UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM N-Q

 

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

 

Investment Company Act file number

811-21374

 

PIMCO Income Strategy Fund

(Exact name of registrant as specified in charter)

 

1633 Broadway, New York, NY

 

10019

(Address of principal executive offices)

 

(Zip code)

 

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

(Name and address of agent for service)

 

Registrant’s telephone number, including area code:

212-739-3371

 

 

Date of fiscal year end:

July 31, 2014

 

 

Date of reporting period:

October 31, 2013

 

 



 

Item 1. Schedule of Investments

 

PIMCO Income Strategy Fund Schedule of Investments

October 31, 2013 (unaudited)

 

Principal
Amount
(000s)

 

 

 

Value*

 

CORPORATE BONDS & NOTES - 24.5%

 

 

 

Airlines - 2.6%

 

 

 

 

 

American Airlines Pass-Through Trust (d),

 

 

 

$3,614

 

9.73%, 9/29/14

 

$3,975,732

 

1,861

 

10.18%, 1/2/13

 

3,257,265

 

1,262

 

Continental Airlines Pass-Through Trust, 9.798%, 10/1/22

 

1,406,654

 

877

 

United Air Lines Pass-Through Trust, 10.40%, 5/1/18

 

990,485

 

 

 

 

 

9,630,136

 

Auto Manufacturers - 3.8%

 

 

 

12,700

 

Ford Motor Co., 7.70%, 5/15/97

 

14,035,164

 

 

 

 

 

Banking - 12.5%

 

 

 

 

 

Ally Financial, Inc.,

 

 

 

413

 

6.40%, 11/15/19

 

413,568

 

172

 

6.50%, 12/15/18 - 5/15/19

 

172,031

 

383

 

6.55%, 12/15/19

 

383,000

 

10

 

6.60%, 6/15/19

 

10,000

 

51

 

6.65%, 6/15/18

 

51,000

 

197

 

6.70%, 6/15/18 - 6/15/19

 

197,000

 

93

 

6.75%, 5/15/19 - 6/15/19

 

93,093

 

30

 

6.85%, 5/15/18

 

30,045

 

150

 

6.90%, 6/15/17

 

150,000

 

151

 

6.95%, 6/15/17

 

151,000

 

52

 

7.00%, 12/15/16 - 6/15/17

 

52,000

 

288

 

7.25%, 6/15/16

 

288,000

 

57

 

7.50%, 6/15/16

 

57,000

 

45

 

7.55%, 5/15/16

 

45,086

 

£7,500

 

Barclays Bank PLC, 14.00%, 6/15/19 (f)

 

16,533,611

 

$800

 

Citigroup, Inc., 6.125%, 8/25/36

 

844,582

 

 

 

LBG Capital No. 1 PLC,

 

 

 

€200

 

7.375%, 3/12/20

 

288,481

 

£300

 

7.588%, 5/12/20

 

509,881

 

4,800

 

7.867%, 12/17/19

 

8,177,336

 

2,400

 

7.869%, 8/25/20

 

4,115,605

 

$2,000

 

8.50%, 12/17/21 (a)(c)(f)

 

2,133,514

 

£900

 

11.04%, 3/19/20

 

1,676,981

 

 

 

LBG Capital No. 2 PLC,

 

 

 

534

 

9.125%, 7/15/20

 

930,689

 

2,200

 

11.25%, 9/14/23

 

4,084,820

 

$1,550

 

Royal Bank of Scotland Group PLC, 7.648%, 9/30/31 (f)

 

1,627,500

 

£2,000

 

Santander Issuances S.A. Unipersonal, 7.30%, 7/27/19 (converts to FRN on 9/27/14)

 

3,351,104

 

 

 

 

 

46,366,927

 

Diversified Financial Services - 3.2%

 

 

 

$2,800

 

General Electric Capital Corp., 6.375%, 11/15/67 (converts to FRN on 11/15/17)

 

3,048,500

 

2,476

 

GSPA Monetization Trust, 6.422%, 10/9/29 (a)(b)(c)(h) (acquisition cost - $2,446,254; purchased 9/23/13)

 

2,457,394

 

7,000

 

ILFC E-Capital Trust I, 5.35%, 12/21/65 (a)(c)(j)

 

6,212,500

 

 

 

 

 

11,718,394

 

Electric Utilities - 0.3%

 

 

 

1,219

 

Bruce Mansfield Unit, 6.85%, 6/1/34

 

1,292,437

 

1,100

 

Dynegy Roseton LLC / Dynegy Danskammer LLC Pass-Through Trust, 7.67%, 11/8/16, Ser. B (b)(d)(e)

 

27,343

 

 

 

 

 

1,319,780

 

Insurance - 1.6%

 

 

 

2,000

 

AIG Life Holdings, Inc., 8.125%, 3/15/46 (a)(b)(c)(h) (acquisition cost - $1,753,150; purchased 7/12/10)

 

2,440,000

 

2,893

 

American International Group, Inc., 8.175%, 5/15/68 (converts to FRN on 5/15/38)

 

3,580,088

 

 

 

 

 

6,020,088

 

Oil & Gas - 0.5%

 

 

 

1,600

 

Anadarko Petroleum Corp., 7.00%, 11/15/27

 

1,701,147

 

Total Corporate Bonds & Notes (cost-$78,669,832)

 

90,791,636

 

 

 

 

 

MUNICIPAL BONDS - 23.6%

 

