SEC Info - Dodge & Cox Funds - ‘N-CSR/A’ for 12/31/14

For Fund literature, transactions, and account

information, please visit the Funds’ website.

or write or call:

DODGE & COX FUNDS

c/o Boston Financial Data Services

P.O. Box 8422

(800) 621-3979

INVESTMENT MANAGER

Dodge & Cox

555 California Street, 40th Floor

(415) 981-1710

This report is submitted for the general information of the shareholders of the Fund. The report is not authorized for distribution to prospective investors in the Fund unless it is accompanied by a current prospectus.

This report reflects our views, opinions, and portfolio holdings as of December 31, 2014, the end of the reporting period. Any such views are subject to change at any time based upon market or other conditions and Dodge & Cox disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Dodge & Cox Fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Dodge & Cox Fund.

12/14 SF AR LOGO Printed on recycled paper

The Dodge & Cox Stock Fund had a total return of 10.4% for the year ending December 31, 2014, compared to a return of 13.7% for the S&P 500 Index. At year end, the Fund had net assets of $60.3 billion with a cash position of 1.2%.

MARKET COMMENTARY

U.S. equity markets were strong during 2014: the S&P 500 closed on December 31 near its record high. Utilities and Health Care were the best performing sectors in the S&P 500, while Energy was the weakest, and the only sector to post a negative return. Global oil prices dropped approximately 50%, due to lower-than-expected demand growth and modestly higher-than-expected supply growth. The U.S. dollar strengthened against most major currencies, allowing American companies and consumers to pay lower prices for imported foreign goods. However, in aggregate, the stronger currency dampens profitability of U.S. multinational corporations and makes U.S. exports less competitive.

After declining in the first quarter, U.S. economic activity rebounded and continued to expand at a moderate pace through December. U.S. labor market conditions improved: job gains were solid and the unemployment rate declined. While the recovery in the housing sector remained modest, household wealth and spending rose, and consumer sentiment reached a seven-year high. Corporate profitability was robust, and businesses increased investment in fixed assets. The U.S. Federal Reserve announced the end of its historic asset-purchase program, but retained an accommodative stance and signaled its intention to take a slow approach toward raising interest rates in 2015. Despite concerns about global economic growth, our long-term outlook for equities continues to be positive.

INVESTMENT STRATEGY

Our disciplined investment process combines in-depth, bottom-up research and rigorous debate of ideas among our experienced investment professionals; the Fund benefits from the collective judgment of our team. We evaluate potential investments based on a three- to five-year investment horizon and have a strict price discipline.

While individual company research is the primary factor in determining the Fund’s portfolio composition, we can identify themes that cut across many industries. Innovation is a pervasive theme in the Fund and is factored into our analysis. We highlight examples of our current investment theses within the Information Technology and Energy sectors below.^(a)

Information Technology

In the Information Technology sector, investors can have limited visibility of future earnings because growth is often driven by innovation and disruption; companies are required to make significant investments in research & development (R&D) with uncertain outcomes. In addition, companies face intense competition, have short product cycles, and must combat product obsolescence. As a result, we typically look for companies with reasonable valuations that incorporate modest expectations, industry leadership (e.g., brand, distribution, market share), sustained R&D efforts, a strong intellectual property portfolio, and financial stability. We believe that these characteristics can help offset the inherent uncertainty of changes in technology.

On December 31, 2014, 23.7% of the Fund was invested in the Information Technology sector compared to 19.7% of the S&P 500.^(b) Information Technology is not a homogeneous sector: the Fund holds 16 technology companies with differing business models and diversified revenue streams and geographic exposures. We evaluate each investment opportunity on a standalone basis and weigh a company’s valuation against its risks and opportunities to ascertain whether it is an attractive investment opportunity. Technology holdings ranged from Hewlett-Packard at 0.7 times sales to Google at 5.5 times sales.

Hewlett-Packard

Hewlett-Packard, a long-term holding in the Fund, is an example of how our patience, persistence, and ability to build conviction in the face of uncertainty have benefited recent performance (up 101% in 2013 and up 46% in 2014, and the largest contributor to Fund results in both years). We believe that Hewlett-Packard remains an

attractive investment opportunity with strong business prospects given its large valuation discount to the overall market. As the world’s largest enterprise technology company, Hewlett-Packard has a strong, well-recognized brand and serves more than one billion end users in more than 170 countries. The company generates high, recurring free cash flow. Over our three- to five-year investment horizon, Hewlett-Packard is positioned to benefit from growth opportunities in the cloud, security, and converged network infrastructure markets. Furthermore, we believe that the competent management of the company’s operating businesses is underappreciated by the market. Current risks to the business include the possibility of expensive acquisitions, macroeconomic weakness, and competitive threats in PCs, services, and enterprise server/storage/networking. While these risks are significant, we believe that the valuation reflects an overly pessimistic outlook.

In October, the company announced plans to separate the business into two companies—Hewlett-Packard Enterprise and HP Inc.—and expects to complete the transaction by October 2015. Hewlett-Packard Enterprise will consist of technology infrastructure, software, and services, with a focus on growth opportunities from cloud, big data, security, and mobility. HP Inc. will consist of the personal computing and printing businesses, which generate strong cash flow; the new company intends to invest in innovative technologies, such as 3-D printing. We believe that the proposed separation could build long-term shareholder value. The announcement comes four years into Hewlett-Packard’s five-year turnaround strategy. Management believes that the separation will provide greater focus, flexibility, and management alignment for each new company. Additionally, we believe the proposed capital structures and capital allocation strategy would be better tailored for each company’s respective growth profile. On December 31, Hewlett-Packard was a 4.1% position in the Fund.

Google

As the most popular internet destination in the world, Google has extremely high search engine market share in both developed and emerging markets: ~70% desktop share and over 90% mobile share globally. The company is well-positioned to benefit from continued growth in its

core search business as internet penetration increases (currently at approximately 40% globally), users spend more time online, e-commerce expands, and more advertising revenue is earned online. Google also has meaningful non-search assets in display advertising (e.g., YouTube, DoubleClick), mobile (e.g., Android), and social (e.g., Google+). The company is led by a long-term, product-focused management team with significant economic ownership and a demonstrated focus on shareholders and financial returns. However, Google faces increasing competition, greater regulatory scrutiny around the world, and declining margins due to rising R&D expenses. Despite these issues, we believe that its valuation at 17 times forward estimated earnings^(c) is reasonable considering its strong long-term growth prospects and cash generation potential. Recently, we added to the Fund’s position; Google was a 2.3% holding at year end.

Energy

In the Energy sector, technological innovation has improved exploration success and oil recovery, increased efficiency of energy conservation, and reduced the environmental impact of energy extraction. We have identified attractive energy investment opportunities, especially within the Energy Equipment & Services (Oil Services) industry. The Fund is overweight Oil Services compared to the S&P 500 (5.2% versus 1.4%, respectively).

To evaluate each potential energy investment, we consider scenarios using a range of oil and gas prices. Our approach tends to be contrarian: we are often more skeptical as other investors become more optimistic, and our interest increases when other investors become more pessimistic. Given the recent collapse in oil prices and lower stock prices, we have reassessed and retested our investment theses and increased positions selectively in the Energy sector with technology leaders, such as Schlumberger. We continue to assess the impact of lower commodity prices on the entire portfolio.

Schlumberger

Schlumberger, the world’s leading oil services company, is the most technologically focused company among the integrated oilfield service companies, with double the

R&D budget of its closest peer. We believe that its consistent spending on technology (e.g., enhanced recovery techniques, seismic interpretation, directional drilling) has provided the company with a competitive advantage that is sustainable over time. The company’s innovation efforts have enabled the industry to extract oil and gas from deepwater and shale resources that were previously cost-prohibitive or physically challenging to reach.

Schlumberger is the dominant international provider in key markets, including the Middle East and Russia. The majority of its revenues come from outside the United States, and its international business has higher margins than its U.S. operations. We believe that Schlumberger is well positioned to continue to benefit from the long-term relationships it has with international oil companies and producing nations. If the price of oil remains low, the company will face a challenging environment. Relative to competitors, its strong franchises, and solid balance sheet and cash flow should allow the company to endure an extended downturn. Weighing this risk with Schlumberger’s valuation and opportunities, we believe that the company (a 2.5% position in the Fund) remains an attractive investment opportunity.

IN CLOSING

The U.S. equity market remains reasonably valued: the S&P 500 traded at 15.2 times forward estimated earnings at year end, which was in line with its 10-year historical average of 15.4 times. We are optimistic about the long-term prospects for sales and earnings growth and believe that cash returned to shareholders can continue to increase. Balance sheets and cash flows continue to be strong for companies within our investment universe. In our opinion, the Fund’s portfolio is well positioned to benefit from long-term global growth opportunities. Acknowledging that markets can be volatile in the short term, we encourage shareholders to remain focused on the long term.

ANNUAL PERFORMANCE REVIEW

The Fund underperformed the S&P 500 by 3.3 percentage points in 2014.

Key Detractors from Relative Results

The Fund’s holdings in the Health Care sector (up 9% compared to up 25% for the S&P 500 sector) hurt results. GlaxoSmithKline (down 16%) and Sanofi (down 13%) lagged.

Returns from holdings in the Financials sector (up 13% compared to up 15% for the S&P 500 sector) hindered performance. Key detractors included AEGON (down 18%) and the Fund’s lack of holdings in the Real Estate Investment Trusts industry, which outpaced the overall market (up 31%).

The Fund’s underweight position in the Utilities sector (no holdings compared to 3% for the S&P 500 sector) detracted from results as it was the best performing sector of the market (up 29%).

Returns from holdings in the Industrials sector (up 4% compared to up 10% for the S&P 500 sector) hurt performance. Philips (down 19%), ADT Corp. (down 8%), and General Electric (down 7%) were weak.

Selected additional detractors included Sprint (down 61%), Coach (down 31%), Apache (down 26%), and Weatherford International (down 26%).

Key Contributors to Relative Results

The Fund’s holdings in the Consumer Discretionary sector (up 16% compared to up 10% for the S&P 500 sector) helped returns. CarMax (up 42%), Target (up 31% since date of purchase), and Time Warner (up 30%) were strong.

Returns from holdings in the Materials sector (up 14% compared to up 6% for the S&P 500 sector) aided performance. Dow Chemical (up 22% to date of sale) and the Fund’s lack of holdings in the Metals & Mining industry, a weaker area of the market (down 14%), were relative positives.

The Fund’s average underweight position in the Energy sector (9% compared to 10% for the S&P 500 sector) slightly contributed to results since the sector lagged the overall market.

Selected additional contributors included Forest Laboratories (up 52% to date of sale), Hewlett-Packard (up 46%), Microsoft (up 28%), and Wells Fargo (up 24%).

KEY CHARACTERISTICS OF DODGE & COX

Independent Organization

Dodge & Cox is one of the largest privately owned investment managers in the world. We remain committed to independence, with a goal of providing the highest quality investment management service to our existing clients.

Over 80 Years of Investment Experience

Dodge & Cox was founded in 1930. We have a stable and well-qualified team of investment professionals, most of whom have spent their entire careers at Dodge & Cox.

Experienced Investment Team

The Investment Policy Committee, which is the decision-making body for the Stock Fund, is a nine-member committee with an average tenure at Dodge & Cox of 26 years.

One Business with a Single Research Office

Dodge & Cox manages equity (domestic, international, and global), fixed income (domestic and global), and balanced investments, operating from one office in San Francisco.

Consistent Investment Approach

Our team decision-making process involves thorough, bottom-up fundamental analysis of each investment.

Long-Term Focus and Low Expenses

We invest with a three- to five-year investment horizon, which has historically resulted in low turnover relative to our peers. We manage Funds that maintain low expense ratios.

Risks: The Fund is subject to stock market risk, meaning stocks in the Fund may decline in value for extended periods due to the financial prospects of individual companies, or due to general market and economic conditions. Please read the prospectus and summary prospectus for specific details regarding the Fund’s risk profile.

LOGO

AVERAGE ANNUAL TOTAL RETURN

FOR PERIODS ENDED DECEMBER 31, 2014


	1 Year			5 Years			10 Years			20 Years
Dodge & Cox Stock Fund		10.43	%		15.56	%		7.13	%		11.90	%
S&P 500		13.69			15.46			7.68			9.85

As a Fund shareholder, you incur ongoing Fund costs, including management fees and other Fund expenses. All mutual funds have ongoing costs, sometimes referred to as operating expenses. The following example shows ongoing costs of investing in the Fund and can help you understand these costs and compare them with those of other mutual funds. The example assumes a $1,000 investment held for the six months indicated.

The first line of the table below provides information about actual account values and expenses based on the Fund’s actual returns. You may use the information in this line, together with your account balance, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Information on the second line of the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical “Ending Account Value” is based on the actual expense ratio of the Fund and an assumed 5% annual rate of return before expenses (not the Fund’s actual return). The amount under the heading “Expense Paid During the Period” shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other mutual funds.

The expenses shown in the table highlight ongoing costs only and do not reflect any transactional fees or account maintenance fees. Though other mutual funds may charge such fees, please note that the Fund does not charge transaction fees (e.g., redemption fees, sales loads) or universal account maintenance fees (e.g., small account fees).


GENERAL INFORMATION
Net Asset Value Per Share			$180.94
Total Net Assets (billions)			$60.3
Expense Ratio			0.52%
Portfolio Turnover Rate			17%
30-Day SEC Yield^(a)			1.25%
Fund Inception			1965
No sales charges or distribution fees

Investment Manager: Dodge & Cox, San Francisco. Managed by the Investment Policy Committee, whose nine members’ average tenure at Dodge & Cox is 26 years.


PORTFOLIO CHARACTERISTICS	Fund		S&P 500
Number of Equity Securities		66		502
Median Market Capitalization (billions)		$41		$19
Weighted Average Market Capitalization (billions)		$115		$134
Price-to-Earnings Ratio^(b)		14.9x		15.2x
Foreign Securities not in the S&P 500^(c)		10.5%		0.0%


TEN LARGEST HOLDINGS (%)^(d)	Fund
Hewlett-Packard Co.		4.1
Wells Fargo & Co.		4.0
Capital One Financial Corp.		3.9
Microsoft Corp.		3.8
Novartis AG (Switzerland)		3.2
Time Warner, Inc.		3.2
Time Warner Cable, Inc.		2.9
Charles Schwab Corp.		2.8
Bank of America Corp.		2.8
Bank of New York Mellon Corp.		2.7


COMMON STOCKS: 98.8%

	SHARES		VALUE
CONSUMER DISCRETIONARY: 15.2%
CONSUMER DURABLES & APPAREL: 0.8%
Coach, Inc.		10,316,700	$	387,495,252
NVR, Inc.^(a)		70,900		90,420,897

				477,916,149
MEDIA: 11.8%
Comcast Corp., Class A		27,569,897		1,599,329,725
DISH Network Corp., Class A^(a)		6,819,649		497,084,216
News Corp., Class A^(a)		6,326,406		99,261,310
Time Warner Cable, Inc.		11,589,110		1,762,240,067
Time Warner, Inc.		22,619,432		1,932,151,881
Time, Inc.		4,754,341		117,004,332
Twenty-First Century Fox, Inc.		28,214,826		1,083,590,392

				7,090,661,923
RETAILING: 2.6%
CarMax, Inc.^(a)		4,824,050		321,185,249
Liberty Interactive Corp., Series A^(a)		13,101,375		385,442,453
Liberty Ventures, Series A^(a)		1,933,707		72,939,428
Target Corp.		10,670,686		810,011,774

				1,589,578,904

				9,158,156,976
CONSUMER STAPLES: 2.7%
FOOD & STAPLES RETAILING: 2.7%
Wal-Mart Stores, Inc.		18,655,350		1,602,121,458

ENERGY: 8.6%
Apache Corp.		18,390,028		1,152,503,055
Baker Hughes, Inc.		14,018,450		786,014,492
Chevron Corp.		7,792,280		874,137,970
National Oilwell Varco, Inc.		8,582,900		562,437,437
Schlumberger, Ltd.^(b) (Curacao/United States)		17,665,245		1,508,788,575
Weatherford International PLC^(a),(b) (Ireland)		24,773,700		283,658,865

				5,167,540,394
FINANCIALS: 23.9%
BANKS: 10.1%
Bank of America Corp.		93,511,800		1,672,926,102
BB&T Corp.		17,105,244		665,222,939
JPMorgan Chase & Co.		15,006,400		939,100,512
SunTrust Banks, Inc.		10,250,133		429,480,573
Wells Fargo & Co.		43,860,341		2,404,423,893

				6,111,154,019
DIVERSIFIED FINANCIALS: 11.8%
Bank of New York Mellon Corp.		40,373,124		1,637,937,641
Capital One Financial Corp.^(c)		28,169,211		2,325,368,368
Charles Schwab Corp.		56,605,900		1,708,932,121
Goldman Sachs Group, Inc.		7,463,400		1,446,630,822

				7,118,868,952



	SHARES		VALUE
INSURANCE: 2.0%
AEGON NV^(b) (Netherlands)		66,753,197	$	500,648,978
MetLife, Inc.		12,901,700		697,852,953

				1,198,501,931

				14,428,524,902
HEALTH CARE: 16.9%
HEALTH CARE EQUIPMENT & SERVICES: 5.0%
Cigna Corp.		6,144,784		632,359,722
Express Scripts Holding Co.^(a)		11,388,600		964,272,762
Medtronic, Inc.		5,370,000		387,714,000
UnitedHealth Group, Inc.		9,915,600		1,002,368,004

				2,986,714,488
PHARMACEUTICALS, BIOTECHNOLOGY & LIFE SCIENCES: 11.9%
GlaxoSmithKline PLC ADR^(b) (United Kingdom)		11,381,400		486,441,036
Merck & Co., Inc.		20,357,600		1,156,108,104
Novartis AG ADR^(b) (Switzerland)		21,110,700		1,956,117,462
Pfizer, Inc.		28,771,064		896,218,643
Roche Holding AG ADR^(b) (Switzerland)		42,969,500		1,460,533,305
Sanofi ADR^(b) (France)		27,088,029		1,235,485,003

				7,190,903,553

				10,177,618,041
INDUSTRIALS: 6.5%
CAPITAL GOODS: 2.4%
Danaher Corp.		6,675,009		572,115,022
General Electric Co.		23,414,475		591,683,783
Koninklijke Philips NV^(b) (Netherlands)		7,383,475		214,120,775
NOW, Inc.^(a)		2,090,700		53,793,711

				1,431,713,291
COMMERCIAL & PROFESSIONAL SERVICES: 1.6%
ADT Corp.^(c)		11,819,337		428,214,580
Tyco International PLC^(b) (Ireland)		12,660,975		555,310,363

				983,524,943
TRANSPORTATION: 2.5%
FedEx Corp.		8,824,299		1,532,427,764

				3,947,665,998


COMMON STOCKS (continued)

	SHARES		VALUE
INFORMATION TECHNOLOGY: 23.7%
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT: 0.9%
Maxim Integrated Products, Inc.^(c)		16,326,840	$	520,336,391

SOFTWARE & SERVICES: 11.7%
AOL, Inc.^(a),(c)		7,100,754		327,841,812
Cadence Design Systems, Inc.^(a)		10,099,300		191,583,721
eBay, Inc.^(a)		16,424,109		921,720,997
Google, Inc., Class A^(a)		795,200		421,980,832
Google, Inc., Class C^(a)		1,877,200		988,158,080
Microsoft Corp.		49,217,900		2,286,171,455
Symantec Corp.^(c)		51,921,000		1,332,033,255
Synopsys, Inc.^(a),(c)		13,627,969		592,407,813

				7,061,897,965
TECHNOLOGY, HARDWARE & EQUIPMENT: 11.1%
Cisco Systems, Inc.		18,518,211		515,084,039
Corning, Inc.		34,269,300		785,795,049
EMC Corp.		24,850,400		739,050,896
Hewlett-Packard Co.		62,145,595		2,493,902,727
Juniper Networks, Inc.		8,968,479		200,176,451
NetApp, Inc.^(c)		19,794,000		820,461,300
Nokia Corp. ADR^(b) (Finland)		18,753,500		147,402,510
TE Connectivity, Ltd.^(b) (Switzerland)		15,376,575		972,568,369

				6,674,441,341

				14,256,675,697
MATERIALS: 0.9%
Celanese Corp., Series A^(c)		9,220,971		552,889,421

TELECOMMUNICATION SERVICES: 0.4%
Sprint Corp.^(a)		64,778,296		268,829,928

TOTAL COMMON STOCKS (Cost $40,318,283,795)			$	59,560,022,815


SHORT-TERM INVESTMENTS: 1.2%

	PAR VALUE			VALUE
MONEY MARKET FUND: 0.1%
SSgA U.S. Treasury Money Market Fund	$	60,874,430		$	60,874,430

REPURCHASE AGREEMENT: 1.1%
Fixed Income Clearing Corporation^(d) 0.01%, dated 12/31/14, due 1/2/15, maturity value $656,866,365		656,866,000			656,866,000

TOTAL SHORT-TERM INVESTMENTS (Cost $717,740,430)				$	717,740,430

TOTAL INVESTMENTS (Cost $41,036,024,225)		100.0	%	$	60,277,763,245
OTHER ASSETS LESS LIABILITIES		0.0	%		(17,642,220	)

NET ASSETS		100.0	%	$	60,260,121,025

^(a)	Non-income producing

^(b)	Security denominated in U.S. dollars

^(c)	See Note 9 regarding holdings of 5% voting securities

^(d)	Repurchase agreement is collateralized by U.S. Treasury Note 1.00%-2.375%, 5/31/18-7/31/18. Total collateral value is $670,008,188.

