount (in thousands)

Financial Assets and Derivative Assets, and Collateral Received as of June 30, 2013:


Gross Amounts Not Offset in the Statement of Assets and Liabilities
Counterparty	Gross Asset Derivatives Presented in Statement of Assets and Liabilities		Financial Instrument		Collateral Received			Net Amount (not less than $0)
Deutsche Bank	$	218,695	$	—	$	(218,695	)	$	—
Royal Bank of Scotland		2,459,196		—		(2,459,196	)		—

Total	$	2,677,891	$	—	$	(2,677,891	)	$	—

Financial Liabilities and Derivative Liabilities, and Collateral Pledged as of June 30, 2013:


Gross Amounts Not Offset in the Statement of Assets and Liabilities
Counterparty	Gross Liability Derivatives Presented in Statement of Assets and Liabilities		Financial Instrument		Collateral Pledged			Net Amount (not less than $0)
Barclays Bank plc	$	24,196,000	$	—	$	(24,196,000	)	$	—
Citigroup		10,337,000		—		(10,337,000	)		—
Credit Suisse		3,222,000		—		(3,222,000	)		—
Deutsche Bank		8,501,000		—		(8,501,000	)		—
Morgan Stanley & Co., Inc.		7,865,000		—		(7,865,000	)		—
Royal Bank of Canada		5,736,000				(5,702,861	)		33,139
Royal Bank of Scotland		17,043,000				(17,043,000	)		—
UBS AG		1,302,000		—		(1,277,009	)		24,991

Total	$	78,202,000	$	—	$	(78,143,870	)	$	58,130


Semiannual Report		\| June 30, 2013			19

Schedule of Investments

PCM Fund, Inc.

June 30, 2013 (unaudited) (continued)

Glossary:



ABX.HE	-	Asset-Backed Securities Index Home Equity
CMBS	-	Commercial Mortgage-Backed Security
CMO	-	Collateralized Mortgage Obligation
FRN	-	Floating Rate Note
IO	-	Interest Only
MBIA	-	insured by MBIA Insurance Corp.
MBS	-	Mortgage-Backed Securities
OTC	-	Over-the-Counter
PIK	-	Payment-in-Kind
PO	-	Principal Only


20		Semiannual Report		\| June 30, 2013 \|		See accompanying Notes to Financial Statements

Schedule of Investments

PIMCO Dynamic Credit Income Fund

June 30, 2013 (unaudited)


Principal Amount (000s)			Value
	Corporate Bonds & Notes – 51.2%
		Advertising – 0.3%
$	3,525	inVentiv Health, Inc., 9.00%, 1/15/18 (a)(d)	$	3,692,437
	5,500	Sitel LLC, 11.00%, 8/1/17 (a)(d)		5,885,000
				9,577,437
		Aerospace & Defense – 0.2%
	7,200	Triumph Group, Inc., 4.875%, 4/1/21 (a)(d)		7,182,000
		Airlines – 0.1%
	2,721	American Airlines Pass-Through Trust, 8.625%, 4/15/23		2,890,913
		Auto Components – 0.8%
	2,000	Cooper-Standard Holding, Inc., 7.375%, 4/1/18 PIK (a)(d)		1,995,000
	14,089	Pittsburgh Glass Works LLC, 8.50%, 4/15/16 (a)(d)		14,018,555
		Schaeffler Finance BV,
€	4,000	4.25%, 5/15/18		5,128,499
$	4,500	4.75%, 5/15/21 (a)(d)		4,297,500
				25,439,554
		Banking – 8.7%
		Banco do Brasil S.A. (a)(d)(h),
	10,000	6.25%, 4/15/24		8,825,000
	6,000	9.25%, 4/15/23		6,555,000
£	2,600	Barclays Bank PLC, 14.00%, 6/15/19 (h)		5,179,880
$	36,500	BPCE S.A., 12.50%, 9/30/19 (a)(d)(h)		44,621,250
	1,200	CIT Group, Inc., 4.75%, 2/15/15 (a)(d)		1,222,500
	25,000	Citigroup, Inc., 5.875%, 2/22/33 (j)		24,123,875
		Eksportfinans ASA,
	1,300	2.00%, 9/15/15		1,254,500
	500	2.375%, 5/25/16		481,250
	700	5.50%, 5/25/16		732,725
	2,500	5.50%, 6/26/17		2,600,000
	30,000	Goldman Sachs Group, Inc., 6.75%, 10/1/37 (j)		30,849,720
	2,500	ICICI Bank Ltd., 5.00%, 1/15/16		2,590,475
		LBG Capital No. 2 PLC,
€	4,000	8.875%, 2/7/20		5,595,010
£	4,100	15.00%, 12/21/19		8,692,835
€	7,052	15.00%, 12/21/19		12,865,611
$	50,000	Lloyds TSB Bank PLC, 12.00%, 12/16/24 (a)(d)(h)(j)		67,222,800
	17,375	Regions Financial Corp., 7.375%, 12/10/37		19,546,875
€	4,000	Societe Generale S.A., 9.375%, 9/4/19 (h)		5,727,258
		UBS AG (j),
$	10,000	7.25%, 2/22/22 (l)		10,674,320
	19,000	7.625%, 8/17/22		20,875,889
				280,236,773
		Building Materials – 1.3%
	2,000	Associated Materials LLC, 9.125%, 11/1/17 (a)(d)		2,110,000
		Cemex Finance LLC (a)(d)(j),
	28,500	9.375%, 10/12/22		31,207,500
	5,000	9.50%, 12/14/16		5,312,500


Semiannual Report		\| June 30, 2013			21

Schedule of Investments

PIMCO Dynamic Credit Income Fund

June 30, 2013 (unaudited) (continued)