 

 

California - 9.3%

 

 

 

5,800

 

Infrastructure & Economic Dev. Bank Rev., 6.486%, 5/15/49

 

6,314,054

 

900

 

Long Beach Redev. Agcy., Tax Allocation, 8.36%, 8/1/40

 

946,008

 

 



 

PIMCO Income Strategy Fund Schedule of Investments

October 31, 2013 (unaudited) (continued)

 

Principal
Amount
(000s)

 

 

 

Value*

 

$9,600

 

Los Angeles Department of Water & Power Rev., 6.166%, 7/1/40

 

$10,230,240

 

9,600

 

Metropolitan Water Dist. of Southern California Rev., 6.947%, 7/1/40

 

10,854,912

 

1,000

 

Palomar Community College Dist., GO, 7.194%, 8/1/45, Ser. B-1

 

1,116,840

 

600

 

Riverside Cnty. Economic Dev. Agcy., Tax Allocation, 7.50%, 10/1/30, Ser. A-T

 

632,562

 

900

 

State Univ. Rev., 6.484%, 11/1/41

 

1,050,120

 

3,600

 

Stockton Public Financing Auth. Rev., 7.942%, 10/1/38, Ser. B

 

3,285,972

 

 

 

 

 

34,430,708

 

Georgia - 1.1%

 

 

 

3,900

 

Municipal Electric Auth. of Georgia Rev., 6.655%, 4/1/57

 

4,063,878

 

 

 

 

 

Illinois - 4.9%

 

 

 

6,000

 

Chicago, GO, 7.517%, 1/1/40

 

6,189,000

 

11,000

 

Municipal Electric Agcy. Rev., 6.832%, 2/1/35

 

12,012,660

 

 

 

 

 

18,201,660

 

Nebraska - 1.9%

 

 

 

6,400

 

Public Power Generation Agcy. Rev., 7.242%, 1/1/41

 

7,001,792

 

 

 

 

 

Nevada - 3.1%

 

 

 

10,500

 

Las Vegas Valley Water Dist., GO, 7.013%, 6/1/39

 

11,443,845

 

 

 

 

 

New Jersey - 0.0%

 

 

 

200

 

Tobacco Settlement Financing Corp. Rev., 5.00%, 6/1/41, Ser. 1-A

 

144,966

 

 

 

 

 

Ohio - 1.7%

 

 

 

5,000

 

American Municipal Power, Inc. Rev., Comb Hydroelectric Projects, 8.084%, 2/15/50, Ser. B

 

6,558,500

 

 

 

 

 

Texas - 1.3%

 

 

 

4,200

 

Dallas Convention Center Hotel Dev. Corp. Rev., 7.088%, 1/1/42

 

4,914,294

 

 

 

 

 

Virginia - 0.3%

 

 

 

1,000

 

Fairfax Cnty. Industrial Dev. Auth. Rev., Inova Health Systems, 5.00%, 5/15/40

 

1,025,100

 

Total Municipal Bonds (cost-$86,360,631)

 

87,784,743

 

 

 

 

 

MORTGAGE-BACKED SECURITIES - 23.2%

 

 

 

117

 

Banc of America Alternative Loan Trust, 6.00%, 1/25/36, CMO

 

91,726

 

 

 

Banc of America Funding Trust, CMO,

 

 

 

3,989

 

6.00%, 8/25/36

 

3,892,237

 

2,212

 

6.00%, 3/25/37

 

1,964,316

 

3,796

 

6.00%, 8/25/37

 

3,283,686

 

 

 

BCAP LLC Trust, CMO (a)(c)(j),

 

 

 

1,200

 

5.514%, 3/26/37

 

318,573

 

349

 

15.174%, 6/26/36

 

83,690

 

 

 

Bear Stearns ALT-A Trust, CMO (j),

 

 

 

349

 

2.61%, 11/25/36

 

235,090

 

793

 

2.925%, 9/25/35

 

627,498

 

1,396

 

Bear Stearns Mortgage Funding Trust, 7.00%, 8/25/36, CMO

 

1,112,196

 

 

 

Chase Mortgage Finance Trust, CMO,

 

 

 

11

 

2.823%, 12/25/35 (j)

 

9,390

 

1,096

 

6.00%, 2/25/37

 

975,994

 

754

 

6.00%, 7/25/37

 

675,006

 

2,005

 

6.25%, 10/25/36

 

1,808,001

 

166

 

Citicorp Mortgage Securities Trust, 5.50%, 4/25/37, CMO

 

167,031

 

 

 

Countrywide Alternative Loan Trust, CMO,

 

 

 

342

 

5.50%, 3/25/35

 

304,433

 

4,336

 

5.50%, 12/25/35

 

3,717,200

 

156

 

5.50%, 3/25/36

 

121,332

 

437

 

5.75%, 1/25/35

 

415,226

 

1,773

 

5.763%, 4/25/36 (j)

 

1,285,801

 

402

 

6.00%, 2/25/35

 

407,310

 

2,676

 

6.00%, 5/25/36

 

2,071,120

 

1,243

 

6.00%, 4/25/37

 

989,987

 

1,043

 

6.00%, 8/25/37

 

699,311

 

827

 

6.25%, 11/25/36

 

712,156

 

1,741

 

6.25%, 12/25/36 (j)

 

1,410,975

 

485

 

6.50%, 8/25/36

 

336,318

 

 

 