In determining a company’s country designation, the Fund generally references the country of incorporation. In cases where the Fund considers the country of incorporation to be a “jurisdiction of convenience” chosen primarily for tax purposes, the Fund uses the country designation of an appropriate broad-based market index. In that circumstance, two countries are listed - the country of incorporation and the country designated by an appropriate index, respectively.

ADR: American Depositary Receipt


STATEMENT OF ASSETS AND LIABILITIES

	December 31, 2014
ASSETS:
Investments, at value
Unaffiliated issuers (cost $36,203,044,072)	$	53,378,210,305
Affiliated issuers (cost $4,832,980,153)		6,899,552,940

		60,277,763,245

Receivable for Fund shares sold		77,337,450
Dividends and interest receivable		53,846,884
Prepaid expenses and other assets		289,850

		60,409,237,429

LIABILITIES:
Payable for investments purchased		13,943,690
Payable for Fund shares redeemed		106,826,720
Management fees payable		25,560,977
Accrued expenses		2,785,017

		149,116,404

NET ASSETS	$	60,260,121,025

NET ASSETS CONSIST OF:
Paid in capital	$	40,545,844,119
Undistributed net investment income		19,383,384
Undistributed net realized gain		453,154,502
Net unrealized appreciation		19,241,739,020

	$	60,260,121,025

Fund shares outstanding (par value $0.01 each, unlimited shares authorized)		333,044,877
Net asset value per share	$	180.94

STATEMENT OF OPERATIONS
	Year Ended December 31, 2014
INVESTMENT INCOME:
Dividends (net of foreign taxes of $30,137,316)
Unaffiliated issuers	$	1,107,988,550
Affiliated issuers		109,081,196
Interest		6,381

		1,217,076,127

EXPENSES:
Management fees		284,657,421
Custody and fund accounting fees		1,092,587
Transfer agent fees		4,465,255
Professional services		287,794
Shareholder reports		1,147,414
Proxy expenses		1,979,172
Registration fees		434,294
Trustees’ fees		258,072
Miscellaneous		2,919,729

		297,241,738

NET INVESTMENT INCOME		919,834,389

REALIZED AND UNREALIZED GAIN:
Net realized gain
Unaffiliated issuers		2,255,513,744
Affiliated issuers		77,846,110
Net change in unrealized appreciation/depreciation		2,407,499,870

Net realized and unrealized gain		4,740,859,724

NET INCREASE IN NET ASSETS FROM OPERATIONS	$	5,660,694,113


STATEMENT OF CHANGES IN NET ASSETS

	Year Ended December 31, 2014			Year Ended December 31, 2013
OPERATIONS:
Net investment income	$	919,834,389		$	691,471,816
Net realized gain		2,333,359,854			2,942,196,702
Net change in unrealized appreciation/depreciation		2,407,499,870			12,466,351,142

		5,660,694,113			16,100,019,660


DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income		(908,453,128	)		(688,649,453	)
Net realized gain		(840,004,493	)		—

Total distributions		(1,748,457,621	)		(688,649,453	)


FUND SHARE TRANSACTIONS:
Proceeds from sale of shares		9,175,796,977			7,505,695,700
Reinvestment of distributions		1,609,896,035			638,450,488
Cost of shares redeemed		(9,285,324,011	)		(8,549,348,435	)

Net increase/(decrease) from Fund share transactions		1,500,369,001			(405,202,247	)

Total increase in net assets		5,412,605,493			15,006,167,960

NET ASSETS:
Beginning of year		54,847,515,532			39,841,347,572

End of year (including undistributed net investment income of $19,383,384 and $8,002,123, respectively)	$	60,260,121,025		$	54,847,515,532


SHARE INFORMATION:
Shares sold		52,472,086			52,247,087
Distributions reinvested		9,034,682			4,391,872
Shares redeemed		(53,255,380	)		(58,685,059	)

Net increase/(decrease) in shares outstanding		8,251,388			(2,046,100	)

NOTE 1—ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Dodge & Cox Stock Fund (the “Fund”) is one of the series constituting the Dodge & Cox Funds (the “Trust” or the “Funds”). The Trust is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The Fund commenced operations on January 4, 1965, and seeks long-term growth of principal and income. Risk considerations and investment strategies of the Fund are discussed in the Fund’s Prospectus.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require the use of estimates and assumptions by management. Actual results may differ from those estimates. Significant accounting policies are as follows:

securities when market quotations or market-based valuations are not readily available or are deemed unreliable. The Pricing Committee considers relevant indications of value that are reasonably available to it in determining the fair value assigned to a particular security, such as the value of similar financial instruments, trading volumes, contractual restrictions on disposition, related corporate actions, and changes in economic conditions.

Valuing securities at fair value involves greater reliance on judgment than valuation of securities based on readily available market quotations. In some instances, lack of information and uncertainty as to the significance of information may lead to a conclusion that a prior valuation is the best indication of a security’s present value. When fair value pricing is employed, the prices of securities used by the Fund to calculate its net asset value may differ from quoted or published prices for the same securities.

Security transactions, investment income, expenses, and distributions Security transactions are recorded on the trade date. Realized gains and losses on securities sold are determined on the basis of identified cost.

Dividend income and corporate action transactions are recorded on the ex-dividend date, or when the Fund first learns of the dividend/corporate action if the ex-dividend date has passed. Withholding taxes on foreign dividends have been provided for in accordance with the Fund’s understanding of the applicable country’s tax rules and rates. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Dividends characterized as return of capital for U.S. tax purposes are recorded as a reduction of cost of investments and/or realized gain. Interest income is recorded on the accrual basis.

Expenses are recorded on the accrual basis. Most expenses of the Trust can be directly attributed to a specific series. Expenses which cannot be directly attributed are allocated among the Funds in the Trust based on relative net assets or other expense methodologies determined by the nature of the expense.

Distributions to shareholders are recorded on the ex-dividend date.

Repurchase agreements The Fund enters into repurchase agreements, secured by U.S. government or agency securities, which involve the purchase of securities from a counterparty with a simultaneous commitment to resell the securities at an agreed-upon date and price. It is the Fund’s policy that its custodian take possession of the underlying collateral securities, the fair value of which exceeds the principal amount of the repurchase transaction, including accrued interest, at all times. In the event of default by the counterparty, the Fund has the contractual right to liquidate the collateral securities and to apply the proceeds in satisfaction of the obligation.

Indemnification Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust. In addition, in the normal course of business the Trust enters into contracts that provide general indemnities to other parties. The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred.

NOTE 2—VALUATION MEASUREMENTS

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below.

Level 1: Quoted prices in active markets for identical securities

Level 2: Other significant observable inputs (including quoted prices for similar securities, market indices, interest rates, credit risk, etc.)

Level 3: Significant unobservable inputs (including Fund management’s assumptions in determining the fair value of 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 is a summary of the inputs used to value the Fund’s holdings at December 31, 2014:


Security Classification^(a)	LEVEL 1 (Quoted Prices)		LEVEL 2 (Other Significant Observable Inputs)
Common Stocks^(b)	$	59,560,022,815	$	—
Short-term Investments
Money Market Fund		60,874,430		—
Repurchase Agreement		—		656,866,000

Total	$	59,620,897,245	$	656,866,000

^(a)	There were no transfers between Level 1 and Level 2 during the year ended December 31, 2014. There were no Level 3 securities at December 31, 2014 and 2013, and there were no transfers to Level 3 during the year.

^(b)	All common stocks held in the Fund are Level 1 securities. For a detailed break-out of common stocks by major industry classification, please refer to the Portfolio of Investments.

NOTE 3—RELATED PARTY TRANSACTIONS

Management fees Under a written agreement approved by a unanimous vote of the Board of Trustees, the Fund pays an annual management fee of 0.50% of the Fund’s average daily net assets to Dodge & Cox, investment manager of the Fund. The agreement further provides that Dodge & Cox shall waive its fee to the extent that such fee plus all other ordinary operating expenses of the Fund exceed 0.75% of the average daily net assets for the year.

Fund officers and trustees All officers and two of the trustees of the Trust are officers or employees of Dodge & Cox. The Trust pays a fee only to those trustees who are not affiliated with Dodge & Cox.

NOTE 4—INCOME TAX INFORMATION AND DISTRIBUTIONS TO SHAREHOLDERS

A provision for federal income taxes is not required since the Fund intends to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and distribute all of its taxable income to shareholders. Distributions are determined in accordance with income tax regulations, and such amounts may differ from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences at year end to reflect tax character.

Book/tax differences are primarily due to differing treatments of wash sales, in-kind redemptions, and net short-term realized gain (loss). During the year, the Fund recognized net realized gains of $583,544,894 from the delivery of appreciated securities in two in-kind redemption transactions. For federal income tax purposes, this gain is not recognized as taxable income to the Fund and therefore will not be distributed to shareholders. At December 31, 2014, the cost of investments for federal income tax purposes was $41,038,354,404.

Distributions during the years noted below were characterized as follows for federal income tax purposes:


	Year Ended December 31, 2014	Year Ended December 31, 2013
Ordinary income	$908,453,128		$688,649,453
	($2.800 per share)		($2.105 per share)

Long-term capital gain	$840,004,493		—
	($2.560 per share)

At December 31, 2014, the tax basis components of distributable earnings were as follows:


Unrealized appreciation	$	20,324,503,253
Unrealized depreciation		(1,085,094,412	)

Net unrealized appreciation		19,239,408,841
Undistributed ordinary income		19,383,384
Undistributed long-term capital gain		455,484,681

During 2014, the Fund utilized all of its capital loss carryforward, which amounted to $440,626,227.

Under the Regulated Investment Company Modernization Act of 2010, capital losses incurred by the Fund after January 1, 2011, are not subject to expiration. In addition, such losses must be utilized prior to the losses incurred in the years preceding enactment.

Fund management has reviewed the tax positions for open periods (three years and four years, respectively, from filing the Fund’s Federal and State tax returns) as applicable to the Fund, and has determined that no provision for income tax is required in the Fund’s financial statements.

NOTE 5—LOAN FACILITIES

Pursuant to an exemptive order issued by the Securities and Exchange Commission (SEC), the Fund may participate in

an interfund lending facility (Facility). The Facility allows the Fund to borrow money from or loan money to the Funds. Loans under the Facility are made for temporary or emergency purposes, such as to fund shareholder redemption requests. Interest on borrowings is the average of the current repurchase agreement rate and the bank loan rate. There was no activity in the Facility during the year.

All Funds in the Trust participate in a $500 million committed credit facility (Line of Credit) with State Street Bank and Trust Company, to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The maximum amount available to the Fund is $250 million. Each Fund pays an annual commitment fee on its pro-rata portion of the Line of Credit. The Fund’s commitment fee for the year ended December 31, 2014, amounted to $158,594 and is reflected as a Miscellaneous Expense in the Statement of Operations. Interest on borrowings is charged at the prevailing rate. There were no borrowings on the Line of Credit during the year.

NOTE 6—PURCHASES AND SALES OF INVESTMENTS

For the year ended December 31, 2014, purchases and sales of securities, other than short-term securities, aggregated $11,606,261,860 and $10,725,926,031, respectively.

NOTE 7—ACCOUNTING PRONOUNCEMENTS

In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2014-11, Transfers and Servicing (Topic 860), Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures. The ASU changes the accounting for certain repurchase agreements and expands disclosure requirements related to repurchase agreements and similar transactions. Management is currently evaluating the impact, if any, of applying this ASU effective January 1, 2015.

NOTE 8—SUBSEQUENT EVENTS

Fund management has determined that no material events or transactions occurred subsequent to December 31, 2014, and through the date of the Fund’s financial statements issuance, which require additional disclosure in the Fund’s financial statements.

Each of the companies listed below was considered to be an affiliate of the Fund because the Fund owned 5% or more of the company’s voting securities during all or part of the year ended December 31, 2014. Purchase and sale transactions and dividend income earned during the period on these securities were as follows:

In our opinion, the accompanying statement of assets and liabilities, including the portfolio of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Dodge & Cox Stock Fund (the “Fund”, one of the series constituting Dodge & Cox Funds) at December 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as financial statements) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2014, by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

SPECIAL 2014 TAX INFORMATION (unaudited)

The following information is provided pursuant to provisions of the Internal Revenue Code:

The Fund designates up to a maximum amount of $1,246,603,033 of its distributions paid to shareholders in 2014 as qualified dividends (treated for federal income tax purposes in the hands of shareholders as taxable at a maximum rate of 20%).

For shareholders that are corporations, the Fund designates 83% of its ordinary dividends paid to shareholders in 2014 as dividends from domestic corporations eligible for the corporate dividends received deduction, provided that the shareholder otherwise satisfies applicable requirements to claim that deduction.

BOARD APPROVAL OF FUNDS’ INVESTMENT MANAGEMENT AGREEMENTS AND MANAGEMENT FEES

(unaudited)

The Board of Trustees is responsible for overseeing the performance of the Dodge & Cox Funds’ investment manager and determining whether to continue the Investment Management Agreements between the Funds and Dodge & Cox each year (the “Agreements”). At a meeting of the Board of Trustees of the Trust held on December 17, 2014, the Trustees, by a unanimous vote (including a separate vote of those Trustees who are not “interested persons” (as defined in the Investment Company Act of 1940) (the “Independent Trustees”)), approved the renewal of the Agreements for an additional one-year term through December 31, 2015 with respect to each Fund other than the Dodge & Cox Global Bond Fund. The Agreement for the Dodge & Cox Global Bond Fund was not subject to renewal at this time. During the course of the year, the Board received a wide variety of materials relating to the services provided by Dodge & Cox and the performance of each of the Funds.

INFORMATION RECEIVED

comparable funds managed by other advisers identified by Morningstar. The Morningstar materials included information regarding advisory fee rates, expense ratios, and transfer agency, custodial, and distribution expenses, as well as appropriate performance comparisons to each Fund’s peer group and an index or combination of indices. The Morningstar materials also included a comparison of expenses of various share classes offered by comparable funds.

The materials reviewed by the Board contained information concerning, among other things, Dodge & Cox’s profitability, financial results and condition, advisory fee revenue, and separate account and sub-adviser fund fee schedules. The Board additionally considered the Funds’ brokerage commissions, turnover rates, sales and redemption data and the significant investment that Dodge & Cox makes in research used in managing the Funds. The Board received and reviewed a memorandum summarizing information provided throughout the year regarding Dodge & Cox’s services to the Funds as well as information regarding (i) the different fees, services, costs, and risks associated with other accounts managed by Dodge & Cox as compared to the Dodge & Cox Funds; (ii) the differences in performance between the Funds and separately managed accounts; and (iii) Fund shares subscription and redemption activity. Throughout the process of reviewing the services provided by Dodge & Cox and preparing for the meeting, the Independent Trustees found Dodge & Cox to be open, forthright, detailed, and very helpful in answering questions about all issues.

The Board received copies of the Agreements and a memorandum from the independent legal counsel to the Independent Trustees discussing the factors generally regarded as appropriate to consider in evaluating advisory arrangements. The Trust’s Contract Review Committee, consisting solely of Independent Trustees, met with the independent legal counsel on November 3, 2014, and again on December 17, 2014, to discuss whether to renew the Agreements. The Board, including the Independent Trustees, subsequently concluded that the existing Agreements are fair and reasonable and voted to approve the Agreements.

In considering the Agreements, the Board, including the Independent Trustees, did not identify any single

factor or particular information as all-important or controlling. In reaching the decision to approve the Agreements, the Board considered several factors, discussed below, to be key factors and reached the conclusions described below.

NATURE, QUALITY, AND EXTENT OF THE SERVICES

The Board considered that Dodge & Cox provides a wide range of services to the Funds in addition to portfolio management and that the quality of these services has been excellent in all respects. The extensive nature of services provided by Dodge & Cox has been documented in materials provided to the Board and in presentations made to the Board throughout the year. In particular, the Board considered the nature, quality, and extent of portfolio management, administrative, and shareholder services performed by Dodge & Cox. With regard to portfolio management services, the Board considered Dodge & Cox’s established long-term history of care and conscientiousness in the management of the Funds; its demonstrated consistency in investment approach and depth; the background and experience of the Dodge & Cox Investment Policy Committee, International Investment Policy Committee, Global Stock Investment Policy Committee, Fixed Income Investment Policy Committee, and Global Bond Investment Policy Committee, and research analysts responsible for managing the Funds; its methods for assessing the regulatory and investment climate in various jurisdictions; Dodge & Cox’s overall high level of attention to its core investment management function; and its commitment to the Funds and their shareholders.

In the area of administrative and shareholder services, the Board considered the excellent quality of Dodge & Cox’s work in areas such as compliance, legal services, trading, proxy voting, technology, oversight of the Funds’ transfer agent and custodian, tax compliance, and shareholder communication through its website and other means. The Board also noted Dodge & Cox’s diligent disclosure policy, its favorable compliance record, and its reputation as a trusted, shareholder-friendly mutual fund family.