Principal Amount (000s)			Value
		Building Materials (continued)
		Corp. GEO S.A.B. de C.V. (a)(d)(f),
$	5,200	8.875%, 3/27/22	$	2,340,000
	2,500	9.25%, 6/30/20		1,125,000
				42,095,000
		Chemicals – 2.3%
	8,000	Ashland, Inc., 6.875%, 5/15/43 (a)(d)		8,200,000
		INEOS Group Holdings S.A. (a)(d),
	4,500	6.125%, 8/15/18		4,308,750
€	6,500	6.50%, 8/15/18		8,114,170
$	34,385	Perstorp Holding AB, 8.75%, 5/15/17 (a)(d)		34,556,925
	3,500	Phosagro OAO via Phosagro Bond Funding Ltd., 4.204%, 2/13/18 (a)(d)(j)		3,456,250
	16,500	Vertellus Specialties, Inc., 9.375%, 10/1/15 (a)(d)		15,015,000
				73,651,095
		Coal – 1.6%
		Mongolian Mining Corp. (j),
	4,500	8.875%, 3/29/17 (a)(d)		3,847,500
	7,375	8.875%, 3/29/17		6,305,625
	6,000	Walter Energy, Inc., 8.50%, 4/15/21 (a)(d)(j)		4,830,000
	35,104	Westmoreland Coal Co., 10.75%, 2/1/18		36,683,680
				51,666,805
		Commercial Services – 2.2%
	12,000	American Residential Services LLC, 12.00%, 4/15/15 (a)(d)		12,120,000
	2,250	Ceridian Corp., 11.00%, 3/15/21 (a)(d)		2,497,500
	45,650	DynCorp International, Inc., 10.375%, 7/1/17 (j)		46,106,500
	11,045	Harland Clarke Holdings Corp., 9.75%, 8/1/18 (a)(d)		11,542,025
				72,266,025
		Distribution/Wholesale – 0.4%
	2,000	American Builders & Contractors Supply Co., Inc., 5.625%, 4/15/21 (a)(d)		1,970,000
	10,000	HD Supply, Inc., 11.50%, 7/15/20		11,625,000
				13,595,000
		Diversified Financial Services – 5.3%
	4,000	AGFC Capital Trust I, 6.00%, 1/15/67 (converts to FRN on 1/15/17) (a)(d)		3,040,000
	13,175	Cantor Fitzgerald L.P., 7.875%, 10/15/19 (a)(d)(j)		13,643,253
	7,500	CNH Capital LLC, 3.625%, 4/15/18 (a)(d)		7,162,500
		International Lease Finance Corp.,
	300	6.75%, 9/1/16 (a)(d)		325,500
	3,000	8.625%, 9/15/15 (j)		3,296,250
	7,250	Jefferies Finance LLC, 7.375%, 4/1/20 (a)(d)		7,068,750
€	16,700	KION Finance S.A., 6.75%, 2/15/20		23,503,722
$	26,500	Nationstar Mortgage LLC, 6.50%, 7/1/21		25,572,500
	12,000	Patriot Merger Corp., 9.00%, 7/15/21 (a)(b)(d)(e)(k) (acquisition cost-$12,000,000; purchased 6/19/13)		11,790,000
	15,550	SLM Corp., 5.625%, 8/1/33 (j)		12,984,250


22		June 30, 2013 \|		Semiannual Report

Schedule of Investments

PIMCO Dynamic Credit Income Fund

June 30, 2013 (unaudited) (continued)


Principal Amount (000s)			Value
		Diversified Financial Services (continued)
		Springleaf Finance Corp.,
€	2,900	4.125%, 11/29/13	$	3,774,783
$	18,200	5.40%, 12/1/15		18,245,500
	600	5.75%, 9/15/16		588,000
	19,100	6.50%, 9/15/17 (j)		18,527,000
	20,900	6.90%, 12/15/17		20,612,625
				170,134,633
		Electric Utilities – 2.3%
		Energy Future Intermediate Holding Co. LLC,
	47,500	10.00%, 12/1/20 (j)		52,250,000
	15,057	12.25%, 3/1/22 (a)(d)		16,713,270
	5,000	Yellowstone Energy L.P., 5.75%, 12/31/26 (a)(b)(d)(g)(k) (acquisition cost-$5,000,000; purchased 4/5/13)		4,780,774
				73,744,044
		Electronics – 0.2%
	8,000	Flextronics International Ltd., 4.625%, 2/15/20 (a)(d)(j)		7,800,000
		Engineering & Construction – 0.5%
	14,292	Alion Science and Technology Corp., 12.00%, 11/1/14 PIK		14,613,059
		Food & Beverage – 1.5%
	25,000	Hawk Acquisition Sub, Inc., 4.25%, 10/15/20 (a)(d)(j)		23,968,750
	24,000	HJ Heinz Finance Co., 7.125%, 8/1/39 (a)(d)(j)		25,560,000
				49,528,750
		Hand/Machine Tools – 0.1%
	3,000	Milacron LLC, 7.75%, 2/15/21 (a)(d)		3,007,500
		Healthcare-Products – 0.9%
	27,880	Accellent, Inc., 10.00%, 11/1/17 (j)		25,789,000
€	2,200	Ontex IV S.A., 7.50%, 4/15/18		2,959,560
				28,748,560
		Healthcare-Services – 0.2%
$	372	Apria Healthcare Group, Inc., 12.375%, 11/1/14		378,045
	5,850	CRC Health Corp., 10.75%, 2/1/16		5,956,031
				6,334,076
		Household Products/Wares – 0.4%
	7,725	Armored Autogroup, Inc., 9.25%, 11/1/18		7,126,312
	4,750	Sun Products Corp., 7.75%, 3/15/21 (a)(d)		4,738,125
				11,864,437
		Insurance – 1.1%
	28,145	American International Group, Inc., 8.175%, 5/15/68 (converts to FRN on 5/15/38) (j)		34,477,625
		Internet – 0.1%
	4,100	Ancestry.com, Inc., 11.00%, 12/15/20 (a)(d)		4,551,000
		Iron/Steel – 0.1%
	4,500	Bluescope Steel Ltd., 7.125%, 5/1/18 (a)(d)		4,590,000
		Lodging – 0.2%
	5,000	Station Casinos LLC, 7.50%, 3/1/21 (a)(d)		5,075,000
		Machinery-Diversified – 0.1%
	2,000	Liberty Tire Recycling, 11.00%, 10/1/16 (a)(d)		2,010,000