Countrywide Home Loan Mortgage Pass-Through Trust, CMO,

 

 

 

81

 

2.722%, 2/20/35 (j)

 

77,966

 

1,631

 

5.50%, 10/25/35

 

1,508,966

 

735

 

5.75%, 3/25/37

 

651,419

 

1,556

 

6.00%, 5/25/36

 

1,427,630

 

595

 

6.00%, 2/25/37

 

530,774

 

148

 

6.00%, 4/25/37

 

134,034

 

877

 

6.25%, 9/25/36

 

764,433

 

 

 

Credit Suisse Mortgage Capital Certificates Mortgage-Backed Trust, CMO,

 

 

 

442

 

6.00%, 2/25/37

 

396,154

 

1,350

 

6.75%, 8/25/36

 

1,020,109

 

 



 

PIMCO Income Strategy Fund Schedule of Investments

October 31, 2013 (unaudited) (continued)

 

Principal
Amount
(000s)

 

 

 

Value*

 

 

 

GSR Mortgage Loan Trust, CMO,

 

 

 

$181

 

5.50%, 5/25/36

 

$166,081

 

5,299

 

6.00%, 2/25/36

 

4,851,733

 

60

 

Harborview Mortgage Loan Trust, 2.751%, 7/19/35, CMO (j)

 

52,197

 

2,114

 

IndyMac IMSC Mortgage Loan Trust, 6.50%, 7/25/37, CMO

 

1,336,198

 

 

 

JPMorgan Alternative Loan Trust, CMO,

 

 

 

2,070

 

2.756%, 3/25/36 (j)

 

1,601,362

 

1,817

 

5.202%, 3/25/37 (j)

 

1,343,729

 

1,200

 

6.31%, 8/25/36

 

882,937

 

 

 

JPMorgan Mortgage Trust, CMO,

 

 

 

642

 

2.805%, 2/25/36 (j)

 

555,049

 

614

 

3.869%, 1/25/37 (j)

 

522,594

 

1,071

 

5.00%, 3/25/37

 

954,441

 

101

 

5.75%, 1/25/36

 

92,977

 

302

 

6.00%, 8/25/37

 

263,975

 

1,669

 

Merrill Lynch Mortgage Investors Trust, 3.019%, 3/25/36, CMO (j)

 

1,182,302

 

4,031

 

New Century Alternative Mortgage Loan Trust, 6.173%, 7/25/36, CMO (j)

 

2,750,938

 

1,127

 

Residential Accredit Loans, Inc., 6.00%, 6/25/36, CMO

 

883,503

 

 

 

Residential Asset Securitization Trust, CMO,

 

 

 

1,113

 

5.75%, 2/25/36

 

914,305

 

443

 

6.00%, 9/25/36

 

282,973

 

770

 

6.00%, 3/25/37

 

603,293

 

1,802

 

6.00%, 5/25/37

 

1,575,257

 

1,146

 

6.00%, 7/25/37

 

910,347

 

1,897

 

6.25%, 9/25/37

 

1,362,551

 

 

 

Residential Funding Mortgage Securities I, CMO,

 

 

 

2,039

 

3.785%, 8/25/36 (j)

 

1,728,853

 

297

 

6.00%, 9/25/36

 

267,896

 

756

 

6.00%, 1/25/37

 

669,720

 

3,876

 

6.00%, 6/25/37

 

3,371,353

 

 

 

Structured Adjustable Rate Mortgage Loan Trust, CMO (j),

 

 

 

1,879

 

4.697%, 11/25/36

 

1,530,466

 

807

 

5.063%, 3/25/37

 

610,985

 

2,505

 

5.13%, 5/25/36

 

2,121,849

 

1,521

 

5.161%, 1/25/36

 

1,199,282

 

835

 

5.391%, 7/25/36

 

760,104

 

 

 

Suntrust Adjustable Rate Mortgage Loan Trust, CMO (j),

 

 

 

2,231

 

5.35%, 4/25/37

 

1,849,005

 

359

 

5.575%, 2/25/37

 

300,560

 

7,335

 

WaMu Commercial Mortgage Securities Trust, 5.804%, 3/23/45, CMO (a)(c)(j)

 

7,602,659

 

 

 

WaMu Mortgage Pass-Through Certificates, CMO (j),

 

 

 

241

 

2.375%, 9/25/36

 

212,653

 

762

 

4.781%, 2/25/37

 

709,761

 

1,058

 

6.085%, 10/25/36

 

888,830

 

923

 

Washington Mutual MSC Mortgage Pass-Through Certificates Trust, 6.50%, 8/25/34, CMO

 

962,602

 

 

 

Wells Fargo Mortgage-Backed Securities Trust, CMO,

 

 

 

1,402

 

2.614%, 7/25/36 (j)

 

1,346,911

 

822

 

2.616%, 8/25/36 (j)

 

776,101

 

393

 

2.685%, 7/25/36 (j)

 

358,090

 

196

 

2.707%, 4/25/36 (j)

 

190,175

 

514

 

5.75%, 3/25/37

 

477,959

 

304

 

6.00%, 6/25/37

 

286,923

 

449

 

6.00%, 7/25/37

 

432,285

 

Total Mortgage-Backed Securities (cost-$80,490,680)

 

85,970,852

 

 

 

 

 

ASSET-BACKED SECURITIES - 5.9%

 

 

 

970

 