In addition, the Board considered that Dodge & Cox manages approximately $180 billion in Fund assets with

fewer professionals than most comparable funds, and that on average these professionals have more experience and longer tenure than investment professionals at comparable funds. The Board also noted that Dodge & Cox is an investment research-oriented firm with no other business endeavors to distract management’s attention from its research efforts, and that its investment professionals adhere to a consistent investment approach across the Funds. The Board further considered the favorable stewardship and “Gold” analyst ratings awarded to each of the Funds by Morningstar. The Board concluded that it was satisfied with the nature, extent, and quality of investment management and other services provided to the Funds by Dodge & Cox.

INVESTMENT PERFORMANCE

The Board considered short-term and long-term investment performance for each Fund (including periods of outperformance or underperformance) as compared to both relevant indices and the performance of such Fund’s peer group. The Board noted that each Fund demonstrated favorable longer-term performance relative to its benchmark and peer group. The Board determined after extensive review and inquiry that Dodge & Cox’s historic, long-term, team-oriented, bottom up investment approach remains consistent and that Dodge & Cox continues to be distinguished by its integrity, transparency, and independence.

The Board considered that the performance of the Funds is the result of a team-oriented investment management process that emphasizes a long-term investment horizon, comprehensive independent research, price discipline, and focus. The Board also considered that the investment performance delivered by Dodge & Cox to the Funds appeared to be consistent with the relevant performance delivered for other clients of Dodge & Cox. The Board concluded that Dodge & Cox has delivered favorable long-term performance for Fund investors consistent with the long-term investment strategies being pursued by the Funds.

COSTS AND ANCILLARY BENEFITS

Costs of Services to Funds: Fees and Expenses. The Board considered each Fund’s management fee rate and expense ratio relative to similar mutual funds and relative

to management fees charged by Dodge & Cox to other clients. In particular, the Board considered that the Funds continue to be substantially below their peer group median in expense ratios and management fee rates and that many media and industry reports specifically comment on the low expense ratios of the Funds, which have been a defining characteristic of the Funds for many years. The Board also evaluated the operating structures of the Funds and Dodge & Cox, noting that the Funds do not charge front-end sales commissions or distribution fees, and Dodge & Cox bears, among other things, the significant cost of third party research, reimbursement for recordkeeping and administrative costs to third-party retirement plan administrators, and administrative and office overhead. The Board noted that expenses are well below industry averages. The Board also considered that the Funds receive numerous administrative, regulatory compliance, legal, technology and shareholder support services from Dodge & Cox without any additional administrative fee and the fact that the Funds have relatively low transaction costs and portfolio turnover rates. The Board reviewed Morningstar data showing that the few peer group funds with lower expense ratios often have other share classes with significantly higher expense ratios.

The Board reviewed information regarding the fee rates Dodge & Cox charges to separate accounts and subadvised funds that have investment programs similar to those of the Funds, including instances where separate account and sub-advised fund fees are lower than Fund fees. The Board considered differences in the nature and scope of services Dodge & Cox provides to the Funds as compared to other client accounts, differences in regulatory, litigation, and other risks as between Dodge & Cox Funds and other types of clients, and certain characteristics of the market for institutional separate account management services. The Board further noted that, with respect to non-U.S. funds sponsored and managed by Dodge & Cox that are comparable to the Funds in many respects, the fee rates charged by Dodge & Cox are the same as or higher than the fee rates charged to the Funds. After consideration of these matters, the Board concluded that the overall costs incurred by the Funds for the services they receive (including the management fee paid to Dodge & Cox) are reasonable

and that the fees are acceptable based upon the qualifications, experience, reputation, and performance of Dodge & Cox and the low overall expense ratios of the Funds.

Profitability and Costs of Services to Dodge & Cox; “Fall-out” Benefits. The Board reviewed reports of Dodge & Cox’s financial position, profitability, and estimated overall value, and considered Dodge & Cox’s overall profitability within its context as a private, employee-owned S-Corporation and relative to the favorable services provided. The Board noted in particular that Dodge & Cox’s profits are not generated by high fee rates, but reflect an extraordinarily streamlined, efficient, and focused business approach toward investment management. The Board recognized the importance of Dodge & Cox’s profitability—which is derived solely from management fees and does not include other business ventures—to maintain its independence, stability, company culture and ethics, and management continuity. The Board also considered that the compensation/profit structure at Dodge & Cox includes a return on shareholder employees’ investment in the firm, which is vital for remaining independent and facilitating retention of management and investment professionals.

The Board considered that Dodge & Cox recently recommended closing the International Stock Fund to new investors to pro-actively manage the growth of the Fund. The Stock Fund and Balanced Fund were similarly closed to new investors during periods of significant growth in the past. While these actions are intended to benefit existing shareholders, the effect is to reduce potential revenues to Dodge & Cox from new shareholders.

The Board also considered potential “fall-out” benefits (including the receipt of research from unaffiliated brokers and reputational benefits to non-U.S. funds sponsored and managed by Dodge & Cox) that Dodge & Cox might receive as a result of its association with the Funds and determined that they are not significant. The Board also noted the extent of additional administrative services performed by Dodge & Cox for the Funds, and that the magnitude of costs and risks borne by Dodge & Cox in rendering advisory services to the Funds (including risks in the regulatory compliance, securities valuation, and investment management processes) are

continuing to increase. The Board concluded that the profitability of Dodge & Cox’s relationship with the Funds (including fall-out benefits) was fair and reasonable.

THE BENEFIT OF ECONOMIES OF SCALE

The Board considered whether there have been economies of scale with respect to the management of each Fund, whether the Funds have appropriately benefited from any economies of scale, and whether the management fee rate is reasonable in relation to the Fund assets and any economies of scale that may exist. In the Board’s view, any consideration of economies of scale must take account of the Funds’ low fee structure and the considerable efficiencies of the Funds’ organization and fee structure that has been realized by shareholders from the time of each Fund’s inception (i.e., from the first dollar). An assessment of economies of scale must also take into account that Dodge & Cox has capped expenses when offering new funds. In addition, the Board noted that Dodge & Cox has shared economies of scale by adding or enhancing services to the Funds over time, and that the internal costs of providing investment management, up-to-date technology, administrative, legal, and compliance services to the Funds are continuing to increase. For example, Dodge & Cox has increased its global research staff and investment resources over the years to address the increased complexity of investing in multinational and non-U.S. companies. In addition, Dodge & Cox has made substantial expenditures in other staff, technology, and infrastructure to enable it to integrate credit and equity analyses and to be able to implement its strategy in a more effective and secure manner. The Board determined that the Funds provide access for small investors to high quality investment management at a relatively low cost. The Board’s decision to renew the Agreements was made after consideration of economies of scale and review of peer group fund expense ratios and historical expense ratio patterns for the Funds. The Board concluded that the current Dodge & Cox fee structure is fair and reasonable and adequately shares economies of scale that may exist.

CONCLUSION

structure was fair and reasonable, that each Fund was paying a competitive fee for the services provided, that the scope and quality of Dodge & Cox’s services has provided substantial value for Fund shareholders over the long term, and that approval of the Agreements was in the best interests of each Fund and its shareholders.

FUND HOLDINGS

The Fund provides a complete list of its holdings four times each fiscal year, as of the end of each quarter. The Fund files the lists with the Securities and Exchange Commission (SEC) on Form N-CSR (second and fourth quarters) and Form N-Q (first and third quarters). Shareholders may view the Fund’s Forms N-CSR and N-Q on the SEC’s website at www.sec.gov. Forms N-CSR and N-Q may also be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operations of the Public Reference Room may be obtained by calling 202-551-8090 (direct) or 800-732-0330 (general SEC number). A list of the Fund’s quarter-end holdings is also available at www.dodgeandcox.com on or about 15 days following each quarter end and remains available on the website until the list is updated in the subsequent quarter.

PROXY VOTING

For a free copy of the Fund’s proxy voting policies and procedures, please call 800-621-3979, visit the Fund’s website at www.dodgeandcox.com, or visit the SEC’s website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ending June 30 is also available at www.dodgeandcox.com or at www.sec.gov.

HOUSEHOLD MAILINGS

The Fund routinely mails shareholder reports and summary prospectuses to shareholders and, on occasion, proxy statements. In order to reduce the volume of mail, when possible, only one copy of these documents will be sent to shareholders who are part of the same family and share the same residential address.

If you have a direct account with the Funds and you do not want the mailing of shareholder reports and summary prospectuses combined with other members in your household, contact the Funds at 800-621-3979. Your request will be implemented within 30 days.

Additional information about the Trust’s Trustees and Officers is available in the Trust’s Statement of Additional Information (SAI). You can get a free copy of the SAI by visiting the Funds’ website at www.dodgeandcox.com or calling
800-621-3979.

Global Stock Fund

For Fund literature, transactions, and account information, please visit the Funds’ website.

or write or call:

DODGE & COX FUNDS

c/o Boston Financial Data Services

P.O. Box 8422

(800) 621-3979

INVESTMENT MANAGER

Dodge & Cox

555 California Street, 40th Floor

(415) 981-1710

12/14 GSF AR LOGO Printed on recycled paper

The Dodge & Cox Global Stock Fund had a total return of 6.9%, compared to a return of 4.9% for the MSCI World Index for the year ending December 31, 2014. At year end, the Fund had net assets of $5.9 billion with a cash position of 3.1%.

MARKET COMMENTARY

During 2014, global equity markets continued to increase. U.S. dollar appreciation detracted from returns: the MSCI World was up 10% in local currency and up 5% in U.S. dollars; the MSCI Emerging Markets Index was up 5% in local currency and down 2% in U.S. dollars.

Economic activity expanded at a moderate pace in some major markets (e.g., United States, United Kingdom). In the United States (S&P 500 up 14%), the economy rebounded and continued to expand through December. U.S. labor market conditions improved: job gains were solid and the unemployment rate declined. While the recovery in the housing sector remained modest, household wealth and spending rose, and consumer sentiment reached a seven-year high. Corporate profitability was robust, and businesses increased investment in fixed assets. The U.S. Federal Reserve (Fed) announced the end of its historic asset-purchase program, but retained an accommodative stance and signaled its intention to take a slow approach toward raising interest rates in 2015.

Internationally, the Eurozone showed significant weakness, as stagnation and deflation concerns rose and manufacturing data disappointed. Economic activity contracted in Japan on the heels of a sales tax hike and declines in business investment. Slowing growth in China weighed on commodity prices.

Global oil prices plummeted approximately 50% amid lower-than-expected demand growth and modestly higher-than-expected supply growth. OPEC did not cut production as many had expected. While consumers and oil importers benefited from lower oil prices, many oil-exporting countries suffered. Despite some mixed news about global economic growth, our long-term outlook for equities continues to be positive.

INVESTMENT STRATEGY

Our disciplined investment process combines in-depth, bottom-up research and rigorous debate of ideas among our experienced investment professionals. The Fund benefits from the collective judgment of our team. We evaluate potential investments based on a three- to five-year investment horizon and have a strict price discipline. Individual company research is the primary factor in determining the Fund’s portfolio composition.

The best investment opportunities often arise during periods of great uncertainty. Macroeconomic conditions are many times not embedded appropriately in company valuations, and we find opportunities when other investors are exceptionally pessimistic. For example, in 2013 the Fed decided to begin tapering its quantitative easing program, and certain countries reliant on external funding (e.g., India, Brazil, Turkey) proved vulnerable, and experienced significant currency and/or market declines. Valuations decreased to the point where we saw investment opportunities arise in certain developing world companies. As a result, we added to select holdings in emerging markets and started new positions that have since outperformed and contributed to the Fund’s strong relative performance in 2014.

During 2014, we identified numerous investment opportunities within the Financials sector where valuations reflected meaningful pessimism about the macroeconomic backdrop, significant changes in commodity prices, and the banking industry’s ability to earn a return with greater regulatory oversight. Standard Chartered and Siam Commercial Bank (a new holding) are two such examples.^(a) The Fund’s sector and industry positioning results from individual security selection: 23.6% of the Fund was invested in Financials compared to 20.9% of the MSCI World on December 31.^(b)

Standard Chartered

Domiciled in the United Kingdom, Standard Chartered has extensive geographic reach. The company provides consumer and wholesale banking products to customers throughout the emerging markets (especially in Asia, Africa, and the Middle East); approximately a third of the

company’s deposits are located in Greater China. Falling commodity prices, concerns about asset quality, regulatory fines, and increasing capital requirements in the United Kingdom weighed on the company’s share price, and its valuation fell to 0.8 times book value in October, a historically low level.

Standard Chartered has been held in the Fund since 2008. Over the years, we have spent considerable time researching and analyzing the company in various market environments. Standard Chartered’s broad network across the developing world would be very difficult to replicate today. The company’s global payments and trade business is a particular strength: local roots from its longstanding presence allow for local currency funding, and cooperation across the network provides integrated wholesale banking services to clients. The bank is exposed to economic growth and increasing trade flows in emerging markets.

We acknowledge the current risks and believe that Standard Chartered’s inexpensive valuation, coupled with its long-term growth opportunities, makes it an attractive investment. We substantially increased the Fund’s exposure to Standard Chartered during 2014. On December 31, Standard Chartered was a 1.7% position in the Fund.

Siam Commercial Bank

Siam Commercial Bank, the largest retail bank in Thailand, is a new addition to the Fund. During late 2013 and early 2014, Thailand lacked a functioning government, and the country’s stock market suffered. Siam Commercial’s stock was no exception, as its valuation declined to eight times forward earnings. During prior periods of political uncertainty, the Thai economy continued to grow, and Siam Commercial delivered an attractive return on shareholder’s equity and increased its book value per share.

As a part of our due diligence process for owning Kasikornbank in Thailand, we had closely followed Siam Commercial to understand the competitive landscape. After conducting additional in-depth research, we concluded that these political concerns provided us with a long-term investment opportunity at a low valuation. Siam Commercial’s leading positions in retail banking and fee-related financial services provide it with a durable

franchise. We believe that the company’s high return on equity—generated by a combination of stable net interest margins, high fee income, ample provisions, efficient operations, and moderate leverage—is sustainable over our investment horizon. Furthermore, we believe that Siam Commercial is well prepared to absorb economic volatility, given its high profitability, capital levels, and loan loss reserves. After weighing these opportunities against the political risk, we initiated a position; Siam Commercial was a 0.4% holding in the Fund at year end.

IN CLOSING

We continue to see long-term opportunity for global equities as we look for attractively valued investments in both developed and emerging markets. Global equity valuations remain reasonable: the MSCI World traded at 15.5 times forward estimated earnings (compared to a 20-year average of 16.1 times) with a 2.4% dividend yield at year end. Corporate balance sheets and cash flows continue to be strong. The Fund is invested in companies that we believe have favorable long-term prospects over our three- to five-year investment horizon. Acknowledging that both share prices and currencies can be volatile in the short term, we encourage shareholders to remain focused on the long term.

Thank you for your continued confidence in our firm. As always, we welcome your comments and questions.

For the Board of Trustees,

Chairman

Dana M. Emery,

President

^(a)

The use of specific examples does not imply that they are more attractive investments than the Fund’s other holdings.

^(b)

Unless otherwise specified, all weightings and characteristics are as of December 31, 2014.

ANNUAL PERFORMANCE REVIEW

The Fund outperformed the MSCI World by 2.0 percentage points in 2014.

Key Contributors to Relative Results

The Fund’s holdings in the Consumer Discretionary sector (up 14% compared to up 4% for the MSCI World sector) helped results. Time Warner (up 30%), Target (up 30% since date of purchase), and Naspers (up 26%) performed well.

Relative returns in the Financials sector (up 8% compared to up 3% for the MSCI World sector) had a positive impact, due largely to the Fund’s holdings in emerging markets. ICICI Bank (up 60%) and Kasikornbank (up 47%) were particularly strong.

The Fund’s higher average weighting in the Information Technology sector (20% compared to 13% for the MSCI World sector), the second-strongest sector of the market (up 16%), aided performance. Hewlett-Packard (up 46%), Corning (up 31%), Baidu (up 28%), and Microsoft (up 27%) contributed to results.

Selected additional contributors included UnitedHealth Group (up 36%), Nidec (up 29% to date of sale), and China Mobile (up 24% since date of purchase).

Key Detractors from Relative Results

Relative returns in the Health Care sector (up 6% compared to up 18% for the MSCI World sector) had a negative impact. Sanofi (down 12%) was a notable detractor.

The Fund’s underweight position in the Utilities sector (no holdings versus 3% for the MSCI World sector), a stronger sector of the market (up 15%), detracted from results.

Selected additional detractors included Saipem (down 51%), Petrobras (down 46%), Coach (down 31%), Standard Chartered (down 30%), Millicom International Cellular (down 24%), AEGON (down 17%), and Credit Suisse (down 15%).

KEY CHARACTERISTICS OF DODGE & COX

Independent Organization

Over 80 Years of Investment Experience

Dodge & Cox was founded in 1930. We have a stable and well-qualified team of investment professionals, most of whom have spent their entire careers at Dodge & Cox.

Experienced Investment Team

The Global Stock Investment Policy Committee, which is the decision-making body for the Global Stock Fund, is a seven-member committee with an average tenure at Dodge & Cox of 18 years.

One Business with a Single Research Office

Dodge & Cox manages equity (domestic, international, and global), fixed income (domestic and global), and balanced investments, operating from one office in San Francisco.

Consistent Investment Approach

Our team decision-making process involves thorough, bottom-up fundamental analysis of each investment.

Long-Term Focus and Low Expenses

We invest with a three- to five-year investment horizon, which has historically resulted in low turnover relative to our peers. We manage Funds that maintain low expense ratios.

Risks: The Fund is subject to stock market risk, meaning stocks in the Fund may decline in value for extended periods due to the financial prospects of individual companies, or due to general market and economic conditions. Investing in non-U.S. securities may entail risk due to foreign economic and political developments; this risk may be increased when investing in emerging markets. The Fund is also subject to currency risk. Please read the prospectus and summary prospectus for specific details regarding the Fund’s risk profile.

LOGO

AVERAGE ANNUAL TOTAL RETURN

FOR PERIODS ENDED DECEMBER 31, 2014


	1 Year			3 Years			5 Years			Since Inception (5/1/08)
Dodge & Cox Global Stock Fund		6.95	%		19.93	%		11.65	%		5.09	%
MSCI World Index		4.94			15.48			10.20			4.12

Returns represent past performance and do not guarantee future results. Investment return and share price will fluctuate with market conditions, and investors may have a gain or loss when shares are sold. Fund performance changes over time and currently may be significantly lower than stated. Performance is updated and published monthly. Visit the Fund’s website at www.dodgeandcox.com or call 800-621-3979 for current performance figures.

The Fund’s total returns include the reinvestment of dividend and capital gain distributions, but have not been adjusted for any income taxes payable by shareholders on these distributions or on Fund share redemptions. Index returns include dividends but, unlike Fund returns, do not reflect fees or expenses. The MSCI World Index is a broad-based, unmanaged equity market index aggregated from 23 developed market country indices, including the United States. MSCI makes no express or implied warranties or representations and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices or any securities or financial products. This report is not approved, reviewed, or produced by MSCI.

MSCI World is a service mark of MSCI Barra.