Semiannual Report		\| June 30, 2013			23

Schedule of Investments

PIMCO Dynamic Credit Income Fund

June 30, 2013 (unaudited) (continued)


Principal Amount (000s)			Value
		Media – 5.9%
£	7,000	Arqiva Broadcast Finance PLC, 9.50%, 3/31/20	$	11,019,280
$	17,500	Clear Channel Communications, Inc., 9.00%, 3/1/21		16,712,500
	52,650	McClatchy Co., 9.00%, 12/15/22 (a)(d)(j)		55,545,750
€	26,700	Nara Cable Funding II Ltd., 8.50%, 3/1/20		36,971,348
$	58,654	Radio One, Inc., 12.50%, 5/24/16 (j)		59,387,350
	10,555	Spanish Broadcasting System, Inc., 12.50%, 4/15/17 (a)(d)		11,452,175
				191,088,403
		Mining – 0.3%
	7,000	Freeport-McMoRan Copper & Gold, Inc., 5.45%, 3/15/43 (a)(b)(d)(j)(k) (acquisition cost-$6,968,080; purchased 2/28/13)		6,200,215
	3,500	St. Barbara Ltd., 8.875%, 4/15/18 (a)(b)(d)(k) (acquisition cost-$3,482,255; purchased 3/22/13)		3,237,500
				9,437,715
		Miscellaneous Manufacturing – 0.0%
	1,000	Trinseo Materials Operating SCA, 8.75%, 2/1/19 (a)(d)		960,000
		Oil & Gas – 2.4%
	16,000	Continental Resources, Inc., 4.50%, 4/15/23 (a)(d)		15,580,000
	1,000	Expro Finance Luxembourg SCA, 8.50%, 12/15/16 (a)(d)		1,055,000
	6,000	Forbes Energy Services Ltd., 9.00%, 6/15/19		5,940,000
	3,500	Hiland Partners L.P., 7.25%, 10/1/20 (a)(d)		3,622,500
	1,500	LBC Tank Terminals Holding Netherlands BV, 6.875%, 5/15/23 (a)(b)(d)(k) (acquisition cost-$1,500,000; purchased 5/8/13)		1,511,250
	20,000	Millennium Offshore Services Superholdings LLC, 9.50%, 2/15/18 (a)(d)		20,600,000
	5,000	OGX Austria GmbH (a)(d), 8.375%, 4/1/22		1,500,000
	40,250	8.50%, 6/1/18		13,081,250
	15,000	Penn Virginia Corp., 8.50%, 5/1/20 (a)(d)		14,587,500
	740	Welltec A/S, 8.00%, 2/1/19 (a)(d)		773,300
				78,250,800
		Paper & Forest Products – 1.8%
	7,000	Millar Western Forest Products Ltd., 8.50%, 4/1/21 (j)		6,947,500
	47,010	Tembec Industries, Inc., 11.25%, 12/15/18		51,005,850
				57,953,350
		Pipelines – 0.4%
	1,500	Genesis Energy L.P., 5.75%, 2/15/21 (a)(d)		1,470,000
	4,750	Regency Energy Partners L.P., 4.50%, 11/1/23 (a)(d)		4,310,625
	7,000	Sabine Pass Liquefaction LLC, 5.625%, 4/15/23 (a)(d)		6,632,500
				12,413,125
		Retail – 0.9%
	8,000	Coinstar, Inc., 6.00%, 3/15/19 (a)(d)		8,010,000
		Enterprise Inns PLC,
£	742	6.50%, 12/6/18		1,111,075
	2,360	6.875%, 2/15/21		3,427,916
	1,950	6.875%, 5/9/25		2,817,589
$	4,000	Logan’s Roadhouse, Inc., 10.75%, 10/15/17		3,730,000
£	8,007	Spirit Issuer PLC, 5.472%, 12/28/34 (l)		10,595,071
				29,691,651


24		June 30, 2013 \|		Semiannual Report

Schedule of Investments

PIMCO Dynamic Credit Income Fund

June 30, 2013 (unaudited) (continued)


Principal Amount (000s)			Value
		Storage/Warehousing – 0.6%
$	19,000	Algeco Scotsman Global Finance PLC, 8.50%, 10/15/18 (a)(d)	$	19,000,000
		Telecommunications – 7.1%
		Intelsat Luxembourg S.A. (a)(d),
	5,000	6.75%, 6/1/18		5,062,500
	17,000	8.125%, 6/1/23		17,616,250
£	43,100	Lynx I Corp., 6.00%, 4/15/21 (j)		65,326,113
$	18,000	MetroPCS Wireless, Inc., 6.625%, 4/1/23 (a)(d)		18,382,500
		Vimpel Communications Via VIP Finance Ireland Ltd. OJSC (a)(d),
	10,000	7.748%, 2/2/21		10,687,500
	15,000	9.125%, 4/30/18		17,137,500
	25,000	VimpelCom Holdings BV, 5.95%, 2/13/23 (a)(d)		23,500,000
£	47,379	Virgin Media Secured Finance PLC, 5.50%, 1/15/21 (j)		70,619,848
				228,332,211
		Tobacco – 0.3%
$	10,750	Vector Group Ltd., 7.75%, 2/15/21		11,153,125
		Transportation – 0.6%
	5,727	Aviation Capital Group Corp., 6.75%, 4/6/21 (a)(b)(d)(j)(k) (acquisition cost-$6,196,614; purchased 2/4/13)		6,037,833
€	10,000	Hapag-Lloyd AG, 9.00%, 10/15/15		13,374,448
				19,412,281
		Total Corporate Bonds & Notes (cost-$1,709,163,516)		1,652,771,947