Asset-Backed Funding Certificates, 0.39%, 5/25/37 (a)(c)(j)

 

875,698

 

286

 

Bear Stearns Asset-Backed Securities Trust, 6.50%, 10/25/36

 

242,464

 

 

 

Countrywide Asset-Backed Certificates,

 

 

 

3,500

 

0.73%, 12/25/35 (j)

 

3,220,819

 

3,000

 

5.595%, 8/25/35

 

2,545,488

 

 

 

GSAA Home Equity Trust,

 

 

 

8,439

 

5.772%, 11/25/36 (j)

 

5,272,469

 

971

 

6.295%, 6/25/36

 

538,808

 

4,206

 

Lehman XS Trust, 6.006%, 6/24/46

 

3,326,040

 

461

 

MASTR Asset-Backed Securities Trust, 5.233%, 11/25/35

 

465,464

 

221

 

Mid-State Trust IV, 8.33%, 4/1/30

 

231,939

 

778

 

Mid-State Trust VII, 6.34%, 10/15/36

 

825,116

 

592

 

Morgan Stanley Mortgage Loan Trust, 6.25%, 7/25/47 (j)

 

446,710

 

7,284

 

Securitized Asset-Backed Receivables LLC Trust, 0.31%, 5/25/36 (j)

 

4,033,702

 

Total Asset-Backed Securities (cost-$21,191,102)

 

22,024,717

 

 

Shares

 

 

 

 

 

PREFERRED STOCK - 3.5%

 

 

 

Banking - 1.5%

 

 

 

207,100

 

GMAC Capital Trust I, 8.125%, 2/15/16, Ser. 2 (i)

 

5,562,706

 

 



 

PIMCO Income Strategy Fund Schedule of Investments

October 31, 2013 (unaudited) (continued)

 

Shares

 

 

 

Value*

 

Diversified Financial Services - 2.0%

 

 

 

6,000

 

Farm Credit Bank, 10.00%, 12/15/20, Ser. 1 (f)

 

$7,318,125

 

Total Preferred Stock (cost-$12,332,507)

 

12,880,831

 

 

Principal
Amount
(000s)

 

 

 

 

 

U.S. GOVERNMENT AGENCY SECURITIES (b)- 0.7%

 

 

 

 

 

Fannie Mae, CMO, IO,

 

 

 

$4,959

 

3.50%, 1/25/43 - 2/25/43

 

947,431

 

4,419

 

4.00%, 11/25/42

 

792,299

 

2,358

 

Freddie Mac, 5.826%, 8/15/42, CMO, IO (j)

 

552,014

 

1,679

 

Ginnie Mae, 3.50%, 1/20/42, CMO, IO

 

251,673

 

Total U.S. Government Agency Securities (cost-$2,479,026)

 

2,543,417

 

 

 

 

 

SHORT-TERM INVESTMENTS - 18.6%

 

 

 

Repurchase Agreements - 18.3%

 

 

 

29,100

 

Banc of America Securities LLC,

dated 10/31/13, 0.13%, due 11/1/13, proceeds $29,100,105; collateralized by U.S. Treasury Bonds, 3.125% - 4.50%, due 8/15/39 - 11/15/41, valued at $30,048,802 including accrued interest

 

29,100,000

 

16,300

 

Barclays Capital, Inc.,

dated 10/31/13, 0.12%, due 11/1/13, proceeds $16,300,054; collateralized by U.S. Treasury Notes, 0.625%, due 11/30/17, valued at $16,614,917 including accrued interest

 

16,300,000

 

6,600

 

Deutsche Bank Securities, Inc.,

dated 10/31/13, 0.12%, due 11/1/13, proceeds $6,600,022; collateralized by U.S. Treasury Inflation Indexed Notes, 2.00%, due 1/15/14, valued at $6,733,218 including accrued interest

 

6,600,000

 

4,000

 

JPMorgan Securities, Inc.,

dated 10/31/13, 0.14%, due 11/1/13, proceeds $4,000,016; collateralized by Freddie Mac, 2.255%, due 12/5/22, valued at $4,085,400 including accrued interest

 

4,000,000

 

11,100

 

Morgan Stanley & Co., Inc.,

dated 10/31/13, 0.13%, due 11/1/13, proceeds $11,100,040; collateralized by U.S. Treasury Notes, 0.875%, due 12/31/16, valued at $11,318,944 including accrued interest

 

11,100,000

 

718

 

State Street Bank and Trust Co.,

dated 10/31/13, zero coupon, due 11/1/13, proceeds $718,000; collateralized by Fannie Mae, 2.20%, due 10/17/22, valued at $732,971 including accrued interest

 

718,000

 

Total Repurchase Agreements (cost-$67,818,000)

 

67,818,000

 

 

 

 

 

U.S. Treasury Obligations (g)(k) - 0.3%

 

 

 

1,340

 

U.S. Treasury Bills, 0.044%, 1/2/14 (cost-$1,339,901)

 

1,339,948

 

Total Short-Term Investments (cost-$69,157,901)

 

69,157,948

 

 

 

 

 

Total Investments (cost-$350,681,679) (l)-100.0%

 

$371,154,144

 

 


 


 


Notes to Schedule 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, on the basis of quotes obtained from a quotation reporting system, established market makers, or independent pricing services. The Fund’s investments 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 mean between the last quoted bid and ask price. Independent pricing services use information provided by market makers or estimates of market values obtained from yield data relating to investments or securities with similar characteristics. Centrally cleared swaps are valued at the price determined by the relevant exchange.