GENERAL INFORMATION
Net Asset Value Per Share			$11.83
Total Net Assets (billions)			$5.9
Expense Ratio			0.65%
Portfolio Turnover Rate			17%
30-Day SEC Yield^(a)			1.22%
Fund Inception			2008
No sales charges or distribution fees

Investment Manager: Dodge & Cox, San Francisco. Managed by the Global Stock Investment Policy Committee, whose seven members’ average tenure at Dodge & Cox is 18 years.


PORTFOLIO CHARACTERISTICS	Fund		MSCI World
Number of Equity Securities		91		1,636
Median Market Capitalization (billions)		$34		$11
Weighted Average Market Capitalization (billions)		$88		$93
Price-to-Earnings Ratio^(b)		14.0x		15.5x
Countries Represented		20		23
Emerging Markets (Brazil, China, India, Mexico, South Africa, South Korea, Thailand, Turkey)		16.6%		0.0%


TEN LARGEST HOLDINGS (%)^(c)	Fund
Hewlett-Packard Co. (United States)		2.7
Samsung Electronics Co., Ltd. (South Korea)		2.7
Novartis AG (Switzerland)		2.5
Roche Holding AG (Switzerland)		2.4
Google, Inc. (United States)		2.3
Microsoft Corp. (United States)		2.3
Time Warner Cable, Inc. (United States)		2.2
Wal-Mart Stores, Inc. (United States)		2.1
Naspers, Ltd. (South Africa)		2.1
Time Warner, Inc. (United States)		2.0


ASSET ALLOCATION

LOGO


REGION DIVERSIFICATION (%)^(d)	Fund		MSCI World
United States		44.4		58.4
Europe (excluding United Kingdom)		24.6		16.9
Pacific (excluding Japan)		9.8		4.6
United Kingdom		6.6		7.9
Japan		5.0		8.0
Latin America		3.6		0.0
Africa/Middle East		2.9		0.2
Canada		0.0		4.0


SECTOR DIVERSIFICATION (%)	Fund		MSCI World
Financials		23.6		20.9
Information Technology		18.8		13.4
Consumer Discretionary		17.9		12.4
Health Care		13.7		12.7
Energy		6.5		8.0
Industrials		4.9		10.9
Telecommunication Services		3.9		3.3
Consumer Staples		3.9		9.9
Materials		3.7		5.1
Utilities		0.0		3.4


COMMON STOCKS: 94.4%

	SHARES		VALUE
CONSUMER DISCRETIONARY: 17.9%
AUTOMOBILES & COMPONENTS: 4.4%
Bayerische Motoren Werke AG (Germany)		436,500	$	47,405,571
Honda Motor Co., Ltd. (Japan)		2,312,000		67,232,260
Mahindra & Mahindra, Ltd. (India)		2,398,426		46,714,636
Nissan Motor Co., Ltd. (Japan)		8,489,600		73,946,479
Yamaha Motor Co., Ltd. (Japan)		1,233,000		24,797,348

				260,096,294
CONSUMER DURABLES & APPAREL: 0.9%
Coach, Inc. (United States)		1,000,800		37,590,048
Panasonic Corp. (Japan)		1,513,640		17,783,261

				55,373,309
CONSUMER SERVICES: 0.2%
New Oriental Education & Technology Group, Inc. ADR^(a) (Cayman Islands/China)		675,800		13,793,078

MEDIA: 11.2%
Comcast Corp., Class A (United States)		1,320,800		76,619,608
DISH Network Corp., Class A^(a) (United States)		854,200		62,262,638
Grupo Televisa SAB ADR (Mexico)		1,442,700		49,138,362
Liberty Global PLC, Series C^(a) (United Kingdom)		1,373,100		66,334,461
Naspers, Ltd. (South Africa)		931,700		119,954,544
Television Broadcasts, Ltd. (Hong Kong)		2,778,100		16,125,969
Time Warner Cable, Inc. (United States)		865,171		131,557,903
Time Warner, Inc. (United States)		1,401,666		119,730,310
Time, Inc. (United States)		658,446		16,204,356

				657,928,151
RETAILING: 1.2%
Target Corp. (United States)		901,900		68,463,229

				1,055,654,061
CONSUMER STAPLES: 3.9%
FOOD & STAPLES RETAILING: 2.1%
Wal-Mart Stores, Inc. (United States)		1,447,500		124,311,300

FOOD, BEVERAGE & TOBACCO: 1.8%
Anadolu Efes Biracilik ve Malt Sanayii AS^(a) (Turkey)		4,098,485		39,834,328
Unilever PLC (United Kingdom)		1,596,700		64,859,172

				104,693,500

				229,004,800



	SHARES		VALUE
ENERGY: 5.9%
Apache Corp. (United States)		855,332	$	53,603,656
Baker Hughes, Inc. (United States)		1,349,287		75,654,522
National Oilwell Varco, Inc. (United States)		774,500		50,752,985
Saipem SPA^(a) (Italy)		3,653,143		38,366,436
Schlumberger, Ltd. (Curacao/United States)		1,006,500		85,965,165
Weatherford International PLC^(a) (Ireland)		3,885,575		44,489,834

				348,832,598
FINANCIALS: 22.8%
BANKS: 9.2%
Bank of America Corp. (United States)		4,658,100		83,333,409
Barclays PLC (United Kingdom)		16,171,700		60,797,557
ICICI Bank, Ltd. (India)		15,651,315		86,721,387
Kasikornbank PCL- Foreign (Thailand)		8,448,100		58,701,391
Siam Commercial Bank PCL- Foreign (Thailand)		4,537,100		25,067,001
Standard Chartered PLC (United Kingdom)		6,684,483		100,247,221
Wells Fargo & Co. (United States)		1,722,973		94,453,380
Yapi ve Kredi Bankasi AS (Turkey)		16,421,817		34,113,478

				543,434,824
DIVERSIFIED FINANCIALS: 8.0%
Bank of New York Mellon Corp. (United States)		2,149,700		87,213,329
Capital One Financial Corp. (United States)		1,178,200		97,260,410
Charles Schwab Corp. (United States)		3,403,300		102,745,627
Credit Suisse Group AG (Switzerland)		3,433,604		86,076,415
Goldman Sachs Group, Inc. (United States)		309,200		59,932,236
Haci Omer Sabanci Holding AS (Turkey)		8,386,388		36,433,260

				469,661,277
INSURANCE: 3.5%
AEGON NV (Netherlands)		11,353,815		85,187,712
Aviva PLC (United Kingdom)		6,750,800		50,584,888
Dai-ichi Life Insurance Co., Ltd. (Japan)		1,957,000		29,696,906
Swiss Re AG (Switzerland)		508,000		42,506,039

				207,975,545
REAL ESTATE: 2.1%
BR Malls Participacoes SA (Brazil)		7,750,800		47,393,780
Hang Lung Group, Ltd. (Hong Kong)		11,321,000		51,196,122
Hang Lung Properties, Ltd. (Hong Kong)		9,228,400		25,718,520

				124,308,422

				1,345,380,068


COMMON STOCKS (continued)

	SHARES		VALUE
HEALTH CARE: 13.7%
HEALTH CARE EQUIPMENT & SERVICES: 4.4%
Cigna Corp. (United States)		610,000	$	62,775,100
Express Scripts Holding Co.^(a) (United States)		1,228,100		103,983,227
UnitedHealth Group, Inc. (United States)		941,600		95,186,344

				261,944,671
PHARMACEUTICALS, BIOTECHNOLOGY & LIFE SCIENCES: 9.3%
Bayer AG (Germany)		435,620		59,553,357
GlaxoSmithKline PLC (United Kingdom)		2,131,400		45,601,411
Merck & Co., Inc. (United States)		669,200		38,003,868
Novartis AG (Switzerland)		959,000		88,196,817
Novartis AG ADR (Switzerland)		609,700		56,494,802
Roche Holding AG (Switzerland)		527,400		142,946,740
Sanofi (France)		1,277,762		116,450,022

				547,247,017

				809,191,688
INDUSTRIALS: 4.9%
CAPITAL GOODS: 2.4%
Koninklijke Philips NV (Netherlands)		1,579,470		45,860,165
Mitsubishi Electric Corp. (Japan)		1,987,100		23,658,476
NOW, Inc.^(a) (United States)		165,300		4,253,169
Schneider Electric SA (France)		939,278		68,249,683

				142,021,493
COMMERCIAL & PROFESSIONAL SERVICES: 1.5%
ADT Corp. (United States)		913,000		33,077,990
Tyco International PLC (Ireland)		1,263,300		55,408,338

				88,486,328
TRANSPORTATION: 1.0%
FedEx Corp. (United States)		316,600		54,980,756

				285,488,577

INFORMATION TECHNOLOGY: 17.7%
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT: 1.6%
Samsung Electronics Co., Ltd. (South Korea)		78,217		94,020,905

SOFTWARE & SERVICES: 8.2%
AOL, Inc.^(a) (United States)		603,969		27,885,249
Baidu, Inc. ADR^(a) (Cayman Islands/China)		205,000		46,733,850
eBay, Inc.^(a) (United States)		998,900		56,058,268
Google, Inc., Class A^(a) (United States)		60,600		32,157,996
Google, Inc., Class C^(a) (United States)		193,400		101,805,760
Microsoft Corp. (United States)		2,859,800		132,837,710
Nintendo Co., Ltd. (Japan)		276,200		28,785,921
Symantec Corp. (United States)		1,565,600		40,165,468
Synopsys, Inc.^(a) (United States)		446,800		19,422,396

				485,852,618



	SHARES		VALUE
TECHNOLOGY, HARDWARE & EQUIPMENT: 7.9%
Corning, Inc. (United States)		2,879,800	$	66,033,814
EMC Corp. (United States)		1,844,400		54,852,456
Hewlett-Packard Co. (United States)		3,995,200		160,327,376
Kyocera Corp. (Japan)		602,700		27,624,031
NetApp, Inc. (United States)		1,286,400		53,321,280
TE Connectivity, Ltd. (Switzerland)		1,020,115		64,522,274
Telefonaktiebolaget LM Ericsson (Sweden)		3,153,747		38,194,833

				464,876,064

				1,044,749,587

MATERIALS: 3.7%
Akzo Nobel NV (Netherlands)		714,968		49,579,222
Celanese Corp., Series A (United States)		931,300		55,840,748
Lafarge SA (France)		730,171		51,246,574
Linde AG (Germany)		306,710		57,207,478

				213,874,022

TELECOMMUNICATION SERVICES: 3.9%
America Movil SAB de CV, Series L (Mexico)		29,340,500		32,693,913
China Mobile, Ltd. (Hong Kong/China)		3,823,100		45,011,613
Millicom International Cellular SA SDR (Luxembourg)		842,800		62,679,751
MTN Group, Ltd. (South Africa)		2,546,200		48,318,692
Telecom Italia SPA- RSP (Italy)		50,281,384		42,026,936

				230,730,905

TOTAL COMMON STOCKS (Cost $4,462,182,058)			$	5,562,906,306

PREFERRED STOCKS: 2.5%
ENERGY: 0.6%
Petroleo Brasileiro SA ADR (Brazil)		4,888,700		37,056,346

FINANCIALS: 0.8%
BANKS: 0.8%
Itau Unibanco Holding SA (Brazil)		3,476,330		45,200,675

INFORMATION TECHNOLOGY: 1.1%
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT: 1.1%
Samsung Electronics Co., Ltd. (South Korea)		70,814		66,260,477

TOTAL PREFERRED STOCKS (Cost $174,777,106)			$	148,517,498


SHORT-TERM INVESTMENTS: 2.9%

	PAR VALUE			VALUE
MONEY MARKET FUND: 0.1%
SSgA U.S. Treasury Money Market Fund	$	5,918,640		$	5,918,640

REPURCHASE AGREEMENT: 2.8%
Fixed Income Clearing Corporation^(b) 0.01%, dated 12/31/14, due 1/2/15, maturity value $166,990,093		166,990,000			166,990,000

TOTAL SHORT-TERM INVESTMENTS (Cost $172,908,640)				$	172,908,640

TOTAL INVESTMENTS (Cost $4,809,867,804)		99.8	%	$	5,884,332,444
OTHER ASSETS LESS LIABILITIES		0.2	%		10,998,080

NET ASSETS		100.0	%	$	5,895,330,524

^(a)	Non-income producing

^(b)	Repurchase agreement is collateralized by Freddie Mac 1.25%, 10/2/19 and U.S. Treasury Note 1.00%-1.50%, 9/30/19-10/31/19. Total collateral value is $170,333,650.

ADR: American Depositary Receipt

SDR: Swedish Depository Receipt

FORWARD CURRENCY CONTRACTS


			Contract Amount
Counterparty	Settlement Date		Receive U.S. Dollar		Deliver Foreign Currency		Unrealized Appreciation/ (Depreciation)
Contracts to sell EUR:
JPMorgan		2/11/15		21,805,263		17,500,000	$	621,372
UBS		2/11/15		24,264,045		19,500,000		659,138
Credit Suisse		2/18/15		33,946,878		27,250,000		958,695
Deutsche Bank		3/11/15		23,887,783		19,400,000		398,647
Barclays		3/18/15		23,641,225		19,000,000		635,072
HSBC		3/18/15		13,690,050		11,000,000		370,698

Counterparty	Settlement Date		Deliver U.S. Dollar		Receive Foreign Currency		Unrealized Appreciation/ (Depreciation)
Contracts to buy EUR:
UBS		2/11/15		23,868,000		19,500,000	$	(263,093	)

							$	3,380,529


CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES

	December 31, 2014
ASSETS:
Investments, at value (cost $4,809,867,804)	$	5,884,332,444
Cash		100
Cash denominated in foreign currency (cost $9,872)		9,696
Receivable for investments sold		6,729,515
Unrealized appreciation on forward currency contracts		3,643,622
Receivable for Fund shares sold		7,660,136
Dividends and interest receivable		7,858,933
Prepaid expenses and other assets		43,462

		5,910,277,908

LIABILITIES:
Payable for investments purchased		9,568,691
Unrealized depreciation on forward currency contracts		263,093
Payable for Fund shares redeemed		1,419,817
Management fees payable		2,963,380
Accrued expenses		732,403

		14,947,384

NET ASSETS	$	5,895,330,524

NET ASSETS CONSIST OF:
Paid in capital	$	4,787,622,375
Undistributed net investment income		(306,245	)
Undistributed net realized gain		30,374,447
Net unrealized appreciation		1,077,639,947

	$	5,895,330,524

Fund shares outstanding (par value $0.01 each, unlimited shares authorized)		498,170,933
Net asset value per share	$	11.83


CONSOLIDATED STATEMENT OF OPERATIONS
	Year Ended December 31, 2014
INVESTMENT INCOME:
Dividends (net of foreign taxes of $5,930,875)	$	106,666,081
Interest		1,047

		106,667,128

EXPENSES:
Management fees		30,927,124
Custody and fund accounting fees		657,994
Transfer agent fees		275,371
Professional services		342,907
Shareholder reports		173,319
Proxy expenses		120,895
Registration fees		486,070
Trustees’ fees		258,072
Miscellaneous		145,217

		33,386,969

NET INVESTMENT INCOME		73,280,159


REALIZED AND UNREALIZED GAIN (LOSS):
Net realized gain (loss)
Investments (net of foreign taxes of $214,037)		144,630,824
Forward currency contracts		17,141,320
Foreign currency transactions		(870,321	)
Net change in unrealized appreciation/depreciation
Investments		63,357,953
Forward currency contracts		4,668,026
Foreign currency translation		(288,458	)

Net realized and unrealized gain		228,639,344

NET INCREASE IN NET ASSETS FROM OPERATIONS	$	301,919,503


CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS

	Year Ended December 31, 2014			Year Ended December 31, 2013
OPERATIONS:
Net investment income	$	73,280,159		$	51,571,394
Net realized gain		160,901,823			107,605,183
Net change in unrealized appreciation/depreciation		67,737,521			776,996,647

		301,919,503			936,173,224


DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income		(72,474,215	)		(51,208,519	)
Net realized gain		(138,830,388	)		(100,724,648	)

Total distributions		(211,304,603	)		(151,933,167	)


FUND SHARE TRANSACTIONS:
Proceeds from sale of shares		2,482,518,668			867,041,207
Reinvestment of distributions		204,987,790			147,064,049
Cost of shares redeemed		(806,780,930	)		(569,072,368	)

Net increase from Fund share transactions		1,880,725,528			445,032,888

Total increase in net assets		1,971,340,428			1,229,272,945

NET ASSETS:
Beginning of year		3,923,990,096			2,694,717,151

End of year (including undistributed net investment income of $(306,245) and $(27,832), respectively)	$	5,895,330,524		$	3,923,990,096


SHARE INFORMATION:
Shares sold		205,490,704			84,147,647
Distributions reinvested		17,283,962			13,130,720
Shares redeemed		(66,336,804	)		(55,260,639	)

Net increase in shares outstanding		156,437,862			42,017,728

NOTE 1—ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Dodge & Cox Global Stock Fund (the “Fund”) is one of the series constituting the Dodge & Cox Funds (the “Trust” or the “Funds”). The Trust is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The Fund commenced operations on May 1, 2008, and seeks long-term growth of principal and income. The Fund invests primarily in a diversified portfolio of U.S. and foreign equity securities. Foreign investing, especially in developing countries, has special risks such as currency and market volatility and political and social instability. These and other risk considerations are discussed in the Fund’s Prospectus.

Investments initially valued in currencies other than the U.S. dollar are converted to the U.S. dollar using prevailing exchange rates. As a result, the Fund’s net assets may be affected by changes in the value of currencies in relation to the U.S. dollar.

If market quotations are not readily available or if a security’s value has materially changed after the close of the security’s primary market but before the close of trading on the NYSE, the security is valued at fair value as determined in good faith by or under the direction of the Board of Trustees. The Fund may use fair value pricing in

calculating its net asset value per share (NAV) when, for example, (i) the primary market for a security is closed or if trading of a security is suspended or limited, (ii) the Fund determines that the price provided by a pricing service is inaccurate or unreliable, or (iii) the Fund determines that a significant event affecting the value of a security has occurred before the close of the NYSE but after the close of the security’s primary market. An event is considered significant if there is both an affirmative expectation that the security’s value will materially change in response to the event and a reasonable basis exists for quantifying a resulting change in value. Because trading in securities on most foreign exchanges is normally completed before the close of the NYSE, the value of non-U.S. securities can change by the time the Fund calculates its NAV. To address these changes, the Fund may utilize adjustment factors provided by an independent pricing service to systematically value non-U.S. securities at fair value. These adjustment factors are based on statistical analyses of subsequent movements and changes in securities indices, specific security prices, and exchange rates in foreign markets.

The Board of Trustees has delegated authority to Dodge & Cox, the Fund’s investment manager, to make fair value determinations in accordance with the Dodge & Cox Funds Valuation Policies (“Valuation Policies”), subject to Board oversight. Dodge & Cox has established a Pricing Committee that is comprised of representatives from Treasury, Legal, Compliance, and Operations. The Pricing Committee is responsible for implementing the Valuation Policies, including determining the fair value of securities when market quotations or market-based valuations are not readily available or are deemed unreliable. The Pricing Committee considers relevant indications of value that are reasonably available to it in determining the fair value assigned to a particular security, such as the value of similar financial instruments, trading volumes, contractual restrictions on disposition, related corporate actions, and changes in economic conditions.

securities used by the Fund to calculate its net asset value may differ from quoted or published prices for the same securities.