	Senior Loans (a)(c) – 41.9%
		Apparel & Textiles – 0.2%
$	4,988	Calceus Acquisition, Inc., 5.75%, 2/1/20		5,007,029
		Chemicals – 2.2%
		Al Chem & Cy S.C.A.,
	4,938	4.50%, 10/3/19, Term B1		4,944,113
	2,562	4.50%, 10/3/19, Term B2 (b)(k) (acquisition cost-$2,549,250; purchased 3/12/13)		2,565,262
	5,000	8.25%, 4/3/20		5,075,000
	14,963	Axalta Coating Systems U.S. Holdings, Inc., 4.75%, 2/1/20		14,993,233
	25,000	Tronox, Inc., 4.50%, 3/19/20		25,160,725
	19,949	Univar, Inc., 5.00%, 6/30/17, Term B		19,559,444
				72,297,777
		Commercial Services – 1.5%
	20,000	Nielsen Holdings NV, 3.00%, 2/21/14 (b)(e)(k) (acquisition cost-$19,900,000; purchased 3/1/13)		19,933,333
	29,825	ServiceMaster Corp., 4.25%, 1/31/17		29,579,006
				49,512,339
		Computers – 1.4%
		Dell, Inc. (b)(e)(k),
	27,077	5.00%, 11/6/13 (acquisition cost-$26,941,538; purchased 3/8/13)		27,003,938
	16,923	6.25%, 11/6/13 (acquisition cost-$16,838,462; purchased 3/8/13)		16,877,461
				43,881,399


Semiannual Report		\| June 30, 2013			25

Schedule of Investments

PIMCO Dynamic Credit Income Fund

June 30, 2013 (unaudited) (continued)


Principal Amount (000s)			Value
		Diversified Financial Services – 0.4%
$	5,000	Nuveen Investments, Inc., 4.195%, 5/13/17	$	4,985,000
	7,000	Patriot Merger Corp., 5.25%, 7/1/20, Term B (e)		6,985,419
				11,970,419
		Entertainment – 2.1%
	9,581	Caesars Entertainment Operating Co., 5.443%, 1/28/18, Term B6		8,487,268
	39,900	Station Casinos LLC, 5.00%, 3/1/20, Term B		39,979,800
	19,888	Zuffa LLC, 4.50%, 2/25/20, Term B		19,788,093
				68,255,161
		Financial Services – 0.4%
	12,753	Springleaf Finance Corp., 5.50%, 5/10/17		12,786,854
		Food & Beverage – 4.5%
	22,700	Albertson’s, LLC, 4.25%, 3/21/16, Term B		22,707,319
	22,274	Candy Intermediate Holdings, Inc., 7.50%-8.50%, 6/18/18		22,204,245
	100,500	HJ Heinz Co., 3.50%, 6/5/20, Term B2		100,619,092
				145,530,656
		Healthcare-Products – 2.9%
£	40,000	Alliance Boots Ltd., 3.487%, 7/9/17, Term B (e)		59,882,522
		Bausch & Lomb, Inc.,
$	13,234	3.526%, 11/25/16		13,234,287
	6,592	4.00%, 5/17/19		6,609,595
	10,000	6.25%, 5/31/18 (b)(k) (acquisition cost-$9,925,000; purchased 4/3/13)		10,012,500
	5,000	Rite Aid Corp., 5.75%, 8/21/20		5,096,875
				94,835,779
		Healthcare-Services – 2.4%
	10,945	Air Medical Group Holdings, Inc., 6.50%, 5/29/18		11,081,812
	25,935	American Renal Holdings, Inc., 4.50%, 8/20/19		25,789,116
	15,000	Apria Healthcare Group, Inc., 6.75%, 4/5/20		14,962,500
		Catalent Pharma Solutions, Inc.,
	9,950	4.25%, 9/15/17, Term B2		9,925,125
	2,000	6.50%, 12/31/17		1,992,500
	4,988	Covis Pharmaceuticals Holdings, 6.00%, 4/4/19		4,991,655
	9,975	United Surgical Partners International, Inc., 4.75%, 4/3/19, Term B		10,002,930
				78,745,638
		Household Products/Wares – 0.8%
	27,431	Sun Products Corp., 5.50%, 3/18/20		27,179,788
		Insurance – 0.8%
	14,925	AmWINS Group, Inc., 5.00%, 2/22/20		14,984,700
	9,950	Asurion LLC, 4.50%, 5/24/19, Term B1		9,881,594
				24,866,294
		Internet – 0.5%
		Ancestry.com, Inc.,
	2,613	4.25%, 5/15/18, Term B2		2,613,318
	7,288	5.25%, 12/28/18		7,282,966
	4,975	WaveDivision Holdings LLC, 4.00%, 8/31/19 (b)(k) (acquisition cost-$4,975,000; purchased 2/7/13)		4,966,707
				14,862,991


26		June 30, 2013 \|		Semiannual Report

Schedule of Investments

PIMCO Dynamic Credit Income Fund

June 30, 2013 (unaudited) (continued)