 

The Board of Trustees (the “Board”) has adopted procedures for valuing portfolio securities and other financial derivative instruments in circumstances where market quotes are not readily available, and has delegated the responsibility for applying the valuation methods to Allianz Global Investors Fund Management LLC (the “Investment Manager”) and Pacific Investment Management Company LLC (the “Sub-Adviser”). The Fund’s Valuation Committee was established by the Board to oversee the implementation of the Fund’s valuation methods and to make fair value determinations on behalf of the Board, as instructed. The Sub-Adviser monitors the continued appropriateness of methods applied and determines if adjustments should be made in light of market changes, events affecting the issuer, or other factors. If the Sub-Adviser determines that a valuation method may no longer be appropriate, another valuation method may be selected, or the Valuation Committee will be convened to consider the matter and take any appropriate action in accordance with procedures set forth by the Board. The Board shall review the appropriateness of the valuation methods and these methods may be amended or supplemented from time to time by the Valuation Committee.

 

Benchmark pricing procedures are used as the basis for setting the base price of a fixed-income security and for subsequently adjusting the price proportionally to market value changes of a pre-determined security deemed to be comparable in duration, generally a U.S. Treasury or sovereign note based on country of issuance. The base price may be a broker-dealer quote, transaction price, or an internal value as derived by analysis of market data. The base price of the security may be reset on a periodic basis based on the availability of market data and procedures approved by the Valuation Committee. The validity of the fair value is reviewed by the Sub-Adviser on a periodic basis and may be amended as the availability of market data indicates a material change.

 

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.

 

The prices used by the Fund’s to value investments may differ from the value that would be realized if the investments were sold, and these differences could be material. The Fund’s NAV is normally determined 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.

 

 

(a)

Private Placement—Restricted as to resale and may not have a readily available market. Securities with an aggregate value of $22,124,028, representing 6.0% of total investments.

 

 

(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.

 

 

(e)

Fair-Valued—Security with a value of $27,343, representing less than 0.05% of total investments.

 

 

(f)

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.

 

 

(g)

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

 

 

(h)

Restricted. The aggregate acquisition cost of such securities is $4,199,404. The aggregate value is $4,897,394, representing 1.3% of total investments.

 

 

(i)

Dividend rate is fixed until the first call date and variable thereafter.

 

 

(j)

Variable or Floating Rate Security—Securities with an interest rate that changes periodically.  The interest rate disclosed reflects the rate in effect on October 31, 2013.

 

 

(k)

Rates reflect the effective yields at purchase date.

 

 

(l)

At October 31, 2013, the cost basis of portfolio securities for federal income tax purposes was $350,681,679. Gross unrealized appreciation was $21,399,214; gross unrealized depreciation was $926,749; and net unrealized appreciation was $20,472,465. There was no difference between book and tax cost basis.

 

 

(m)

Interest rate swap agreements outstanding at October 31, 2013:

 

OTC swap agreements:

 

 

 

Notional

 

 

 

Rate Type

 

 

 

Upfront

 

 

 

Swap
Counterparty

 

Amount
(000s)

 

Termination
Date

 

Payments
Made

 

Payments
Received

 

Value

 

Premiums
Paid (Received)

 

Unrealized
Appreciation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank of America

 

$188,000

 

11/20/18

 

3-Month USD-LIBOR

 

2.05

%

$1,798,553

 

$(646,551

)

$2,445,104

 

Citigroup

 

60,600

 

11/20/18

 

3-Month USD-LIBOR

 

2.05

%

579,746

 

(110,148

)

689,894

 

Deutsche Bank

 

145,500

 

11/20/18

 

3-Month USD-LIBOR

 

2.05

%

1,391,965

 

(257,286

)

1,649,251

 

Goldman Sachs

 

100,000

 

11/20/18

 

3-Month USD-LIBOR

 

2.05

%

444,197

 

115,481

 

328,716

 

Goldman Sachs

 

112,000

 

11/20/18

 

3-Month USD-LIBOR

 

2.05

%

497,500

 

(385,558

)

883,058

 

 

 

 

 

 

 

 

 

 

 

$4,711,961

 

$(1,284,062

)

$5,996,023

 

 



 

Centrally cleared swap agreements:

 

 

 

Notional

 

 

 

Rate Type

 

 

 

Unrealized

 

Broker (Exchange)

 

Amount
(000s)

 

Termination
Date

 

Payments
Made

 

Payments
Received

 

Value

 

Appreciation
(Depreciation)

 

Goldman Sachs (CME)

 

$4,000

 

6/19/43

 

2.75

%

3-Month USD-LIBOR

 

$625,325

 

$384,125

 

Goldman Sachs (CME)

 

33,000

 

12/18/43

 

3.50

%

3-Month USD-LIBOR

 

794,347

 

(1,873,273

)

 

 

 

 

 

 

 

 

 

 

$1,419,672

 

$(1,489,148

)

 

(n)

Forward foreign currency contracts outstanding at October 31, 2013:

 

 

 

Counterparty

 

U.S.$ Value on
Origination Date

 

U.S.$ Value
October 31, 2013

 

Unrealized
Appreciation
(Depreciation)

 

Purchased:

 

 

 

 

 

 

 

 

 

21,897,085 Brazilian Real settling 11/4/13

 

Barclays Bank

 