Dividend income and corporate action transactions are recorded on the ex-dividend date, or when the Fund first learns of the dividend/corporate action if the ex-dividend date has passed. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Dividends characterized as return of capital for U.S. tax purposes are recorded as a reduction of cost of investments and/or realized gain. Interest income is recorded on the accrual basis.

Distributions to shareholders are recorded on the ex-dividend date.

Foreign taxes The Fund is subject to foreign taxes which may be imposed by certain countries in which the Fund invests. The Fund endeavors to record foreign taxes based on applicable foreign tax law. Withholding taxes are incurred on certain foreign dividends and are accrued at the time the associated dividend is recorded. The Fund files withholding tax reclaims in certain jurisdictions to recover a portion of amounts previously withheld. The Fund records a reclaim receivable based on, among other things, a jurisdiction’s legal obligation to pay reclaims as well as payment history and market convention. In consideration of recent decisions rendered by European courts, the Fund has filed for additional reclaims related to prior years. However, a corresponding receivable amount has not yet been recorded because there is limited historical precedent for collecting such reclaims and the amount, if any, that the Fund might ultimately recover is uncertain. Such amounts, if and when recorded, could result in an increase in the Fund’s net asset value per share.

Capital gains taxes are incurred upon disposition of certain foreign securities. Capital gains taxes on

appreciated securities are accrued as unrealized losses and are reflected as realized losses upon the sale of the related security. Currency taxes may be incurred when the Fund purchases certain foreign currencies related to securities transactions and are recorded as realized losses on foreign currency transactions.

Forward currency contracts A forward currency contract represents an obligation to purchase or sell a specific foreign currency at a future date at a price set at the time of the contract. Losses from these transactions may arise from unfavorable changes in currency values or if the counterparties do not perform under a contract’s terms.

The values of the forward currency contracts are adjusted daily based on the applicable exchange rate of the underlying currency. Changes in the value of open contracts are recorded as unrealized appreciation or depreciation in the Consolidated Statement of Operations. When the forward currency contract is closed, the Fund records a realized gain or loss in the Consolidated Statement of Operations equal to the difference between the value at the time the contract was opened and the value at the time it was closed.

During the year, the Fund maintained forward currency contracts to hedge foreign currency risks associated with portfolio investments denominated in euro. These euro forward currency contracts had U.S. dollar total values ranging from 2% to 4% of net assets during the year.

other assets and liabilities are translated at the exchange rate as of the valuation date. Purchases and sales of investment securities, income, and expenses are translated at the exchange rate prevailing on the transaction date.

Reported realized and unrealized gain (loss) on investments include foreign currency gain (loss) related to investment transactions.

Reported realized and unrealized gain (loss) on foreign currency transactions and translation include the following: disposing/holding of foreign currency, the difference between the trade and settlement dates on securities transactions, the difference between the accrual and payment dates on dividends, and currency losses on the purchase of foreign currency in certain countries that impose taxes on such transactions.

Consolidation The Fund may invest in certain securities through its wholly owned subsidiary, Dodge & Cox Global Stock Fund Cayman, Ltd. (the “Subsidiary”). The Subsidiary is a Cayman Islands exempted company and invests in certain securities consistent with the investment objective of the Fund. The Fund’s Consolidated Financial Statements, including the Consolidated Portfolio of Investments, consist of the holdings and accounts of the Fund and the Subsidiary. All intercompany transactions and balances have been eliminated. At December 31, 2014, the Subsidiary had net assets of $100, which represented less than 0.01% of the Fund’s consolidated net assets.

NOTE 2—VALUATION MEASUREMENTS

Various inputs are used in determining the value of the Fund’s investments and other financial instruments. These inputs are summarized in the three broad levels listed below.

Level 1: Quoted prices in active markets for identical securities

Level 2: Other significant observable inputs (including quoted prices for similar securities, market indices, interest rates, credit risk, etc.)

Level 3: Significant unobservable inputs (including Fund management’s assumptions in determining the fair value of 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 is a summary of the inputs used to value the Fund’s holdings at December 31, 2014:


Classification^(a)	LEVEL 1 (Quoted Prices)		LEVEL 2 (Other Significant Observable Inputs)
Securities
Common Stocks
Consumer Discretionary	$	641,693,992	$	413,960,069
Consumer Staples		124,311,300		104,693,500
Energy		310,466,162		38,366,436
Financials		524,938,391		820,441,677
Health Care		356,443,341		452,748,347
Industrials		147,720,253		137,768,324
Information Technology		856,123,896		188,625,691
Materials		55,840,748		158,033,274
Telecommunication Services		32,693,913		198,036,992
Preferred Stocks
Energy		37,056,346		—
Financials		—		45,200,675
Information Technology		—		66,260,477
Short-term Investments
Money Market Fund		5,918,640		—
Repurchase Agreement		—		166,990,000

Total Securities	$	3,093,206,982	$	2,791,125,462


Other Financial Instruments
Forward Currency Contracts	$	—	$	3,380,529	^(b)

^(a)

Transfers during the year between Level 1 and Level 2 relate to the use of systematic fair valuation (see Note 1). On days when systematic fair valuation is used, securities whose primary market closes before the NYSE are classified as Level 2. There were no Level 3 securities at December 31, 2014 and 2013, and there were no transfers to Level 3 during the year.

^(b)

Represents net unrealized appreciation/(depreciation).

NOTE 3—ADDITIONAL DERIVATIVES INFORMATION

The Fund has entered into over-the-counter derivatives, such as forward currency contracts (each, a “Derivative”). Each Derivative is subject to a negotiated master agreement (based on a form published by the International Swaps and Derivatives Association (“ISDA”)) governing all Derivatives between the Fund and the relevant dealer counterparty. The master agreements specify (i) events of default and other events permitting a party to terminate some or all of the Derivatives thereunder and (ii) the process by which those Derivatives will be valued for purposes of determining termination payments. If some or all of the Derivatives under a master agreement are terminated because of an event of default or similar event, the values of all terminated Derivatives must be netted to determine a single payment owed by one party to the other. Some master agreements contain collateral terms requiring the parties to post collateral in respect of some or all of the Derivatives thereunder based on the net market value of those Derivatives, subject to a minimum exposure threshold. To the extent amounts owed to the Fund by its counterparties are not collateralized, the Fund is at risk of those counterparties’ non-performance. The Fund attempts to mitigate counterparty credit risk by entering into Derivatives only with counterparties it believes to be of good credit quality and by monitoring the financial stability of those counterparties.

For financial reporting purposes, the Fund does not offset financial assets and liabilities that are subject to an ISDA Master Agreement in the Consolidated Statement of Assets and Liabilities. The net amount for Derivatives is disclosed on the Consolidated Portfolio of Investments. At December 31, 2014, no collateral is pledged or held by the Fund for Derivatives.

NOTE 4—RELATED PARTY TRANSACTIONS

Management fees Under a written agreement approved by a unanimous vote of the Board of Trustees, the Fund pays an annual management fee of 0.60% of the Fund’s average daily net assets to Dodge & Cox, investment manager of the Fund.

NOTE 5—INCOME TAX INFORMATION AND DISTRIBUTIONS TO SHAREHOLDERS

A provision for federal income taxes is not required since the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and distribute all of its taxable income to shareholders. Distributions are determined in accordance with income tax regulations, and such amounts may differ from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences at year end to reflect tax character.

Book/tax differences are primarily due to differing treatments of wash sales, net short-term realized gain (loss) on investments, investments in passive foreign investment companies, foreign capital gain taxes, and foreign currency realized gain (loss). At December 31, 2014, the cost of investments for federal income tax purposes was $4,812,574,577.

Distributions during the years noted below were characterized as follows for federal income tax purposes:


	Year Ended December 31, 2014		Year Ended December 31, 2013
Ordinary income		$100,240,292		$57,838,261
		($0.213 per share)		($0.184 per share)

Long-term capital gain		$111,064,311		$94,094,906
		($0.236 per share)		($0.296 per share)

At December 31, 2014, the tax basis components of distributable earnings were as follows:


Unrealized appreciation	$1,285,901,921
Unrealized depreciation	(214,144,054	)

Net unrealized appreciation	1,071,757,867
Undistributed ordinary income	10,294,975
Undistributed long-term capital gain	25,860,529

NOTE 6—LOAN FACILITIES

Pursuant to an exemptive order issued by the Securities and Exchange Commission (SEC), the Fund may participate in an interfund lending facility (Facility). The Facility allows the Fund to borrow money from or loan money to the Funds. Loans under the Facility are made for temporary or emergency purposes, such as to fund shareholder redemption requests. Interest on borrowings is the average of the current repurchase agreement rate and the bank loan rate. There was no activity in the Facility during the year.

All Funds in the Trust participate in a $500 million committed credit facility (Line of Credit) with State Street Bank and Trust Company, to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The maximum amount available to the Fund is $250 million. Each Fund pays an annual commitment fee on its pro-rata portion of the Line of Credit. The Fund’s commitment fee for the year ended December 31, 2014, amounted to $14,744 and is reflected as a Miscellaneous Expense in the Consolidated Statement of Operations. Interest on borrowings is charged at the prevailing rate. There were no borrowings on the Line of Credit during the year.

To the Trustees of Dodge & Cox Funds and Shareholders of Dodge & Cox Global Stock Fund

In our opinion, the accompanying consolidated statement of assets and liabilities, including the consolidated portfolio of investments, and the related consolidated statements of operations and of changes in net assets and the consolidated financial highlights present fairly, in all material respects, the financial position of Dodge & Cox Global Stock Fund (the “Fund”, one of the series constituting Dodge & Cox Funds) at December 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These consolidated financial statements and consolidated financial highlights (hereafter referred to as financial statements) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2014, by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

SPECIAL 2014 TAX INFORMATION

(unaudited)

The following information is provided pursuant to provisions of the Internal Revenue Code:

In 2014, the Fund elected to pass through to shareholders foreign source income of $80,757,152 and foreign taxes paid of $6,144,911.

The Fund designates up to a maximum of $105,019,221 of its distributions paid to shareholders in 2014 as qualified dividends (treated for federal income tax purposes in the hands of shareholders as taxable at a maximum rate of 20%).

For shareholders that are corporations, the Fund designates 31% of its ordinary dividends paid to shareholders in 2014 as dividends from domestic corporations eligible for the corporate dividends received deduction, provided that the shareholder otherwise satisfies applicable requirements to claim that deduction.

BOARD APPROVAL OF FUNDS’ INVESTMENT MANAGEMENT AGREEMENTS AND MANAGEMENT FEES

(unaudited)

INFORMATION RECEIVED

In advance of the meeting, the Board, including each of the Independent Trustees, requested, received, and reviewed materials relating to the Agreements and the

services provided by Dodge & Cox. The Independent Trustees retained Morningstar^® to prepare an independent expense and performance summary for each Fund and comparable funds managed by other advisers identified by Morningstar. The Morningstar materials included information regarding advisory fee rates, expense ratios, and transfer agency, custodial, and distribution expenses, as well as appropriate performance comparisons to each Fund’s peer group and an index or combination of indices. The Morningstar materials also included a comparison of expenses of various share classes offered by comparable funds.

In considering the Agreements, the Board, including the Independent Trustees, did not identify any single factor or particular information as all-important or controlling. In reaching the decision to approve the Agreements, the Board considered several factors, discussed below, to be key factors and reached the conclusions described below.

NATURE, QUALITY, AND EXTENT OF THE SERVICES

In addition, the Board considered that Dodge & Cox manages approximately $180 billion in Fund assets with fewer professionals than most comparable funds, and that on average these professionals have more experience and longer tenure than investment professionals at comparable funds. The Board also noted that Dodge & Cox is an investment research-oriented firm with no other business endeavors to distract management’s attention from its research efforts, and that its investment professionals adhere to a consistent investment approach across the Funds. The Board further considered the favorable stewardship and “Gold” analyst ratings awarded to each of the Funds by Morningstar. The Board concluded that it was satisfied with the nature, extent, and quality of investment management and other services provided to the Funds by Dodge & Cox.

INVESTMENT PERFORMANCE

COSTS AND ANCILLARY BENEFITS

Costs of Services to Funds: Fees and Expenses. The Board considered each Fund’s management fee rate and expense ratio relative to similar mutual funds and relative to management fees charged by Dodge & Cox to other clients. In particular, the Board considered that the Funds continue to be substantially below their peer group median in expense ratios and management fee rates and that many media and industry reports specifically comment on the low expense ratios of the Funds, which have been a defining characteristic of the Funds for many years. The Board also evaluated the operating structures of the Funds and Dodge & Cox, noting that the Funds do not charge front-end sales commissions or distribution fees, and Dodge & Cox bears, among other things, the significant cost of third party research, reimbursement for recordkeeping and administrative costs to third-party retirement plan administrators, and administrative and office overhead. The Board noted that expenses are well below industry averages. The Board also considered that the Funds receive numerous administrative, regulatory compliance, legal, technology and shareholder support services from Dodge & Cox without any additional administrative fee and the fact that the Funds have relatively low transaction costs and portfolio turnover rates. The Board reviewed Morningstar data showing that the few peer group funds with lower expense ratios often have other share classes with significantly higher expense ratios.

and that the fees are acceptable based upon the qualifications, experience, reputation, and performance of Dodge & Cox and the low overall expense ratios of the Funds.

THE BENEFIT OF ECONOMIES OF SCALE

CONCLUSION

paying a competitive fee for the services provided, that the scope and quality of Dodge & Cox’s services has provided substantial value for Fund shareholders over the long term, and that approval of the Agreements was in the best interests of each Fund and its shareholders.

FUND HOLDINGS

PROXY VOTING

HOUSEHOLD MAILINGS

International Stock Fund

For Fund literature, transactions, and account information, please visit the Funds’ website.

or write or call:

DODGE & COX FUNDS

c/o Boston Financial Data Services

P.O. Box 8422

(800) 621-3979

INVESTMENT MANAGER

Dodge & Cox

555 California Street, 40th Floor

(415) 981-1710

12/14 ISF AR LOGO Printed on recycled paper

The Dodge & Cox International Stock Fund had a total return of 0.1% for the year ending December 31, 2014, compared to a return of -4.9% for the MSCI EAFE (Europe, Australasia, Far East) Index. At year end, the Fund had net assets of $64.0 billion with a cash position of 1.6%.

MARKET COMMENTARY

During 2014, global equity markets increased in local currency. However, the U.S. dollar’s appreciation against both developed and emerging market currencies was a meaningful headwind to returns. The MSCI EAFE was up 6% in local currency and down 5% in U.S. dollars; Japan (up 9% in local currency) was a particularly strong area of the market. The MSCI Emerging Markets Index was up 5% in local currency and down 2% in U.S. dollars.

Although economic activity expanded at a moderate pace in some major markets (e.g., United Kingdom, United States), interest rates remained low across the developed world as concerns about global economic growth persisted. The Eurozone showed significant weakness, as stagnation and deflation concerns rose and manufacturing data disappointed. Economic activity contracted in Japan on the heels of a sales tax hike and declines in business investment. Slowing growth in China weighed on commodity prices. As we assess whether these economic developments create long-term opportunities or risks for companies, we are continuing to find attractive investments across the globe.

INVESTMENT STRATEGY

Our investment approach focuses on intensive bottom-up research, a three- to five-year investment horizon, a strict price discipline, and a team decision-making process. We analyze each company’s business model, competitive position, financial characteristics, and corporate governance structure, paying close attention to the strength and depth of its management team. We also incorporate external factors

(e.g., geopolitical risk, regulations, demographics, state of the economy, currency, trade policies, etc.) and think about how they might affect a particular company’s operations and future prospects. To assess how the stock price reflects investors’ concern or optimism, we weigh these elements in relation to the company’s current valuation.

The best investment opportunities often arise during periods of great uncertainty. Macroeconomic conditions are many times not embedded appropriately in company valuations, and we find opportunities when other investors are exceptionally pessimistic. For example, in 2013 the U.S. Federal Reserve decided to begin tapering its quantitative easing program, and certain countries reliant on external funding (e.g., India, Brazil, Turkey) proved vulnerable, and experienced significant currency and/or market declines. Valuations decreased to the point where we saw investment opportunities arise in developing world companies. As a result, we added to selected holdings in emerging markets and started new positions that have since outperformed significantly and contributed to the Fund’s strong relative performance in 2014.

During 2014, we identified numerous investment opportunities within the Financials sector where valuations reflected meaningful pessimism about the macroeconomic backdrop, significant changes in commodity prices, and the banking industry’s ability to earn a return with greater regulatory oversight. Standard Chartered and Siam Commercial Bank (a new holding) are two such examples.^(a) The Fund’s sector and industry positioning results from individual security selection: 27.0% of the Fund was invested in Financials compared to 25.9% of the MSCI EAFE on December 31.^(b)

Standard Chartered

Domiciled in the United Kingdom, Standard Chartered has extensive geographic reach. The company provides consumer and wholesale banking products to customers throughout emerging markets (especially in Asia, Africa, and the Middle East); approximately a third of the company’s deposits are located in Greater China. Falling commodity prices, concerns about asset quality, regulatory fines, and increasing capital requirements in the United Kingdom weighed on the company’s share price, and its

valuation fell to 0.8 times book value in October, a historically low level.

Standard Chartered has been held in the Fund since 2002. Over the years, we have spent considerable time researching and analyzing the company in various market environments. We have traveled to visit the company numerous times and have met with managers in various positions, segments, and geographies. From our meetings, we have found management to be competent and focused on long-term shareholder value. Standard Chartered’s broad network across the developing world would be very difficult to replicate today. The company’s global payments and trade business is a particular strength: local roots from its longstanding presence allow for local currency funding, and cooperation across the network provides integrated wholesale banking services to clients. The bank is exposed to economic growth and increasing trade flows in emerging markets, where a growing entrepreneurial class wants to expand internationally.

Siam Commercial Bank

Siam Commercial Bank, the largest retail bank in Thailand, is a new addition to the Fund. During late 2013 and early 2014, Thailand lacked a functioning government, and the country’s stock market suffered. Siam Commercial’s stock was no exception, and its valuation declined to eight times forward earnings. During prior periods of political uncertainty, the Thai economy continued to grow, and Siam Commercial delivered an attractive return on shareholder’s equity and increased its book value per share.

fee-related financial services provide it with a durable franchise. We believe that the company’s high return on equity—generated by a combination of stable net interest margins, high fee income, ample provisions, efficient operations, and moderate leverage—is sustainable over our investment horizon. Furthermore, we believe that Siam Commercial is well prepared to absorb economic volatility, given its high profitability, capital levels, and loan loss reserves. We have been impressed with management’s track record for profitable growth and improvement of the bank over time. After weighing these opportunities against the political risk, we initiated a position; Siam Commercial was a 0.6% holding in the Fund at year end.