Principal Amount (000s)			Value
		Iron/Steel – 1.1%
$	34,825	FMG America Finance, Inc., 5.25%, 10/18/17	$	34,681,885
		Leisure – 0.1%
	5,000	Regent Seven Seas Cruises, Inc., 4.75%, 12/21/18, Term B		5,003,125
		Lodging – 3.8%
		Hilton Hotels Corp.,
	15,479	3.565%, 11/12/15, Term B		15,304,619
	65,374	3.693%, 11/12/15, Term C		64,557,313
	43,424	3.943%, 11/12/15, Term D		42,772,363
				122,634,295
		Media – 1.1%
	25,000	CSC Holdings LLC, 2.695%, 4/17/20		24,781,250
	4,975	Foxco Acquisition Sub LLC, 5.50%, 7/14/17, Term B		5,032,995
	7,400	Salem Communications Corp., 4.50%, 3/14/20, Term B		7,443,164
				37,257,409
		Mining – 1.4%
	29,849	Noranda Aluminum Acquisition Corp., 5.75%, 2/28/19, Term B		29,251,889
	14,919	Walter Energy, Inc., 5.75%, 4/1/18, Term B		14,698,894
				43,950,783
		Oil & Gas – 1.1%
	11,000	NFR Energy LLC, 8.75%, 12/31/18		11,000,000
	9,975	Philadelphia Energy Solutions LLC, 6.25%, 4/4/18, Term B (b)(k) (acquisition cost-$9,825,375; purchased 4/3/13)		9,962,531
	14,963	Saxon Energy Services, Inc., 5.50%, 2/15/19, Term B		14,864,316
				35,826,847
		Pharmaceuticals – 1.8%
	7,960	Par Pharmaceutical Companies, Inc., 4.25%, 9/28/19, Term B		7,923,750
	50,000	Valeant Pharmaceuticals International, Inc., 4.50%, 6/27/20, Term B (e)		49,977,700
				57,901,450
		Pipelines – 1.4%
	45,411	NGPL PipeCo LLC, 6.75%, 9/15/17, Term B		45,383,044
		Real Estate – 3.8%
	16,958	Realogy Corp., 4.50%, 3/5/20		17,052,886
		Toys R Us Properties Ltd. (g),
£	60,000	5.95%, 2/14/20, Term A		91,533,027
	10,000	8.25%, 2/14/20, Term B		15,255,504
				123,841,417
		Real Estate Investment Trust – 0.6%
$	17,248	Equity Office Properties Trust, 1.393%, 2/5/14 (g)		18,181,940
		Retail – 0.3%
	3,500	Advantage Sales & Marketing, 8.25%, 6/18/18 (b)(k) (acquisition cost-$3,500,000; purchased 2/14/13)		3,517,500
	7,500	American Builders & Contractors Supply Co., Inc., 3.50%, 4/16/20, Term B		7,459,823
				10,977,323
		Semiconductors – 0.5%
	15,000	Freescale Semiconductor, Inc., 5.00%, 3/1/20, Term B4		14,901,570


Semiannual Report		\| June 30, 2013			27

Schedule of Investments

PIMCO Dynamic Credit Income Fund

June 30, 2013 (unaudited) (continued)


Principal Amount (000s)			Value
		Software – 1.0%
$	9,500	First Data Corp., 4.193%, 3/24/17	$	9,326,625
	12,000	4.193%, 3/24/18, Term B		11,722,500
	9,975	SunGard Data Systems, Inc., 4.00%, 3/8/20, Term E		10,016,566
				31,065,691
		Telecommunications – 3.6%
	24,875	Alcatel-Lucent USA, Inc., 7.25%, 1/30/19, Term C		25,149,670
	34,813	Intelsat Jackson Holdings Ltd., 4.25%, 4/2/18, Term B1		34,932,217
	10,000	Light Tower Fiber LLC, 4.50%, 4/1/20, Term B		9,977,000
	5,000	Syniverse Holdings, Inc., 4.00%, 4/23/19		4,997,915
	39,900	Univision Communications, Inc., 4.50%, 3/1/20, Term C2		39,614,994
				114,671,796
		Transportation – 0.2%
	6,484	Commercial Barge Line Co., 7.50%, 9/15/19, Term B		6,289,237
		Total Senior Loans (cost-$1,355,117,509)		1,352,299,936

	Mortgage-Backed Securities – 15.0%
		Adjustable Rate Mortgage Trust, CMO (l),
	2,873	3.779%, 11/25/37 (a)(d)		1,828,220
	8,602	5.507%, 3/25/37		6,472,201
		Alternative Loan Trust, CMO,
	3,394	0.893%, 10/25/35 (l)		2,495,114
	4,675	5.50%, 2/25/36		4,138,448
	1,597	6.00%, 4/25/36		1,329,658
	19,305	6.00%, 4/25/37		14,767,191
	19,746	6.00%, 8/25/37		15,174,705
	923	American Home Mortgage Assets Trust, 6.25%, 6/25/37 CMO		607,792
	7,474	American Home Mortgage Investment Trust, 6.10%, 1/25/37 CMO (a)(d)		4,984,855
		Banc of America Alternative Loan Trust, CMO,
	2,404	6.00%, 11/25/35		2,058,026
	3,171	6.00%, 4/25/36		2,389,841
	4,308	6.00%, 7/25/46		3,514,918
	6,959	6.50%, 2/25/36		5,849,593
		Banc of America Funding Corp., CMO,
	6,997	2.701%, 9/20/46 (l)		5,563,613
	8,553	5.906%, 8/26/36 (a)(b)(d)(k)(l) (acquisition cost-$4,575,932; purchased 3/5/13)		4,709,562
	11,097	6.00%, 10/25/37		7,873,836
	735	Banc of America Mortgage Trust, 6.00%, 10/25/36 CMO		648,838
	980	BCAP LLC Trust, 17.00%, 7/26/36 CMO (a)(b)(d)(k) (acquisition cost-$1,020,855; purchased 5/16/13)		1,019,822
	3,022	Bear Stearns Adjustable Rate Mortgage Trust, 2.469%, 2/25/36 CMO (l)		1,982,931
		Bear Stearns ALT-A Trust, CMO (l),
	7,065	0.363%, 8/25/36		3,865,723
	7,949	0.693%, 1/25/36		4,601,538
	5,473	2.576%, 3/25/36		3,757,527


28		June 30, 2013 \|		Semiannual Report

Schedule of Investments

PIMCO Dynamic Credit Income Fund

June 30, 2013 (unaudited) (continued)