$9,941,471

 

$9,774,611

 

$(166,860

)

13,113,936 Brazilian Real settling 11/4/13

 

Credit Suisse First Boston

 

5,953,844

 

5,853,913

 

(99,931

)

8,277,027 Brazilian Real settling 11/4/13

 

Credit Suisse First Boston

 

3,582,140

 

3,694,772

 

112,632

 

21,060,425 Brazilian Real settling 12/3/13

 

Credit Suisse First Boston

 

9,641,948

 

9,335,474

 

(306,474

)

27,952,534 Brazilian Real settling 11/4/13

 

HSBC Bank

 

12,573,494

 

12,477,696

 

(95,798

)

619,282 Brazilian Real settling 11/4/13

 

HSBC Bank

 

272,463

 

276,440

 

3,977

 

2,802,650 Brazilian Real settling 11/4/13

 

Morgan Stanley

 

1,251,016

 

1,251,072

 

56

 

59,792,115 Brazilian Real settling 11/4/13

 

Morgan Stanley

 

26,867,734

 

26,690,526

 

(177,208

)

3,131,962 Brazilian Real settling 1/3/14

 

Morgan Stanley

 

1,358,357

 

1,379,471

 

21,114

 

4,174,000 British Pound settling 11/4/13

 

BNP Paribas

 

6,696,122

 

6,692,588

 

(3,534

)

25,391,000 British Pound settling 11/4/13

 

Citigroup

 

41,044,551

 

40,711,909

 

(332,642

)

350,000 British Pound settling 12/3/13

 

Citigroup

 

561,266

 

561,068

 

(198

)

195,000 British Pound settling 11/4/13

 

JPMorgan Chase

 

312,032

 

312,663

 

631

 

171,000 Euro settling 11/4/13

 

Goldman Sachs

 

235,980

 

232,175

 

(3,805

)

402,000 Euro settling 11/4/13

 

HSBC Bank

 

545,803

 

545,815

 

12

 

5,599,000 Euro settling 11/4/13

 

JPMorgan Chase

 

7,585,474

 

7,602,038

 

16,564

 

Sold:

 

 

 

 

 

 

 

 

 

21,897,085 Brazilian Real settling 11/4/13

 

Barclays Bank

 

9,333,000

 

9,774,611

 

(441,611

)

21,390,964 Brazilian Real settling 11/4/13

 

Credit Suisse First Boston

 

9,856,265

 

9,548,685

 

307,580

 

11,771,269 Brazilian Real settling 1/3/14

 

Deutsche Bank

 

5,199,094

 

5,184,647

 

14,447

 

27,687,700 Brazilian Real settling 11/4/13

 

HSBC Bank

 

11,801,200

 

12,359,477

 

(558,277

)

884,115 Brazilian Real settling 11/4/13

 

HSBC Bank

 

405,000

 

394,659

 

10,341

 

24,639,005 Brazilian Real settling 11/4/13

 

Morgan Stanley

 

10,653,441

 

10,998,574

 

(345,133

)

37,955,761 Brazilian Real settling 11/4/13

 

Morgan Stanley

 

17,232,253

 

16,943,023

 

289,230

 

13,065,777 Brazilian Real settling 1/3/14

 

Morgan Stanley

 

5,781,318

 

5,754,812

 

26,506

 

420,000 British Pound settling 11/4/13

 

Citigroup

 

679,842

 

673,428

 

6,414

 

25,391,000 British Pound settling 12/3/13

 

Citigroup

 

41,035,004

 

40,703,073

 

331,931

 

29,340,000 British Pound settling 11/4/13

 

Deutsche Bank

 

46,820,919

 

47,043,733

 

(222,814

)

6,172,000 Euro settling 11/4/13

 

Goldman Sachs

 

8,352,685

 

8,380,029

 

(27,344

)

171,000 Euro settling 12/3/13

 

Goldman Sachs

 

235,995

 

232,190

 

3,805

 

450,232 Mexican Peso settling 12/17/13

 

JPMorgan Chase

 

33,959

 

34,392

 

(433

)

 

 

 

 

 

 

 

 

$(1,636,822

)

 

(o)

At October 31, 2013, the Fund held $3,825,000 in cash as collateral and U.S. Treasury Obligations valued at $519,832 and pledged cash collateral of $2,703,000 for derivative contracts. Cash collateral held may be invested in accordance with the Fund’s investment strategy. Securities held as collateral will not be pledged and are not reflected in the Schedule of Investments.

 

 

(p)

The weighted average daily balance of reverse repurchase agreements during the three months ended October 31, 2013 was $10,652,000, at a weighted average interest rate of 0.36%. There were no open reverse repurchase agreements at October 31, 2013.

 



 

Fair Value Measurements

 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. the “exit price”) in an orderly transaction between market participants. The three levels of the fair value hierarchy are described below:

 

·                  Level 1 – quoted prices in active markets for identical investments that the Fund has the ability to access

·                  Level 2 – valuations based on other significant observable inputs, which may include, but are not limited to, quoted prices for similar assets or liabilities, interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates or other market corroborated inputs

·                  Level 3 – valuations based on significant unobservable inputs (including the Sub-Adviser’s or Valuation Committee’s own assumptions and securities whose price was determined by using a single broker’s quote)

 

The valuation techniques used by the Fund to measure fair value during the three months ended October 31, 2013 were intended to maximize the use of observable inputs and to minimize the use of unobservable inputs.