IN CLOSING

We continue to see long-term opportunity for international equities as we look for attractively valued investments in both developed and emerging markets. International equity valuations remain reasonable: the MSCI EAFE traded at 14.0 times forward estimated earnings (compared to a 20-year average of 16.1 times) with a 3.1% dividend yield at quarter end. Corporate balance sheets and cash flows continue to be strong. The Fund is invested in companies that we believe have favorable long-term prospects over our three- to five-year investment horizon. Acknowledging that both share prices and currencies can be volatile in the short term, we encourage shareholders to remain focused on the long term.

Thank you for your continued confidence in our firm. As always, we welcome your comments and questions.

For the Board of Trustees,

Chairman

Dana M. Emery,

President

^(a)

The use of specific examples does not imply that they are more attractive investments than the Fund’s other holdings.

^(b)

Unless otherwise specified, all weightings and characteristics are as of December 31, 2014.

International Stock Fund Soft Close

On January 16, 2015, the Dodge & Cox International Stock Fund closed to new investors, with limited exceptions. Complete rules on eligibility to invest in the International Stock Fund are available in a supplement to the Fund’s prospectus, dated January 6, 2015.

We closed the International Stock Fund to new investors to proactively “tap the brakes” on the Fund’s growth. We believe this decision is in the best long-term interests of the Fund’s existing shareholders, as it allows us to have stable and balanced growth within the Fund. Over the past couple of years, the International Stock Fund experienced significant, but manageable asset flows. A meaningful portion of these flows came from existing shareholders, and we wanted to preserve their ability to continue to invest with us. Thus, current shareholders in the Fund will be able to make additional investments. We remain confident in our ability to continue to find and invest in attractive international opportunities with the assets entrusted to us.

Five of the six Dodge & Cox Funds (Stock Fund, Global Stock Fund, Balanced Fund, Income Fund, and Global Bond Fund) remain open to new investors.

ANNUAL PERFORMANCE REVIEW

The Fund outperformed the MSCI EAFE by 5.0 percentage points in 2014.

Key Contributors to Relative Results

The Fund’s holdings in emerging markets (up 14%), particularly in the Financials sector (up 26%), significantly contributed to results. ICICI Bank (up 60%), Kasikornbank (up 47%), and China Mobile (up 24% since date of purchase) were notable performers.

Strong returns from the Fund’s holdings in the Media industry (up 21% compared to up 1% for the MSCI EAFE industry) helped performance, especially Naspers (up 26%).

The Fund’s average overweight position (16% versus 5%) and holdings in the Information Technology sector (up 10% compared to down 1% for the MSCI EAFE sector) aided results. Hewlett-Packard (up 46%) and Baidu (up 28%) were strong performers.

Additional contributors included Yamaha Motor (up 38%), Nidec (up 35%), NGK Spark Plug (up 31%), and Novartis (up 19%).

Key Detractors from Relative Results

The Fund’s average overweight position (15% versus 11%) and selection of holdings in the Health Care sector (down 3% compared to up 6% for the MSCI EAFE sector) hindered performance. GlaxoSmithKline (down 16%) and Sanofi (down 12%) performed poorly.

The Fund’s underweight position in the Utilities sector (no holdings versus 4% for the MSCI EAFE sector), the second-strongest sector of the market (up 4%), hurt results.

Additional detractors included Saipem (down 51%), Petrobras (down 46%), Standard Chartered (down 30%), and Millicom International Cellular (down 24%).

KEY CHARACTERISTICS OF DODGE & COX

Independent Organization

Over 80 Years of Investment Experience

Dodge & Cox was founded in 1930. We have a stable and well-qualified team of investment professionals, most of whom have spent their entire careers at Dodge & Cox.

Experienced Investment Team

The International Investment Policy Committee, which is the decision-making body for the International Stock Fund, is an nine-member committee with an average tenure at Dodge & Cox of 24 years.

One Business with a Single Research Office

Dodge & Cox manages equity (domestic, international, and global), fixed income (domestic and global), and balanced investments, operating from one office in San Francisco.

Consistent Investment Approach

Our team decision-making process involves thorough, bottom-up fundamental analysis of each investment.

Long-Term Focus and Low Expenses

We invest with a three- to five-year investment horizon, which has historically resulted in low turnover relative to our peers. We manage Funds that maintain low expense ratios.

LOGO

AVERAGE ANNUAL TOTAL RETURN

FOR PERIODS ENDED DECEMBER 31, 2014


	1 Year			3 Years			5 Years			10 Years
Dodge & Cox International Stock Fund		0.07	%		15.23	%		7.89	%		6.73	%
MSCI EAFE		-4.90			11.06			5.34			4.43

The Fund’s total returns include the reinvestment of dividend and capital gain distributions, but have not been adjusted for any income taxes payable by shareholders on these distributions or on Fund share redemptions. Index returns include dividends but, unlike Fund returns, do not reflect fees or expenses. The MSCI EAFE (Europe, Australasia, Far East) Index is a broad-based, unmanaged equity market index aggregated from 21 developed market country indices, excluding the United States and Canada. MSCI makes no express or implied warranties or representations and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices or any securities or financial products. This report is not approved, reviewed, or produced by MSCI.

MSCI EAFE is a service mark of MSCI Barra.


GENERAL INFORMATION
Net Asset Value Per Share			$42.11
Total Net Assets (billions)			$64.0
Expense Ratio			0.64%
Portfolio Turnover Rate			12%
30-Day SEC Yield^(a)			1.59%
Fund Inception			2001
No sales charges or distribution fees

Investment Manager: Dodge & Cox, San Francisco. Managed by the International Investment Policy Committee, whose nine members’ average tenure at Dodge & Cox is 24 years.


PORTFOLIO CHARACTERISTICS	Fund		MSCI EAFE
Number of Equity Securities		80		910
Median Market Capitalization (billions)		$27		$9
Weighted Average Market Capitalization (billions)		$69		$57
Price-to-Earnings Ratio^(b)		13.3x		14.0x
Countries Represented		24		21
Emerging Markets (Brazil, China, India, Mexico, South Africa, South Korea, Thailand, Turkey, United Arab Emirates)		22.4%		0.0%


TEN LARGEST HOLDINGS (%)^(c)	Fund
Naspers, Ltd. (South Africa)		3.9
Novartis AG (Switzerland)		3.5
Roche Holding AG (Switzerland)		3.3
Sanofi (France)		2.8
Samsung Electronics Co., Ltd. (South Korea)		2.8
Hewlett-Packard Co. (United States)		2.4
Standard Chartered PLC (United Kingdom)		2.4
Schlumberger, Ltd. (United States)		2.4
Lafarge SA (France)		2.2
Credit Suisse Group AG (Switzerland)		2.2


ASSET ALLOCATION

LOGO


REGION DIVERSIFICATION (%)^(d)	Fund		MSCI EAFE
Europe (excluding United Kingdom)		43.0		44.8
United Kingdom		15.8		21.1
Japan		12.3		21.2
Pacific (excluding Japan)		11.4		12.3
Africa/Middle East		6.2		0.6
United States		5.2		0.0
Latin America		4.5		0.0


SECTOR DIVERSIFICATION (%)	Fund		MSCI EAFE
Financials		27.0		25.9
Information Technology		16.2		4.8
Consumer Discretionary		14.7		12.4
Health Care		13.1		11.0
Industrials		8.3		12.6
Telecommunication Services		5.9		5.0
Energy		5.6		5.7
Materials		4.5		7.6
Consumer Staples		3.1		11.1
Utilities		0.0		3.9


COMMON STOCKS: 95.7%

	SHARES		VALUE
CONSUMER DISCRETIONARY: 14.7%
AUTOMOBILES & COMPONENTS: 5.7%
Bayerische Motoren Werke AG (Germany)		8,676,300	$	942,279,396
Honda Motor Co., Ltd. (Japan)		18,239,600		530,402,048
Honda Motor Co., Ltd. ADR (Japan)		6,758,400		199,507,968
Mahindra & Mahindra, Ltd. (India)		13,923,429		271,189,489
NGK Spark Plug Co., Ltd.^(b) (Japan)		14,009,700		423,054,875
Nissan Motor Co., Ltd. (Japan)		74,457,100		648,539,435
Yamaha Motor Co., Ltd.^(b) (Japan)		31,550,100		634,516,458

				3,649,489,669
CONSUMER DURABLES & APPAREL: 1.4%
Panasonic Corp. (Japan)		77,951,134		915,822,368

CONSUMER SERVICES: 0.2%
New Oriental Education & Technology Group, Inc. ADR^(a) (Cayman Islands/China)		5,733,700		117,024,817

MEDIA: 7.4%
Grupo Televisa SAB ADR (Mexico)		21,265,992		724,319,687
Liberty Global PLC, Series A^(a) (United Kingdom)		11,043,805		554,454,230
Liberty Global PLC, Series C^(a) (United Kingdom)		14,903,247		719,975,863
Naspers, Ltd. (South Africa)		19,421,895		2,500,530,817
Television Broadcasts, Ltd.^(b) (Hong Kong)		40,022,900		232,319,948

				4,731,600,545

				9,413,937,399
CONSUMER STAPLES: 3.1%
FOOD, BEVERAGE & TOBACCO: 3.1%
Anadolu Efes Biracilik ve Malt Sanayii AS^(a) (Turkey)		28,262,444		274,690,641
Imperial Tobacco Group PLC (United Kingdom)		22,874,300		1,001,737,550
Unilever PLC (United Kingdom)		17,987,500		730,665,970

				2,007,094,161
ENERGY: 4.9%
Royal Dutch Shell PLC ADR (United Kingdom)		8,052,716		539,129,336
Saipem SPA^(a),(b) (Italy)		35,889,000		376,917,360
Schlumberger, Ltd. (Curacao/United States)		17,582,117		1,501,688,613
Total SA (France)		6,524,600		336,403,333
Weatherford International PLC^(a) (Ireland)		31,817,592		364,311,428

				3,118,450,070



	SHARES		VALUE
FINANCIALS: 25.7%
BANKS: 16.8%
Banco Santander SA (Spain)		54,541,604	$	456,067,313
Barclays PLC (United Kingdom)		361,753,502		1,360,013,441
BNP Paribas SA (France)		17,056,007		1,002,284,092
HSBC Holdings PLC (United Kingdom)		88,737,229		838,609,627
ICICI Bank, Ltd. (India)		216,633,785		1,200,332,514
Kasikornbank PCL- Foreign^(b) (Thailand)		123,826,527		860,405,220
Lloyds Banking Group PLC^(a) (United Kingdom)		798,341,600		942,734,693
Mitsubishi UFJ Financial Group, Inc. (Japan)		116,265,800		637,269,483
Siam Commercial Bank PCL- Foreign (Thailand)		66,952,500		369,905,525
Standard Bank Group, Ltd. (South Africa)		28,198,309		346,538,537
Standard Chartered PLC (United Kingdom)		102,660,839		1,539,605,051
UniCredit SPA (Italy)		112,234,764		715,329,235
Yapi ve Kredi Bankasi AS^(b) (Turkey)		234,711,168		487,571,771

				10,756,666,502
DIVERSIFIED FINANCIALS: 3.3%
Credit Suisse Group AG (Switzerland)		54,969,105		1,378,010,829
Deutsche Boerse AG (Germany)		5,992,000		429,410,952
Haci Omer Sabanci Holding AS (Turkey)		75,195,354		326,673,638

				2,134,095,419
INSURANCE: 4.1%
AEGON NV^(b) (Netherlands)		125,227,471		939,582,134
Aviva PLC (United Kingdom)		74,574,301		558,797,872
Dai-ichi Life Insurance Co., Ltd. (Japan)		28,746,900		436,225,847
Swiss Re AG (Switzerland)		7,852,668		657,058,694

				2,591,664,547
REAL ESTATE: 1.5%
BR Malls Participacoes SA^(b) (Brazil)		54,870,300		335,515,164
Hang Lung Group, Ltd.^(b) (Hong Kong)		90,430,600		408,947,624
Hang Lung Properties, Ltd. (Hong Kong)		84,171,400		234,576,286

				979,039,074

				16,461,465,542


COMMON STOCKS (continued)

	SHARES		VALUE
HEALTH CARE: 13.1%
PHARMACEUTICALS, BIOTECHNOLOGY & LIFE SCIENCES: 13.1%
Bayer AG (Germany)		9,847,650	$	1,346,266,506
GlaxoSmithKline PLC (United Kingdom)		28,895,000		618,209,993
GlaxoSmithKline PLC ADR (United Kingdom)		5,459,749		233,349,672
Novartis AG (Switzerland)		7,965,570		732,573,427
Novartis AG ADR (Switzerland)		16,305,000		1,510,821,300
Roche Holding AG (Switzerland)		7,782,400		2,109,345,305
Sanofi (France)		20,130,722		1,834,631,969

				8,385,198,172
INDUSTRIALS: 8.3%
CAPITAL GOODS: 6.6%
Koninklijke Philips NV (Netherlands)		44,346,081		1,287,595,576
Mitsubishi Electric Corp. (Japan)		62,004,100		738,222,785
Nidec Corp.^(b) (Japan)		9,554,800		619,748,341
Schneider Electric SA (France)		14,831,746		1,077,702,197
Smiths Group PLC^(b) (United Kingdom)		26,840,600		454,280,003
Wienerberger AG^(b) (Austria)		4,135,764		56,973,706

				4,234,522,608
COMMERCIAL & PROFESSIONAL SERVICES: 1.4%
ADT Corp. (United States)		7,476,860		270,886,638
Tyco International PLC (Ireland)		14,848,620		651,260,473

				922,147,111
TRANSPORTATION: 0.3%
DP World, Ltd. (United Arab Emirates)		8,256,304		173,382,384

				5,330,052,103
INFORMATION TECHNOLOGY: 15.5%
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT: 3.3%
Infineon Technologies AG^(b) (Germany)		66,414,456		712,032,433
Samsung Electronics Co., Ltd. (South Korea)		1,153,792		1,386,918,040

				2,098,950,473
SOFTWARE & SERVICES: 2.6%
Baidu, Inc. ADR^(a) (Cayman Islands/China)		3,543,387		807,785,934
Fujitsu, Ltd.^(b) (Japan)		59,312,900		315,951,657
Nintendo Co., Ltd. (Japan)		5,276,200		549,892,385

				1,673,629,976
TECHNOLOGY, HARDWARE & EQUIPMENT: 9.6%
Brother Industries, Ltd.^(b) (Japan)		18,185,100		329,927,874
Hewlett-Packard Co. (United States)		38,986,504		1,564,528,406
Kyocera Corp.^(b) (Japan)		20,248,000		928,042,771
Nokia Oyj (Finland)		148,011,000		1,164,925,833
TE Connectivity, Ltd. (Switzerland)		13,646,362		863,132,396
Telefonaktiebolaget LM Ericsson (Sweden)		109,599,300		1,327,350,303

				6,177,907,583

				9,950,488,032



	SHARES		VALUE
MATERIALS: 4.5%
Akzo Nobel NV (Netherlands)		6,231,893	$	432,148,583
Lafarge SA^(b) (France)		20,035,291		1,406,163,778
Lanxess AG (Germany)		4,539,680		211,200,738
Linde AG (Germany)		4,498,205		839,004,156

				2,888,517,255
TELECOMMUNICATION SERVICES: 5.9%
America Movil SAB de CV, Series L (Mexico)		515,662,100		574,598,656
Bharti Airtel, Ltd. (India)		42,077,904		233,460,489
China Mobile, Ltd. (Hong Kong/China)		63,278,900		745,019,835
Millicom International Cellular SA SDR^(b) (Luxembourg)		10,088,392		750,282,272
MTN Group, Ltd. (South Africa)		49,559,500		940,480,021
Telecom Italia SPA^(a) (Italy)		201,500,000		213,694,669
Telecom Italia SPA- RSP (Italy)		352,735,486		294,828,633

				3,752,364,575

TOTAL COMMON STOCKS (Cost $56,064,743,237)			$	61,307,567,309

PREFERRED STOCKS: 2.7%
ENERGY: 0.7%
Petroleo Brasileiro SA ADR (Brazil)		58,383,858		442,549,644

FINANCIALS: 1.3%
BANKS: 1.3%
Itau Unibanco Holding SA (Brazil)		63,626,350		827,296,027

INFORMATION TECHNOLOGY: 0.7%
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT: 0.7%
Samsung Electronics Co., Ltd. (South Korea)		467,787		437,707,086

TOTAL PREFERRED STOCKS (Cost $2,156,781,074)			$	1,707,552,757


SHORT-TERM INVESTMENTS: 1.4%

	PAR VALUE			VALUE
MONEY MARKET FUND: 0.1%
SSgA U.S. Treasury Money Market Fund	$	64,410,932		$	64,410,932

REPURCHASE AGREEMENT: 1.3%
Fixed Income Clearing Corporation^(c) 0.01%, dated 12/31/14, due 1/2/15, maturity value $852,264,473		852,264,000			852,264,000

TOTAL SHORT-TERM INVESTMENTS (Cost $916,674,932)				$	916,674,932

TOTAL INVESTMENTS (Cost $59,138,199,243)		99.8	%	$	63,931,794,998
OTHER ASSETS LESS LIABILITIES		0.2	%		107,961,246

NET ASSETS		100.0	%	$	64,039,756,244

^(a)	Non-income producing

^(b)	See Note 10 regarding holdings of 5% voting securities

^(c)	Repurchase agreement is collateralized by U.S. Treasury Note 1.25%-3.125%, 10/31/18-5/15/19. Total collateral value is $869,313,082.