Principal Amount (000s)			Value
$	13,784	2.635%, 4/25/37	$	8,888,367
	3,029	2.943%, 5/25/36		1,685,178
	6,776	5.246%, 9/25/35		5,344,755
€	10,000	Celtic Residential Irish Mortgage Securitisation No. 12 Ltd., 0.409%, 3/18/49 CMO (l)		10,087,783
$	16,606	CHL Mortgage Pass-Through Trust, 2.622%, 3/20/36 CMO (l)		16,348,333
		Citigroup Mortgage Loan Trust, Inc., CMO,
	8,611	2.749%, 7/25/36 (l)		5,254,047
	2,294	2.833%, 7/25/46 (l)		1,769,422
	2,250	5.466%, 4/25/37 (l)		1,949,966
	2,019	6.50%, 9/25/36 (a)(b)(d)(k) (acquisition cost-$1,465,279; purchased 4/24/13)		1,406,228
		Countrywide Alternative Loan Trust, CMO,
	20,026	5.50%, 12/25/35		18,350,078
	4,851	5.50%, 5/25/36		4,096,548
	3,338	6.00%, 1/25/37		2,664,795
	14,019	6.00%, 2/25/37		11,179,628
	1,485	6.25%, 12/25/36 (l)		1,178,031
	2,427	6.50%, 9/25/37		1,876,082
		Countrywide Home Loan Mortgage Pass-Through Trust, CMO,
	57,664	2.063%, 3/25/46 (l)		41,733,367
	11,346	6.00%, 1/25/38		9,908,277
	794	Credit Suisse First Boston Mortgage Securities Corp., 6.00%, 1/25/36 CMO		607,793
		Credit Suisse Mortgage Capital Certificates, CMO (a)(d),
	24,266	2.727%, 10/26/36 (l)		14,277,446
	32,140	5.75%, 5/26/37		28,795,569
		Credit Suisse Mortgage Capital Certificates Mortgage-Backed Trust, CMO,
	1,009	6.50%, 10/25/21		857,549
	6,285	6.50%, 5/25/36		4,316,630
	5,806	6.75%, 8/25/36		4,331,393
	1,975	Deutsche ALT-A Securities, Inc. Mortgage Loan Trust, 5.50%, 12/25/35 CMO		1,676,905
	13,040	GSR Mortgage Loan Trust, 5.50%, 11/25/35 CMO		12,376,612
		Harborview Mortgage Loan Trust, CMO (l),
	2,082	2.817%, 6/19/45		1,320,863
	1,874	5.366%, 6/19/36		1,335,621
	3,289	Impac Secured Assets Trust, 0.363%, 1/25/37 CMO (l)		2,380,146
	2,357	IndyMac Index Mortgage Loan Trust, 2.958%, 6/25/36 CMO (l)		1,707,146
		JPMorgan Alternative Loan Trust, CMO,
	2,022	2.629%, 5/25/36 (l)		1,508,631
	2,713	6.00%, 12/25/35		2,379,796
	1,983	6.05%, 11/25/36 (l)		1,537,339
	7,638	JPMorgan Resecuritization Trust, 4.873%, 4/26/36 CMO (a)(b)(d)(k)(l) (acquisition cost-$3,131,646; purchased 6/19/13)		3,093,175
	1,144	Lehman XS Trust, 1.093%, 8/25/47 CMO (l)		793,325
	3,760	MASTR Adjustable Rate Mortgages Trust, 0.893%, 2/25/36 CMO (l)		2,418,640


Semiannual Report		\| June 30, 2013			29

Schedule of Investments

PIMCO Dynamic Credit Income Fund

June 30, 2013 (unaudited) (continued)


Principal Amount (000s)			Value
$	20,686	Merrill Lynch Mortgage Investors Trust, 3.006%, 3/25/36 CMO (l)	$	14,085,893
	10,000	Morgan Stanley Capital I, Inc., 5.862%, 7/12/44 CMO (l)		9,739,940
	4,264	Morgan Stanley Mortgage Loan Trust, 2.605%, 11/25/37 CMO (l)		3,240,054
		RBSSP Resecuritization Trust, CMO (a)(d),
	8,672	3.161%, 9/26/35 (l)		5,280,458
	5,067	5.50%, 5/26/36		2,978,801
	1,500	9.445%, 6/26/37 (b)(k)(l) (acquisition cost-$900,000; purchased 5/20/13)		916,153
		Residential Accredit Loans, Inc., CMO,
	1,415	0.343%, 2/25/37 (l)		1,062,597
	4,230	5.75%, 1/25/34		4,545,357
	6,997	6.00%, 12/25/35		6,032,984
	3,534	6.00%, 4/25/36		2,894,549
	9,729	6.00%, 5/25/36		7,871,736
	3,649	6.00%, 6/25/36		2,861,077
	6,928	6.00%, 8/25/36		5,443,678
	5,353	6.00%, 11/25/36		4,183,523
	10,520	6.25%, 2/25/37		8,240,367
	2,660	6.50%, 9/25/37		2,094,722
		Residential Asset Securitization Trust, CMO,
	1,494	6.00%, 2/25/36		1,187,564
	2,724	6.00%, 5/25/36		2,474,453
		Residential Funding Mortgage Securities I, CMO,
	12,613	5.50%, 3/25/36		11,229,807
	2,998	6.00%, 10/25/36		2,731,656
		Sequoia Mortgage Trust, CMO (l),
	1,681	1.087%, 2/20/34		1,618,973
	1,568	2.084%, 9/20/32		1,445,994
	3,201	Structured Adjustable Rate Mortgage Loan Trust, 2.495%, 4/25/36 CMO (l)		2,737,084
	21	Structured Asset Mortgage Investments II Trust, 0.403%, 5/25/46 CMO (l)		12,814
	18,893	Structured Asset Securities Corp., 5.50%, 10/25/35 CMO		15,305,845
	4,544	Washington Mutual Alternative Mortgage Pass-Through Certificates, 0.433%, 1/25/47 CMO (l)		2,628,927
		Washington Mutual Mortgage Pass-Through Certificates, CMO,
	4,179	5.75%, 11/25/35		3,476,863
	15,021	5.967%, 5/25/36		10,184,326
	19,317	6.221%, 7/25/36		10,205,992
	3,325	6.449%, 7/25/36		1,755,965
	8,995	Wells Fargo Mortgage Loan Trust, 2.837%, 3/27/37 CMO (a)(d)(l)		5,344,287
		Total Mortgage-Backed Securities (cost-$481,460,966)		482,881,855