 

The Fund’s policy is to recognize transfers between levels at the end of the reporting period. An investment asset’s or liability’s level within the fair value hierarchy is based on the lowest level input, individually or in aggregate, that is significant to the fair value measurement. The objective of fair value measurement remains the same even when there is a significant decrease in the volume and level of activity for an asset or liability and regardless of the valuation techniques used. Investments categorized as Level 1 or 2 as of period end may have been transferred between Levels 1 and 2 since the prior period due to changes in the valuation method utilized in valuing the investments.

 

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following are certain inputs and techniques that the Fund generally uses to evaluate how to classify each major category of assets and liabilities for Level 2 and Level 3, in accordance with Generally Accepted Accounting Principles.

 

Equity Securities (Common and Preferred Stock) — Equity securities traded in inactive markets are valued using inputs which include broker-dealer quotes, recently executed transactions adjusted for changes in the benchmark index, or evaluated price quotes received from independent pricing services that take into account the integrity of the market sector and issuer, the individual characteristics of the security, and information received from broker-dealers and other market sources pertaining to the issuer or security. To the extent that these inputs are observable, the values of equity securities are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.

 

U.S. Treasury Obligations — U.S. Treasury obligations are valued by independent pricing services based on pricing models that evaluate the mean between the most recently quoted bid and ask price. The models also take into consideration data received from active market makers and broker-dealers, yield curves, and the spread over comparable U.S. Treasury issues. The spreads change daily in response to market conditions and are generally obtained from the new issue market and broker-dealer sources. To the extent that these inputs are observable, the values of U.S. Treasury obligations are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.

 

Government Sponsored Enterprise and Mortgage-Backed Securities — Government sponsored enterprise and mortgage-backed securities are valued by independent pricing services using pricing models based on inputs that include issuer type, coupon, cash flows, mortgage prepayment projection tables and Adjustable Rate Mortgage evaluations that incorporate index data, periodic and life caps and the next coupon reset date. To the extent that these inputs are observable, the values of government sponsored enterprise and mortgage-backed securities are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.

 

Municipal Bonds — Municipal bonds are valued by independent pricing services based on pricing models that take into account, among other factors, information received from market makers and broker-dealers, current trades, bid-want lists, offerings, market movements, the callability of the bond, state of issuance, benchmark yield curves, and bond insurance. To the extent that these inputs are observable, the values of municipal bonds are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.

 

Corporate Bonds & Notes — Corporate bonds & notes are generally comprised of two main categories: investment grade bonds and high yield bonds. Investment grade bonds are valued by independent pricing services using various inputs and

 



 

techniques, which include broker-dealer quotations, live trading levels, recently executed transactions in securities of the issuer or comparable issuers, and option adjusted spread models that include base curve and spread curve inputs. Adjustments to individual bonds can be applied to recognize trading differences compared to other bonds issued by the same issuer. High yield bonds are valued by independent pricing services based primarily on broker-dealer quotations from relevant market makers and recently executed transactions in securities of the issuer or comparable issuers. The broker-dealer quotations received are supported by credit analysis of the issuer that takes into consideration credit quality assessments, daily trading activity, and the activity of the underlying equities, listed bonds and sector-specific trends. To the extent that these inputs are observable, the values of corporate bonds & notes are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.

 

Asset-Backed Securities and Collateralized Mortgage Obligations — Asset-backed securities and collateralized mortgage obligations are valued by independent pricing services using pricing models based on a security’s average life volatility. The models also take into account tranche characteristics such as coupon, average life, collateral types, ratings, the issuer and tranche type, underlying collateral and performance of the collateral, and discount margin for certain floating rate issues. To the extent that these inputs are observable, the values of asset-backed securities and collateralized mortgage obligations are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.

 

Forward Foreign Currency Contracts — Forward foreign currency contracts are valued by independent pricing services using various inputs and techniques, which include broker-dealer quotations, actual trading information and foreign currency exchange rates gathered from leading market makers and foreign currency exchange trading centers throughout the world. To the extent that these inputs are observable, the values of forward foreign currency contracts are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.

 

Interest Rate Swaps — Over-the-counter interest rate swaps are valued by independent pricing services using pricing models that are based on real-time intraday snapshots of relevant interest rate curves that are built using the most actively traded securities for a given maturity. The pricing models also incorporate cash and money market rates. In addition, market data pertaining to interest rate swaps is monitored regularly to ensure that interest rates are properly depicting the current market rate. Centrally cleared interest rate swaps are valued at the price determined by the relevant exchange. To the extent that these inputs are observable, the values of interest rate swaps are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.