ADR: American Depositary Receipt

SDR: Swedish Depository Receipt

FORWARD CURRENCY CONTRACTS


			Contract Amount
Counterparty	Settlement Date		Receive U.S. Dollar		Deliver Foreign Currency		Unrealized Appreciation/ (Depreciation)
Contracts to sell EUR:
JPMorgan		2/11/15		623,007,500		500,000,000	$	17,753,480
UBS		2/11/15		622,155,000		500,000,000		16,900,980
Credit Suisse		2/18/15		622,878,500		500,000,000		17,590,733
Deutsche Bank		3/11/15		615,664,500		500,000,000		10,274,410
Barclays		3/18/15		622,137,500		500,000,000		16,712,414
HSBC		3/18/15		373,365,000		300,000,000		10,109,949

Counterparty	Settlement Date		Deliver U.S. Dollar		Receive Foreign Currency		Unrealized Appreciation / (Depreciation)
Contracts to buy EUR:
UBS		2/11/15		612,000,000		500,000,000	$	(6,745,980	)

							$	82,595,986


CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES

	December 31, 2014
ASSETS:
Investments, at value
Unaffiliated issuers (cost $49,943,561,684)	$	54,652,235,313
Affiliated issuers (cost $9,194,637,559)		9,279,559,685

		63,931,794,998
Cash		100
Cash denominated in foreign currency (cost $17,218,099)		16,942,271
Receivable for investments sold		24,311,771
Unrealized appreciation on forward currency contracts		89,341,966
Receivable for Fund shares sold		205,490,882
Dividends and interest receivable		96,719,118
Prepaid expenses and other assets		316,804

		64,364,917,910

LIABILITIES:
Payable for investments purchased		73,454,072
Unrealized depreciation on forward currency contracts		6,745,980
Payable for Fund shares redeemed		206,635,476
Management fees payable		32,892,033
Accrued expenses		5,434,105

		325,161,666

NET ASSETS	$	64,039,756,244

NET ASSETS CONSIST OF:
Paid in capital	$	62,477,524,064
Undistributed net investment income		9,485,734
Accumulated net realized loss		(3,323,201,361	)
Net unrealized appreciation		4,875,947,807

		64,039,756,244

Fund shares outstanding (par value $0.01 each, unlimited shares authorized)		1,520,738,809
Net asset value per share	$	42.11

CONSOLIDATED STATEMENT OF OPERATIONS

	Year Ended December 31, 2014
INVESTMENT INCOME:
Dividends (net of foreign taxes of $118,202,887)
Unaffiliated issuers	$	1,662,972,217
Affiliated issuers		178,738,563
Interest		105,770

		1,841,816,550

EXPENSES:
Management fees		363,818,941
Custody and fund accounting fees		8,898,982
Transfer agent fees		8,351,408
Professional services		584,730
Shareholder reports		1,735,258
Proxy expenses		2,535,349
Registration fees		2,023,960
Trustees’ fees		258,073
Miscellaneous		2,061,465

		390,268,166

NET INVESTMENT INCOME		1,451,548,384


REALIZED AND UNREALIZED GAIN (LOSS):
Net realized gain (loss)
Investments in unaffiliated issuers		1,345,973,094
Investments in affiliated issuers		266,021,236
Forward currency contracts		417,930,078
Foreign currency transactions		(10,372,586	)
Net change in unrealized appreciation/depreciation
Investments		(3,986,837,036	)
Forward currency contracts		115,501,784
Foreign currency translation		(2,716,244	)

Net realized and unrealized loss		(1,854,499,674	)

NET DECREASE IN NET ASSETS FROM OPERATIONS	$	(402,951,290	)

CONSOLIDATED

STATEMENT OF CHANGES IN NET ASSETS



	Year Ended December 31, 2014			Year Ended December 31, 2013
OPERATIONS:
Net investment income	$	1,451,548,384		$	857,085,157
Net realized gain		2,019,551,822			1,263,721,541
Net change in unrealized appreciation/depreciation		(3,874,051,496	)		8,796,530,991

		(402,951,290	)		10,917,337,689


DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income		(1,440,251,048	)		(852,149,250	)
Net realized gain		—			—

Total distributions		(1,440,251,048	)		(852,149,250	)


FUND SHARE TRANSACTIONS:
Proceeds from sale of shares		19,083,592,819			9,707,933,665
Reinvestment of distributions		1,176,502,813			718,344,743
Cost of shares redeemed		(7,993,354,008	)		(7,431,440,582	)

Net increase from Fund share transactions		12,266,741,624			2,994,837,826

Total increase in net assets		10,423,539,286			13,060,026,265

NET ASSETS:
Beginning of year		53,616,216,958			40,556,190,693

End of year (including undistributed net investment income of $9,485,734 and $8,560,984, respectively)	$	64,039,756,244		$	53,616,216,958


SHARE INFORMATION:
Shares sold		427,948,359			250,919,903
Distributions reinvested		27,741,165			17,172,926
Shares redeemed		(180,756,140	)		(193,199,816	)

Net increase in shares outstanding		274,933,384			74,893,013

NOTE 1—ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Dodge & Cox International Stock Fund (the “Fund”) is one of the series constituting the Dodge & Cox Funds (the “Trust” or the “Funds”). The Trust is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The Fund commenced operations on May 1, 2001, and seeks long-term growth of principal and income. The Fund invests primarily in a diversified portfolio of foreign equity securities. Foreign investing, especially in developing countries, has special risks such as currency and market volatility and political and social instability. These and other risk considerations are discussed in the Fund’s Prospectus.

Board of Trustees. The Fund may use fair value pricing in calculating its net asset value per share (NAV) when, for example, (i) the primary market for a security is closed or if trading of a security is suspended or limited, (ii) the Fund determines that the price provided by a pricing service is inaccurate or unreliable, or (iii) the Fund determines that a significant event affecting the value of a security has occurred before the close of the NYSE but after the close of the security’s primary market. An event is considered significant if there is both an affirmative expectation that the security’s value will materially change in response to the event and a reasonable basis exists for quantifying a resulting change in value. Because trading in securities on most foreign exchanges is normally completed before the close of the NYSE, the value of non-U.S. securities can change by the time the Fund calculates its NAV. To address these changes, the Fund may utilize adjustment factors provided by an independent pricing service to systematically value non-U.S. securities at fair value. These adjustment factors are based on statistical analyses of subsequent movements and changes in securities indices, specific security prices, and exchange rates in foreign markets.

information may lead to a conclusion that a prior valuation is the best indication of a security’s present value. When fair value pricing is employed, the prices of securities used by the Fund to calculate its net asset value may differ from quoted or published prices for the same securities.

Dividend income and corporate action transactions are recorded on the ex-dividend date, or when the Fund first learns of the dividend/corporate action if the ex-dividend date has passed. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Dividends characterized as return of capital for U.S. tax purposes are recorded as a reduction of cost of investments and/or realized gain. Interest income is recorded on the accrual basis.

Distributions to shareholders are recorded on the ex-dividend date.

result in an increase in the Fund’s net asset value per share.

Capital gains taxes are incurred upon disposition of certain foreign securities. Capital gains taxes on appreciated securities are accrued as unrealized losses and are reflected as realized losses upon the sale of the related security. Currency taxes may be incurred when the Fund purchases certain foreign currencies related to securities transactions and are recorded as realized losses on foreign currency transactions.

Foreign currency translation The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars at the

prevailing exchange rates of such currencies against the U.S. dollar. The market value of investment securities and other assets and liabilities are translated at the exchange rate as of the valuation date. Purchases and sales of investment securities, income, and expenses are translated at the exchange rate prevailing on the transaction date.

Reported realized and unrealized gain (loss) on investments include foreign currency gain (loss) related to investment transactions.

Consolidation The Fund may invest in certain securities through its wholly owned subsidiary, Dodge & Cox International Stock Fund Cayman, Ltd. (the “Subsidiary”). The Subsidiary is a Cayman Islands exempted company and invests in certain securities consistent with the investment objective of the Fund. The Fund’s Consolidated Financial Statements, including the Consolidated Portfolio of Investments, consist of the holdings and accounts of the Fund and the Subsidiary. All intercompany transactions and balances have been eliminated. At December 31, 2014, the Subsidiary had net assets of $100, which represented less than 0.01% of the Fund’s consolidated net assets.

NOTE 2—VALUATION MEASUREMENTS

Various inputs are used in determining the value of the Fund’s investments and other financial instruments. These inputs are summarized in the three broad levels listed below.

Level 1: Quoted prices in active markets for identical securities

Level 2: Other significant observable inputs (including quoted prices for similar securities, market indices, interest rates, credit risk, etc.)

Level 3: Significant unobservable inputs (including Fund management’s assumptions in determining the fair value of 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 is a summary of the inputs used to value the Fund’s holdings at December 31, 2014:


Classification^(a)	LEVEL 1 (Quoted Prices)		LEVEL 2 (Other Significant Observable Inputs)
Securities
Common Stocks
Consumer Discretionary	$	2,315,282,565	$	7,098,654,834
Consumer Staples		—		2,007,094,161
Energy		2,405,129,377		713,320,693
Financials		—		16,461,465,542
Health Care		1,744,170,972		6,641,027,200
Industrials		1,095,529,495		4,234,522,608
Information Technology		3,235,446,736		6,715,041,296
Materials		—		2,888,517,255
Telecommunication Services		574,598,656		3,177,765,919
Preferred Stocks
Energy		442,549,644		—
Financials		—		827,296,027
Information Technology		—		437,707,086
Short-term Investments
Money Market Fund		64,410,932		—
Repurchase Agreement		—		852,264,000

Total Securities	$	11,877,118,377	$	52,054,676,621


Other Financial Instruments
Forward Currency Contracts	$	—	$	82,595,986	^(b)

^(a)

^(b)	Represents net unrealized appreciation/(depreciation).

NOTE 3—ADDITIONAL DERIVATIVES INFORMATION

NOTE 4—RELATED PARTY TRANSACTIONS

NOTE 5—INCOME TAX INFORMATION AND DISTRIBUTIONS TO SHAREHOLDERS

Distributions during the years noted below were characterized as follows for federal income tax purposes.


	Year Ended December 31, 2014		Year Ended December 31, 2013
Ordinary income		$1,440,251,048		$852,149,250
		($0.970 per share)		($0.695 per share)

Long-term capital gain		—		—

At December 31, 2014, the tax basis components of distributable earnings were as follows:


Unrealized appreciation	$	11,614,762,854
Unrealized depreciation		(6,863,679,467	)

Net unrealized appreciation		4,751,083,387
Undistributed ordinary income		10,957,138
Capital loss carryforward^(a)		(3,199,564,411	)

^(a)	Represents accumulated capital loss as of December 31, 2014, which may be carried forward to offset future capital gains. During 2014, the Fund utilized $2,145,426,224 of the capital loss carryforward. If not utilized, the remaining capital loss carryforward will expire as follows:


Expiring in 2017	$	2,079,444,182
Expiring in 2018		1,120,120,229

	$	3,199,564,411

NOTE 6—LOAN FACILITIES

All Funds in the Trust participate in a $500 million committed credit facility (Line of Credit) with State Street Bank and Trust Company, to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The maximum amount available to the Fund is $250 million. Each Fund pays an annual commitment fee on its pro-rata portion of the Line of Credit. The Fund’s commitment fee for the year ended December 31, 2014, amounted to $168,919 and is reflected as a Miscellaneous Expense in the Consolidated Statement of Operations. Interest on borrowings is charged at the prevailing rate. There were no borrowings on the Line of Credit during the year.

To the Trustees of Dodge & Cox Funds and Shareholders of Dodge & Cox International Stock Fund

In our opinion, the accompanying consolidated statement of assets and liabilities, including the consolidated portfolio of investments, and the related consolidated statements of operations and of changes in net assets and the consolidated financial highlights present fairly, in all material respects, the financial position of Dodge & Cox International Stock Fund (the “Fund”, one of the series constituting Dodge & Cox Funds) at December 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These consolidated financial statements and consolidated financial highlights (hereafter referred to as financial statements) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2014, by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

SPECIAL 2014 TAX INFORMATION

(unaudited)

The following information is provided pursuant to provisions of the Internal Revenue Code:

In 2014, the Fund elected to pass through to shareholders foreign source income of $1,926,716,842 and foreign taxes paid of $118,202,887.

The Fund designates up to a maximum of $1,872,058,543 of its distributions paid to shareholders in 2014 as qualified dividends (treated for federal income tax purposes in the hands of shareholders as taxable at a maximum rate of 20%).

For shareholders that are corporations, the Fund designates 2% of its ordinary dividends paid to shareholders in 2014 as dividends from domestic corporations eligible for the corporate dividends received deduction, provided that the shareholder otherwise satisfies applicable requirements to claim that deduction.

BOARD APPROVAL OF FUNDS’

INVESTMENT MANAGEMENT AGREEMENTS AND MANAGEMENT FEES (unaudited)

INFORMATION RECEIVED

Trustees retained Morningstar^® to prepare an independent expense and performance summary for each Fund and comparable funds managed by other advisers identified by Morningstar. The Morningstar materials included information regarding advisory fee rates, expense ratios, and transfer agency, custodial, and distribution expenses, as well as appropriate performance comparisons to each Fund’s peer group and an index or combination of indices. The Morningstar materials also included a comparison of expenses of various share classes offered by comparable funds.

In considering the Agreements, the Board, including the Independent Trustees, did not identify any single

NATURE, QUALITY, AND EXTENT

OF THE SERVICES

longer tenure than investment professionals at comparable funds. The Board also noted that Dodge & Cox is an investment research-oriented firm with no other business endeavors to distract management’s attention from its research efforts, and that its investment professionals adhere to a consistent investment approach across the Funds. The Board further considered the favorable stewardship and “Gold” analyst ratings awarded to each of the Funds by Morningstar. The Board concluded that it was satisfied with the nature, extent, and quality of investment management and other services provided to the Funds by Dodge & Cox.

INVESTMENT PERFORMANCE

COSTS AND ANCILLARY BENEFITS

ratios and management fee rates and that many media and industry reports specifically comment on the low expense ratios of the Funds, which have been a defining characteristic of the Funds for many years. The Board also evaluated the operating structures of the Funds and Dodge & Cox, noting that the Funds do not charge front-end sales commissions or distribution fees, and Dodge & Cox bears, among other things, the significant cost of third party research, reimbursement for recordkeeping and administrative costs to third-party retirement plan administrators, and administrative and office overhead. The Board noted that expenses are well below industry averages. The Board also considered that the Funds receive numerous administrative, regulatory compliance, legal, technology and shareholder support services from Dodge & Cox without any additional administrative fee and the fact that the Funds have relatively low transaction costs and portfolio turnover rates. The Board reviewed Morningstar data showing that the few peer group funds with lower expense ratios often have other share classes with significantly higher expense ratios.

overall profitability within its context as a private, employee-owned S-Corporation and relative to the favorable services provided. The Board noted in particular that Dodge & Cox’s profits are not generated by high fee rates, but reflect an extraordinarily streamlined, efficient, and focused business approach toward investment management. The Board recognized the importance of Dodge & Cox’s profitability—which is derived solely from management fees and does not include other business ventures—to maintain its independence, stability, company culture and ethics, and management continuity. The Board also considered that the compensation/profit structure at Dodge & Cox includes a return on shareholder employees’ investment in the firm, which is vital for remaining independent and facilitating retention of management and investment professionals.

THE BENEFIT OF ECONOMIES OF SCALE

Board’s view, any consideration of economies of scale must take account of the Funds’ low fee structure and the considerable efficiencies of the Funds’ organization and fee structure that has been realized by shareholders from the time of each Fund’s inception (i.e., from the first dollar). An assessment of economies of scale must also take into account that Dodge & Cox has capped expenses when offering new funds. In addition, the Board noted that Dodge & Cox has shared economies of scale by adding or enhancing services to the Funds over time, and that the internal costs of providing investment management, up-to-date technology, administrative, legal, and compliance services to the Funds are continuing to increase. For example, Dodge & Cox has increased its global research staff and investment resources over the years to address the increased complexity of investing in multinational and non-U.S. companies. In addition, Dodge & Cox has made substantial expenditures in other staff, technology, and infrastructure to enable it to integrate credit and equity analyses and to be able to implement its strategy in a more effective and secure manner. The Board determined that the Funds provide access for small investors to high quality investment management at a relatively low cost. The Board’s decision to renew the Agreements was made after consideration of economies of scale and review of peer group fund expense ratios and historical expense ratio patterns for the Funds. The Board concluded that the current Dodge & Cox fee structure is fair and reasonable and adequately shares economies of scale that may exist.

CONCLUSION

Based on their evaluation of all material factors and assisted by the advice of independent legal counsel to the Independent Trustees, the Board, including the Independent Trustees, concluded that the advisory fee structure was fair and reasonable, that each Fund was paying a competitive fee for the services provided, that the scope and quality of Dodge & Cox’s services has provided substantial value for Fund shareholders over the long term, and that approval of the Agreements was in the best interests of each Fund and its shareholders.

FUND HOLDINGS

PROXY VOTING

HOUSEHOLD MAILINGS

Balanced Fund

For Fund literature, transactions, and account information, please visit the Funds’ website.

or write or call:

DODGE & COX FUNDS

c/o Boston Financial Data Services

P.O. Box 8422

(800) 621-3979

INVESTMENT MANAGER

Dodge & Cox

555 California Street, 40th Floor

(415) 981-1710

12/14 BF AR LOGO Printed on recycled paper

The Dodge & Cox Balanced Fund had a total return of 8.9%, compared to 10.6% for the Combined Index^(a) (a 60/40 blend of stocks and fixed income securities) for the year ending December 31, 2014. At year end, the Fund’s net assets of $15.5 billion were invested in 68.7% equities,^(b) 29.8% fixed income securities, and 1.5% cash.

MARKET COMMENTARY

U.S. equity markets were strong during 2014: the S&P 500 closed on December 31 near its record high. Utilities and Health Care were the best performing sectors in the S&P 500, while Energy was the weakest, and the only sector to post a negative return. Global oil prices dropped approximately 50% due to lower-than-expected demand growth and modestly higher-than-expected supply growth. The U.S. dollar strengthened against most major currencies, allowing American companies and consumers to pay lower prices for imported foreign goods. However, in aggregate, the stronger currency dampens profitability of U.S. multinational corporations and makes U.S. exports less competitive.

The first half of the year saw low levels of volatility, substantially declining interest rates, and strong returns among non-Treasury sectors. This relatively benign market environment gave way to a second half featuring a marked uptick in volatility, further interest rate declines (despite clear improvements in U.S. economic activity), and rising yield premiums, resulting in underperformance for corporate bonds and Agency-guaranteed^(c) mortgage-backed securities (MBS). The volatility and risk aversion in the second half were driven by the plunge in oil prices, as well as concerns that weakness among important global economies (e.g., Eurozone, China, Japan) could threaten the U.S. economic recovery and delay the Federal Reserve’s (Fed) anticipated plans to tighten monetary policy starting in 2015.

INVESTMENT STRATEGY

We continue to set the Fund’s asset allocation based on our long-term outlook for the Fund’s equity and fixed income holdings, which currently favors equities. We increased the allocation to equities by 2.9 percentage points during the year due to declining interest rates,

reasonable equity valuations, and an increase in the Fund’s position in preferred stocks (2.0% at year end).

Equity Strategy

Our disciplined investment process combines in-depth, bottom-up research and rigorous debate of ideas among our experienced investment professionals; the portfolio benefits from the collective judgment of our team. We evaluate potential investments based on a three- to five-year investment horizon and have a strict price discipline. While individual company research is the primary factor in determining the portfolio’s composition, we can identify themes that cut across many industries. Innovation is a pervasive theme in the portfolio and is factored into our analysis. We highlight examples of our current investment theses within the Information Technology and Energy sectors below.^(d)

Information Technology

In the Information Technology sector, investors can have limited visibility of future earnings because growth is often driven by innovation and disruption; companies are required to make significant investments in research & development (R&D) with uncertain outcomes. In addition, companies face intense competition, have short product cycles, and must combat product obsolescence. As a result, we typically look for companies with reasonable valuations that incorporate modest expectations, industry leadership (e.g., brand, distribution, market share), sustained R&D efforts, a strong intellectual property portfolio, and financial stability. On December 31, 23.4% of the equity portfolio was invested in the Information Technology sector compared to 19.7% of the S&P 500.^(e)

Hewlett-Packard, a long-term holding in the portfolio, is an example of how our patience, persistence, and ability to build conviction in the face of uncertainty have benefited recent performance (up 101% in 2013 and up 46% in 2014, and the largest contributor to equity portfolio results in both years). We believe that Hewlett-Packard remains an attractive investment opportunity with strong business prospects given its large valuation discount to the overall market. As the world’s largest enterprise technology company, Hewlett-Packard has a strong, well-recognized

brand and serves more than one billion end users in more than 170 countries. The company generates high, recurring free cash flow. Over our three- to five-year investment horizon, Hewlett-Packard is positioned to benefit from growth opportunities in the cloud, security, and converged network infrastructure markets. Furthermore, we believe that the competent management of the company’s operating businesses is underappreciated by the market. Current risks to the business include the possibility of expensive acquisitions, macroeconomic weakness, and competitive threats in PCs, services, and enterprise server/storage/networking. While these risks are significant, we believe that the valuation reflects an overly pessimistic outlook.