	Asset-Backed Securities – 4.4%
	4,520	Accredited Mortgage Loan Trust, 0.473%, 4/25/36 (l)		3,051,199
	43,147	Anthracite CDO I Ltd., 6.00%, 5/24/37 (a)(d)		43,254,628
		Argent Securities Trust (l),
	22,087	0.343%, 7/25/36		8,435,789
	818	0.343%, 9/25/36		334,629


30		June 30, 2013 \|		Semiannual Report

Schedule of Investments

PIMCO Dynamic Credit Income Fund

June 30, 2013 (unaudited) (continued)


Principal Amount (000s)			Value
$	2,405	Asset Backed Funding Certificates, 1.243%, 3/25/34 (l)	$	1,776,056
	1,404	Bear Stearns Asset-Backed Securities Trust, 3.889%, 10/25/36 (l)		1,208,576
		Citigroup Mortgage Loan Trust, Inc. (l),
	650	0.393%, 1/25/37		523,067
	7,000	0.603%, 10/25/35		5,733,525
		Countrywide Asset-Backed Certificates (l),
	13,600	0.333%, 7/25/37		9,397,301
	1,528	0.433%, 4/25/36		1,025,516
	1,600	0.943%, 3/25/34		1,485,328
	9,520	Fieldstone Mortgage Investment Trust, 0.363%, 7/25/36 (l)		4,787,303
	1,800	First Frankin Mortgage Loan Trust, 1.003%, 4/25/35 (a)(d)(l)		1,612,474
		GSAMP Trust (l),
	2,000	0.463%, 4/25/36		998,197
	1,323	2.743%, 10/25/33		1,216,040
	1,443	HSI Asset Securitization Corp. Trust, 0.483%, 11/25/35 (l)		1,291,268
	5,100	IndyMac Residential Asset-Backed Trust, 0.433%, 4/25/47 (l)		2,732,361
		JPMorgan Mortgage Acquisition Trust,
	2,726	0.34%, 7/25/36 (l)		1,260,457
	20,000	5.381%, 10/25/36		15,377,410
	2,000	5.464%, 11/25/36		1,809,730
	20,516	Lehman XS Trust, 5.474%, 5/25/37 (l)		16,878,249
		Morgan Stanley ABS Capital I, Inc. Trust (l),
	12,790	0.343%, 11/25/36		6,692,329
	400	0.663%, 7/25/35		334,495
	800	Morgan Stanley Home Equity Loan Trust, 0.663%, 8/25/35 (l)		737,513
	1,038	New Century Home Equity Loan Trust, 3.193%, 1/25/33 (l)		894,471
		Option One Mortgage Loan Trust (l),
	1,000	0.333%, 1/25/37		512,509
	991	0.443%, 3/25/37		520,426
	2,942	Renaissance Home Equity Loan Trust, 5.612%, 4/25/37		1,644,330
		Soundview Home Equity Loan Trust (l),
	4,957	0.343%, 6/25/37		2,560,794
	4,743	0.453%, 2/25/37		2,201,502
	919	Specialty Underwriting & Residential Finance Trust, 0.543%, 3/25/37 (l)		501,727
	1,700	Structured Asset Investment Loan Trust, 1.093%, 9/25/34 (l)		1,506,603
		Total Asset-Backed Securities (cost-$143,711,011)		142,295,802

	U.S. Treasury Obligations – 3.1%
	99,503	U.S. Treasury Notes, 0.25%, 1/31/15 (i)(j) (cost-$99,479,270)		99,477,726

	U.S. Government Agency Securities (b) – 1.4%
		Fannie Mae, CMO,
	38,527	3.00%, 1/25/42-1/25/43 IO		5,000,482
	5,366	3.50%, 8/25/32 IO		777,151
	5,396	5.807%, 8/25/38 IO (l)		664,454
	10,195	5.957%, 2/25/43 IO (l)		2,117,373


Semiannual Report		\| June 30, 2013			31

Schedule of Investments

PIMCO Dynamic Credit Income Fund

June 30, 2013 (unaudited) (continued)


Principal Amount (000s)			Value
$	11,104	6.447%, 12/25/36 IO (l)	$	1,595,719
	17,995	6.457%, 4/25/37 IO (l)		3,074,730
	3,639	8.65%, 10/25/42 (l)		3,633,560
		Freddie Mac, CMO, IO,
	44,036	2.50%, 11/15/27		5,067,150
	6,949	3.00%, 2/15/33		1,013,523
	9,761	3.50%, 8/15/42		1,816,213
	26,300	4.00%, 3/15/27-9/15/39		4,239,786
	7,413	6.008%, 9/15/41-9/15/42 (l)		1,544,788
	7,589	6.308%, 12/15/34 (l)		876,360
		Ginnie Mae, CMO, IO,
	4,014	3.50%, 6/20/42		681,389
	10,161	4.00%, 3/20/42-9/20/42		1,866,968
	20,958	4.50%, 10/16/42		4,767,960
	6,018	5.928%, 8/20/42 (l)		1,254,843
	6,084	6.058%, 12/20/40 (l)		1,288,854
	7,380	6.458%, 1/20/41 (l)		1,376,127
	9,168	6.508%, 8/16/39 (l)		1,700,536
		Total U.S. Government Agency Securities (cost-$44,118,828)		44,357,966

Shares
	Preferred Stock – 1.2%
		Banking – 1.2%
	40,000	Ally Financial, Inc., 7.00%, 7/29/13 (a)(d)(h) (cost-$38,900,000)		38,021,252