 

A summary of the inputs used at October 31, 2013 in valuing the Fund’s assets and liabilities is listed below (refer to the Schedule of Investments and Notes to Schedule of Investments for more detailed information on Investments in Securities and Other Financial Instruments):

 

 

 

Level 1 -
Quoted Prices

 

Level 2 -
Other Significant
Observable
Inputs

 

Level 3 -
Significant
Unobservable
Inputs

 

Value at
10/31/13

 

Investments in Securities - Assets

 

 

 

 

 

 

 

 

 

Corporate Bonds & Notes:

 

 

 

 

 

 

 

 

 

Airlines

 

$—

 

$3,257,265

 

$6,372,871

 

$9,630,136

 

Diversified Financial Services

 

 

9,261,000

 

2,457,394

 

11,718,394

 

Electric Utilities

 

 

1,292,437

 

27,343

 

1,319,780

 

All Other

 

 

68,123,326

 

 

68,123,326

 

Municipal Bonds

 

 

87,784,743

 

 

87,784,743

 

Mortgage-Backed Securities

 

 

85,887,162

 

83,690

 

85,970,852

 

Asset-Backed Securities

 

 

22,024,717

 

 

22,024,717

 

Preferred Stock:

 

 

 

 

 

 

 

 

 

Banking

 

5,562,706

 

 

 

5,562,706

 

Diversified Financial Services

 

 

7,318,125

 

 

7,318,125

 

U.S. Government Agency Securities

 

 

2,543,417

 

 

2,543,417

 

Short-Term Investments

 

 

69,157,948

 

 

69,157,948

 

 

 

5,562,706

 

356,650,140

 

8,941,298

 

371,154,144

 

Other Financial Instruments* - Assets

 

 

 

 

 

 

 

 

 

Foreign Exchange Contracts

 

 

1,145,240

 

 

1,145,240

 

Interest Rate Contracts

 

 

6,380,148

 

 

6,380,148

 

 

 

 

7,525,388

 

 

7,525,388

 

Other Financial Instruments* - Liabilities

 

 

 

 

 

 

 

 

 

Foreign Exchange Contracts

 

 

(2,782,062

)

 

(2,782,062

)

Interest Rate Contracts

 

 

(1,873,273

)

 

(1,873,273

)

 

 

 

(4,655,335

)

 

(4,655,335

)

Totals

 

$5,562,706

 

$359,520,193

 

$8,941,298

 

$374,024,197

 

 



 

At October 31, 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 three months ended October 31, 2013, was as follows:

 

 

 

Beginning
Balance
7/31/13

 

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
10/31/13

 

Investments in Securities - Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate Bonds & Notes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Airlines

 

$9,807,590

 

$1,386,941

 

$—

 

$(6,406

)

$—

 

$(1,557,989

)

$—

 

$(3,257,265

)

$6,372,871

 

Diversified Financial Services

 

 

2,449,547

 

(3,333

)

105

 

40

 

11,035

 

 

 

2,457,394

 

Electric Utilities

 

27,382

 

 

 

 

 

(39

)

 

 

27,343

 

Mortgage-Backed Securities

 

7,858,372

 

 

(186,172

)

(14,896

)

(12,344

)

41,389

 

 

(7,602,659

)

83,690

 

U.S. Government Agency Securities

 

3,728,708

 

31,076

 

(3,849,405

)

 

57,771

 

31,850

 

 

 

 

Totals

 

$21,422,052

 

$3,867,564

 

$(4,038,910

)

$(21,197

)

$45,467

 

$(1,473,754

)

$—

 

$(10,859,924

)

$8,941,298

 

 

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 October 31, 2013:

 

 

 

Ending
Balance
at 10/31/13

 

Valuation
Technique Used

 

Unobservable
Inputs

 

Input Values

 

Investments in Securities - Assets

 

 

 

 

 

 

 

 

 

Corporate Bonds & Notes

 

$8,830,265

 

Third-Party Pricing Vendor

 

Single Broker Quote

 

$99.26-$113.00

 

 

 

27,343

 

Benchmark Pricing

 

Security Price Reset

 

$2.49

 

Mortgage-Backed Securities

 

$83,690

 

Third-Party Pricing Vendor

 

Single Broker Quote

 

$24.00

 

 


Relates to paydown shortfall.

 

* Other financial instruments are derivatives, such as swap agreements and forward foreign currency contracts, which are valued at the unrealized appreciation (depreciation) of the instrument.

 

** Transferred out of Level 3 into Level 2 because an evaluated price with observable inputs from a third-party pricing vendor became available.

 

The net change in unrealized appreciation/depreciation of Level 3 investments held at October 31, 2013 was $(1,043,249).

 

Glossary:

 

£ - British Pound

CME - Chicago Mercantile Exchange

CMO - Collateralized Mortgage Obligation

€ - Euro

FRN - Floating Rate Note

GO - General Obligation Bond

IO - Interest Only

LIBOR - London Inter-Bank Offered Rate

OTC - Over-the-Counter

 


 


 

Item 2. Controls and Procedures

 

(a) The registrant’s President & Chief Executive Officer and Treasurer, Principal Financial & Accounting Officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act (17 CFR 270.30a-3(c))) 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 in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17CFR 270.30a-3(d))) that occurred during the registrant’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting

 

Item 3. Exhibits

 

(a) Exhibit 99.302 Cert. — Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 


 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Registrant: PIMCO Income Strategy Fund

 

 

 

By

/s/ Brian S. Shlissel

 

Brian S. Shlissel,

 

President & Chief Executive Officer

 

 

 

 

Date:

December 23, 2013

 

 

 

 

By

/s/ Lawrence G. Altadonna

 

Lawrence G. Altadonna,
Treasurer, Principal Financial & Accounting Officer

 

 

 

Date:

December 23, 2013

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By

/s/ Brian S. Shlissel

 

Brian S. Shlissel,

 

President & Chief Executive Officer

 

 

 

 

Date:

December 23, 2013

 

 

 

 

By

/s/ Lawrence G. Altadonna

 

Lawrence G. Altadonna,
Treasurer, Principal Financial & Accounting Officer

 

 

 

 

Date:

December 23, 2013