Principal Amount (000s)
	Municipal Bonds – 0.6%
		Ohio – 0.6%
$	22,805	Buckeye Tobacco Settlement Financing Auth. Rev., 6.50%, 6/1/47, Ser. A-2 (cost-$21,411,250)		20,138,411

	Short-Term Investments – 4.8%
		U.S. Treasury Obligations – 2.4%
	8,374	U.S. Treasury Bills, 0.041%-0.097%, 8/22/13-2/6/14 (i)(m)		8,372,646
		U.S. Treasury Notes,
	10,028	0.25%, 3/31/14 (i)(j)		10,035,050
	31,500	0.25%, 4/30/14 (i)(j)		31,521,546
	15,200	1.00%, 5/15/14 (i)(j)		15,308,361
	5,100	1.875%, 4/30/14		5,172,216
	8,000	2.25%, 5/31/14 (i)(j)		8,150,784
		Total U.S. Treasury Obligations (cost-$78,578,700)		78,560,603


32		June 30, 2013 \|		Semiannual Report

Schedule of Investments

PIMCO Dynamic Credit Income Fund

June 30, 2013 (unaudited) (continued)


Principal Amount (000s)			Value
	Repurchase Agreements – 2.4%
$	40,200	Banc of America Securities LLC, dated 6/28/13, 0.14%, due 7/1/13, proceeds $40,200,469; collateralized by U.S. Treasury Bills, zero coupon, due 6/26/14, valued at $41,007,974 including accrued interest	$	40,200,000
	37,000	TD Securities (USA) LLC, dated 6/28/13, 0.19%, due 7/1/13, proceeds $37,000,586; collateralized by U.S. Treasury Notes, 0.875%, due 11/30/16, valued at $37,823,659 including accrued interest		37,000,000
		Total Repurchase Agreements (cost-$77,200,000)		77,200,000
		Total Short-Term Investments (cost-$155,778,700)		155,760,603
		Total Investments (cost-$4,049,141,050) – 123.6%		3,988,005,498
		Liabilities in excess of other assets – (23.6)%		(762,715,174	)
		Net Assets – 100.0%	$	3,225,290,324

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 $2,261,271,098, representing 70.1% of net assets.

(b)

Illiquid.

(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 June 30, 2013.

(d)

(e)

When-issued or delayed-delivery. To be settled/delivered after June 30, 2013.

(f)

In default.

(g)

Fair-Valued – Securities with an aggregate value of $129,751,245, representing 4.0% of net assets. See Note 1(a) and Note 1(b) in the Notes to Financial Statements.

(h)

Perpetual maturity. The date shown, if any, is the next call date. For Corporate Bonds & Notes the interest rate is fixed until the first call date and variable thereafter.

(i)

All or partial amount segregated for the benefit of the counterparty as collateral for derivatives.

(j)

All or partial amount transferred for the benefit of the counterparty as collateral for reverse repurchase agreements.

(k)

Restricted. The aggregate acquisition cost of such securities is $140,695,286. The aggregate value is $139,541,744, representing 4.3% of net assets.

(l)

Variable or Floating Rate Security – Securities with an interest rate that changes periodically. The interest rate disclosed reflects the rate in effect on June 30, 2013.

(m)

Rates reflect the effective yields at purchase date.

(n)

Futures contracts outstanding at June 30, 2013:


Type		Contracts			Value (000s)			Expiration Date		Unrealized Appreciation
Short:	5-Year Deliverable Interest Rate Swap Futures		(475	)	$	(46,491	)		9/16/13	$	572,388


Semiannual Report		\| June 30, 2013			33

Schedule of Investments

PIMCO Dynamic Credit Income Fund

June 30, 2013 (unaudited) (continued)

(o)

Credit default swap agreements outstanding at June 30, 2013:

OTC sell protection swap agreements:


Swap Counterparty/ Referenced Debt Issuer	Notional Amount (000s)⁽¹⁾		Credit Spread			Termination Date		Payments Received			Value⁽²⁾			Upfront Premiums Received			Unrealized Appreciation
BNP Paribas:
Barclays Bank	€	5,000		2.45	%		6/20/18		3.00	%	$	174,368		$	(15,070	)	$	189,438
Goldman Sachs:
J.C. Penney Corp., Inc.	$	5,000		6.36	%		6/20/16		5.00	%		(172,818	)		(300,000	)		127,182
J.C. Penney Corp., Inc.		10,000		7.79	%		6/20/18		5.00	%		(1,053,291	)		(1,400,000	)		346,709
JPMorgan Chase:
J.C. Penney Corp., Inc.		5,000		7.79	%		6/20/18		5.00	%		(526,645	)		(700,000	)		173,355

											$	(1,578,386	)	$	(2,415,070	)	$	836,684

Centrally cleared sell protection swap agreements:


Broker (Exchange)/Referenced Debt Issuer	Notional Amount (000s)⁽¹⁾		Credit Spread	Termination Date		Payments Received			Value⁽²⁾		Unrealized Appreciation (Depreciation)
Credit Suisse First Boston (ICE):
Dow Jones CDX.HY-19 5-Year Index	$	172,000	†		12/20/17		5.00	%	$	7,352,790	$	3,544,990
Dow Jones CDX.HY-20 5-Year Index		236,000	†		6/20/18		5.00	%		6,777,396		(2,639,279	)
UBS (ICE):
Dow Jones CDX.HY-19 5-Year Index		571,400	†		12/20/17		5.00	%		24,426,651		12,178,651
Dow Jones CDX.HY-20 5-Year Index		156,900	†		6/20/18		5.00	%		4,505,819		(1,770,181	)

									$	43,062,656	$	11,314,181

†

Credit Spread not quoted for asset-backed securities.

(1)

(2)

(p)

Interest rate swap agreements outstanding at June 30, 2013:

OTC swap agreements:

Notional
Amount
(000s)

Termination
Date

Rate Type

Upfront
Premiums
Paid
(Received)

Unrealized
Depreciation

Swap
Counterparty

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