In October, the company announced plans to separate the business into two companies—Hewlett-Packard Enterprise and HP Inc.—and expects to complete the transaction by October 2015. We believe that the proposed separation could build long-term shareholder value. On December 31, Hewlett-Packard was a 4.1% position in the equity portfolio.

Energy

In the Energy sector, technological innovation has improved exploration success and oil recovery, increased efficiency of energy conservation, and reduced the environmental impact of energy extraction. We have identified attractive energy investment opportunities, especially within the Energy Equipment & Services (Oil Services) industry. The equity portfolio is overweight Oil Services compared to the S&P 500 (5.1% versus 1.4%, respectively).

Schlumberger, the world’s leading oil services company, is the most technologically-focused company among the integrated oilfield service companies, with double the R&D budget of its closest peer. We believe that its consistent spending on technology (e.g., enhanced recovery techniques, seismic interpretation, directional drilling) has provided the company with a competitive advantage that is sustainable over time. The company’s innovation efforts have enabled the industry to extract oil and gas from deepwater and shale resources that were previously cost-prohibitive or physically challenging to reach. Schlumberger is the dominant international provider in key markets, including the Middle East and Russia. The majority of its revenues come

from outside the United States, and its international business has higher margins than its U.S. operations. We believe that Schlumberger is well positioned to continue to benefit from the long-term relationships it has with international oil companies and producing nations. If the price of oil remains low, the company will face a challenging environment. Relative to competitors, its strong franchises and solid balance sheet and cash flow should allow the company to endure an extended downturn. Weighing this risk with Schlumberger’s valuation and opportunities, we believe that the company (a 2.4% position in the equity portfolio) remains an attractive investment opportunity.

Fixed Income Strategy

A valuation focus and identification of possible misalignments between market pricing and underlying fundamentals are critical elements of our fixed income investment approach. We believe these principles are key to generating attractive long-term returns. Be it at the security, issuer, or sector level, we are guided by the interaction of market opportunity and fundamental research across the fixed income market. Changes to the portfolio’s composition are a direct result of this discipline. For example, we seek to avoid those issuers where we believe the downside risks are not adequately compensated through current valuations. On the other hand, when we see attractive valuations and our research gives us confidence that creditworthiness will be maintained or improved over our investment horizon, we seek to add incremental yield to the portfolio, even during volatile times. The actions we took during the past year illustrate the degree to which valuation influences portfolio positioning.

Dynamic Credit Valuations Prompt Portfolio Shifts

Corporate bonds performed well for the first half of 2014, as solid underlying fundamentals and strong demand for higher-yielding assets contributed to narrowing yield premiums.^(f) In fact, before widening in the third quarter, corporate bond yield premiums narrowed to mid-2007 levels. We responded to these higher valuations by reducing numerous corporate holdings (amounting to 2.0% of the fixed income portfolio) through the end of September.

Later in the year, as the triple threat of plunging oil prices, global economic weakness, and overall risk aversion hit corporate and quasi-corporate (government-related) yield premiums, we reassessed the opportunity set at new, more attractive valuations. Consequently, we gradually increased the portfolio’s corporate weighting again; it ended the year at 44% of the fixed income portfolio. A particular area of interest for us has been non-U.S. issuers spanning corporate, government-related, and asset-backed security (ABS) issuers. Of note, we established new positions in two European banks (BNP Paribas and Lloyds Bank), added to Cemex, and built positions in Pemex and Rio Oil^(g) (a structured note backed by oil and gas royalties in Brazil). In the case of Rio Oil, we increased the portfolio’s weighting at a more attractive valuation (due to fourth quarter underperformance); the debt service coverage metrics and structural characteristics of the security are important to our investment thesis.

MBS Portfolio: Changes in Mix

The portfolio’s Agency MBS holdings performed well in 2014 as the Fed’s quantitative easing (QE) program, low levels of interest rate volatility, and subdued prepayments drove positive absolute returns for the year and excess returns^(h) over shorter-duration⁽ⁱ⁾ alternatives. Similar to the credit portion of the portfolio, valuation has been a key driver of shifts within the portfolio’s MBS holdings. In the past year, the portfolio’s MBS weighting remained relatively constant— ranging between 33% and 38% of the fixed income portfolio—but we made intra-sector shifts to portfolio positioning based on changes in relative valuations within the sector.

Notably, we greatly reduced the portfolio’s holdings in higher-coupon 30-year MBS by capitalizing on rich valuations and the market’s belief that prepayments would continue to be subdued. At the same time, we uncovered investment opportunities among the 15-year and 20-year sectors of the universe; together they comprise a small part of the Barclays U.S. Agg but are a growing part of the portfolio’s MBS position. These inherently defensive cash flows benefit from a short amortization schedule, which limits the range of outcomes insofar as prepayment savings must be somewhat higher for these securities relative to 30-year MBS in order to spur refinancings. Similarly, we

increased holdings in hybrid ARMs—loans that are fixed for a period of time and then become floating. The floating rate component of these loans mitigates adverse price declines due to their shorter relative durations. In addition, their prices relative to par are lower than their longer-duration, high-coupon counterparts. Lastly, we added several new ABS holdings to the portfolio during the year. The portfolio’s ABS (7% of the fixed income portfolio at year end) in general offer an attractive combination of quality collateral, robust structure, proven liquidity, and incremental yield over short-term Treasuries.

We believe that the portfolio’s current holdings in structured products, including recent shifts, improve long-term risk-adjusted total return prospects across a variety of interest rate and prepayment environments. We rely on the bottom-up valuation and fundamental research framework to help navigate future uncertainty and volatility.

Duration Discussion

The portfolio’s relative interest rate positioning over the course of 2014 was dynamic as Treasury yields shifted meaningfully. We began the year with a fixed income portfolio duration that was roughly 84% of the Barclays U.S. Agg’s, having lengthened modestly into the rising interest rates of 2013. As interest rates declined in the first half of 2014, we reversed the duration extension of 2013 to roughly 72% of the Barclays U.S. Agg’s at year end. The magnitude of interest rate declines in 2014 was unexpected, given the solid footing of the U.S. economy, the benefits of lower oil prices to the end consumer, and the Fed’s ending of QE and guidance to begin raising short-term interest rates over the coming months. It is our view that the fundamentals do not justify the current low

level of interest rates in light of the strength of the U.S. economy, even considering the potential impact of global economic weakness on the United States. Market valuations imply very low expectations for future inflation and a slow pace of rate hikes by the Fed (with a low “terminal rate”^(j)). We believe it is important to remain defensive at this time in order to mitigate the negative effect of price declines on fixed income instruments resulting from potential increases in interest rates.

IN CLOSING

In our opinion, the Fund’s equity portfolio remains well positioned to benefit from long-term global growth opportunities. The U.S. equity market remains reasonably valued: the S&P 500 traded at 15.2 times forward estimated earnings at year end, which was in line with its 10-year historical average of 15.4 times. We are optimistic about the long-term prospects for sales and earnings growth and believe that cash returned to shareholders can continue to increase. The fixed income portfolio, with its defensive duration posture and higher yield than the Barclays U.S. Agg, is positioned to soften the effects of increases in interest rates that could reduce fixed income asset values. Acknowledging that markets can be volatile in the short term, we encourage shareholders to remain focused on the long term.

Thank you for your continued confidence in our firm. As always, we welcome your comments and questions.

For the Board of Trustees,

LOGO

Chairman

Dana M. Emery,

President

^(a)

The Combined Index reflects an unmanaged portfolio (rebalanced monthly) of 60% of the S&P 500 Index, which is a market capitalization-weighted index of 500 large capitalization stocks commonly used to represent the U.S. equity market, and 40% of the Barclays U.S. Aggregate Bond Index (Barclays U.S. Agg), which is a widely recognized, unmanaged index of U.S. dollar-denominated, investment-grade, taxable fixed income securities.

^(b)

The Fund’s equity portfolio includes a 66.7% weighting in common stocks and a 2.0% weighting in preferred stocks.

^(c)

The U.S. Government does not guarantee the Fund’s shares, yield, or net asset value. The agency guarantee (by, for example, Ginnie Mae, Fannie Mae, or Freddie Mac) does not eliminate market risk.

^(d)

The use of specific examples does not imply that they are more attractive investments than the Fund’s other holdings.

^(e)

Unless otherwise specified, all weightings and characteristics are as of December 31, 2014.

^(f)

Yield premiums are one way to measure a security’s valuation. Narrowing yield premiums results in a higher valuation. Widening yield premiums results in a lower valuation.

ANNUAL PERFORMANCE REVIEW

The Fund underperformed the Combined Index by 1.8 percentage points in 2014. The Fund’s higher allocation to equities had a positive impact on relative results.

Equity Portfolio

The Fund’s holdings in the Health Care sector (up 9% compared to up 25% for the S&P 500 sector) hurt results. GlaxoSmithKline (down 16%) and Sanofi (down 13%) lagged.

The portfolio’s holdings in the Consumer Discretionary sector (up 15% compared to up 10% for the S&P 500 sector) helped returns. CarMax (up 42%), Target (up 30% since date of purchase), and Time Warner (up 30%) were strong.

Returns from holdings in the Materials sector (up 14% compared to up 6% for the S&P 500 sector) aided performance.

Fixed Income Portfolio

The portfolio’s defensive duration positioning (approximately 84% of the Barclays U.S. Agg’s duration at the start of 2014) hampered relative returns as interest rates generally declined year-over-year.

The portfolio’s overweight to corporate bonds (44% versus 22% for the Barclays U.S. Agg) detracted mildly from relative returns given the sector’s relative underperformance.

Security selection was positive, particularly among the portfolio’s non-U.S. domiciled and/or lower-rated holdings. Strong performers included Bank of America and JPMorgan capital securities, Enel, Cigna, Telecom Italia, Twenty-First Century Fox, Macy’s, and Time Warner Cable.

The portfolio’s taxable municipal holdings (5% versus 1% for the Barclays U.S. Agg) performed well, particularly State of California general obligation bonds.

Unless otherwise noted, figures cited in this section denote portfolio positioning at the beginning of the period.

KEY CHARACTERISTICS OF DODGE & COX

Independent Organization

Over 80 Years of Investment Experience

Dodge & Cox was founded in 1930. We have a stable and well-qualified team of investment professionals, most of whom have spent their entire careers at Dodge & Cox.

Experienced Investment Team

The Investment Policy Committee, which is the decision-making body for the equity portion of the Balanced Fund, is a nine-member committee with an average tenure at Dodge & Cox of 26 years. The Fixed Income Investment Policy Committee, which is the decision-making body for the Fixed Income portion of the Balanced Fund, is a nine-member committee with an average tenure of 18 years.

One Business with a Single Research Office

Dodge & Cox manages equity (domestic, international, and global), fixed income (domestic and global), and balanced investments, operating from one office in San Francisco.

Consistent Investment Approach

Our team decision-making process involves thorough, bottom-up fundamental analysis of each investment.

Long-Term Focus and Low Expenses

We invest with a three- to five-year investment horizon, which has historically resulted in low turnover relative to our peers. We manage Funds that maintain low expense ratios.

Risks: The Fund is subject to market risk, meaning stocks may decline in value for extended periods due to the financial prospects of individual companies or general market conditions. The Fund also invests in debt securities whose yields and market values fluctuate, so that an investment may be worth more or less than its original cost. Debt securities are subject to interest rate risk, credit risk, and prepayment risk, all of which could have adverse effects on the value of the Fund. A low interest rate environment creates an elevated risk of future negative returns. Financial intermediaries may restrict their market making activities for certain debt securities, which may reduce the liquidity and increase the volatility of such securities. Please read the prospectus and summary prospectus for specific details regarding the Fund’s risk profile.

LOGO

AVERAGE ANNUAL TOTAL RETURN

FOR PERIODS ENDED DECEMBER 31, 2014


	1 Year			5 Years			10 Years			20 Years

Dodge & Cox Balanced Fund		8.85	%		12.78	%		6.75	%		10.29	%
Combined Index^(a)		10.62			11.19			6.77			8.70
S&P 500		13.69			15.46			7.68			9.85
Barclays U.S. Aggregate Bond Index (Barclays U.S. Agg)		5.95			4.46			4.71			6.21

Standard & Poor’s, Standard & Poor’s 500, and S&P 500^® are trademarks of McGraw Hill Financial. Barclays^® is a trademark of Barclays Bank PLC.

^(a)

The Combined Index reflects an unmanaged portfolio (rebalanced monthly) of 60% of the S&P 500 Index, which is a market capitalization-weighted index of 500 large-capitalization stocks commonly used to represent the U.S. equity market, and 40% of the Barclays U.S. Aggregate Bond Index (Barclays U.S. Agg), which is a widely recognized, unmanaged index of U.S. dollar-denominated, investment-grade, taxable fixed income securities. The Fund may, however, invest up to 75% of its total assets in equity securities.


GENERAL INFORMATION
Net Asset Value Per Share			$102.48
Total Net Assets (billions)			$15.5
30-Day SEC Yield^(a)			1.78%
Expense Ratio			0.53%
Portfolio Turnover Rate			23%
Fund Inception			1931
No sales charges or distribution fees

Investment Manager: Dodge & Cox, San Francisco. Managed by the Investment Policy Committee, whose nine members’ average tenure at Dodge & Cox is 26 years, and by the Fixed Income Investment Policy Committee, whose nine members’ average tenure is 18 years.


EQUITY PORTFOLIO (68.7%)	Fund
Number of Equity Securities		65
Median Market Capitalization (billions)		$43
Price-to-Earnings Ratio^(b)		14.7x
Foreign Securities not in the S&P 500^(c)		7.2%


SECTOR DIVERSIFICATION (%) (FIVE LARGEST)
Financials			17.9
Information Technology			16.1
Health Care			11.3
Consumer Discretionary			10.5
Energy			5.8


TEN LARGEST EQUITY SECURITIES (%)^(d)
Hewlett-Packard Co.			2.8
Wells Fargo & Co.			2.7
Capital One Financial Corp.			2.7
JPMorgan Chase & Co.			2.7
Microsoft Corp.			2.6
Novartis AG (Switzerland)			2.2
Time Warner, Inc.			2.1
Time Warner Cable, Inc.			2.0
Charles Schwab Corp.			1.9
Bank of America Corp.			1.9


ASSET ALLOCATION

LOGO


FIXED INCOME PORTFOLIO (29.8%)	Fund
Number of Debt Securities		341
Effective Duration (years)		4.0


SECTOR DIVERSIFICATION (%)
U.S. Treasury^(e)			2.7
Government-Related			2.0
Mortgage-Related^(f)			10.0
Corporate			13.1
Asset-Backed			2.0


CREDIT QUALITY (%)^(g)
U.S. Treasury/Agency/GSE^(e)			12.8
Aaa			1.4
Aa			0.3
A			2.8
Baa			8.8
Ba			2.9
B			0.8


FIVE LARGEST CORPORATE ISSUERS (%)^(d)
Cox Enterprises, Inc.			0.6
Bank of America Corp.			0.6
Verizon Communications, Inc.			0.5
Time Warner Cable, Inc.			0.5
Macy’s, Inc.			0.4


COMMON STOCKS: 66.7%

	SHARES		VALUE
CONSUMER DISCRETIONARY: 10.1%
CONSUMER DURABLES & APPAREL: 0.4%
Coach, Inc.		1,715,036	$	64,416,752

MEDIA: 7.9%
Comcast Corp., Class A		5,054,774		293,227,440
DISH Network Corp., Class A^(a)		1,145,032		83,461,382
News Corp., Class A^(a)		728,050		11,423,104
Time Warner Cable, Inc.		2,035,883		309,576,369
Time Warner, Inc.		3,817,066		326,053,778
Time, Inc.		664,633		16,356,618
Twenty-First Century Fox, Inc.		4,832,200		185,580,641

				1,225,679,332
RETAILING: 1.8%
CarMax, Inc.^(a)		701,000		46,672,580
Liberty Interactive Corp., Series A^(a)		2,309,650		67,949,903
Liberty Ventures, Series A^(a)		328,362		12,385,815
Target Corp.		1,885,900		143,158,669

				270,166,967

				1,560,263,051
CONSUMER STAPLES: 1.8%
FOOD & STAPLES RETAILING: 1.8%
Wal-Mart Stores, Inc.		3,201,900		274,979,172

ENERGY: 5.8%
Apache Corp.		3,205,378		200,881,039
Baker Hughes, Inc.		2,497,579		140,039,255
Chevron Corp.		1,348,579		151,283,592
National Oilwell Varco, Inc.		1,480,000		96,984,400
Schlumberger, Ltd.^(b) (Curacao/United States)		2,929,021		250,167,684
Weatherford International PLC^(a),(b) (Ireland)		4,600,000		52,670,000

				892,025,970
FINANCIALS: 16.3%
BANKS: 6.8%
Bank of America Corp.		16,665,600		298,147,584
BB&T Corp.		2,889,584		112,375,922
JPMorgan Chase & Co.		2,579,900		161,450,142
SunTrust Banks, Inc.		1,384,490		58,010,131
Wells Fargo & Co.		7,698,506		422,032,099

				1,052,015,878
DIVERSIFIED FINANCIALS: 8.1%
Bank of New York Mellon Corp.		7,284,800		295,544,336
Capital One Financial Corp.		5,082,659		419,573,500
Charles Schwab Corp.		10,049,900		303,406,481
Goldman Sachs Group, Inc.		1,257,000		243,644,310

				1,262,168,627
INSURANCE: 1.4%
AEGON NV^(b) (Netherlands)		12,311,165		92,333,738
MetLife, Inc.		2,230,000		120,620,700

				212,954,438

				2,527,138,943



	SHARES		VALUE
HEALTH CARE: 11.3%
HEALTH CARE EQUIPMENT & SERVICES: 3.1%
Cigna Corp.		976,216	$	100,462,388
Express Scripts Holding Co.^(a)		1,940,000		164,259,800
Medtronic, Inc.		720,200		51,998,440
UnitedHealth Group, Inc.		1,720,762		173,951,831

				490,672,459
PHARMACEUTICALS, BIOTECHNOLOGY & LIFE SCIENCES: 8.2%
GlaxoSmithKline PLC ADR^(b) (United Kingdom)		2,008,600		85,847,564
Merck & Co., Inc.		3,327,175		188,950,268
Novartis AG ADR^(b) (Switzerland)		3,684,900		341,442,834
Pfizer, Inc.		5,248,417		163,488,189
Roche Holding AG ADR^(b) (Switzerland)		7,550,000		256,624,500
Sanofi ADR^(b) (France)		5,045,165		230,109,976

				1,266,463,331

				1,757,135,790
INDUSTRIALS: 4.4%
CAPITAL GOODS: 1.6%
Danaher Corp.		1,201,132		102,949,024
General Electric Co.		3,959,500		100,056,565
Koninklijke Philips NV^(b) (Netherlands)		1,258,599		36,499,371
NOW, Inc.^(a)		370,000		9,520,100

				249,025,060
COMMERCIAL & PROFESSIONAL SERVICES: 1.1%
ADT Corp.		2,217,717		80,347,887
Tyco International PLC^(b) (Ireland)		2,295,434		100,677,735

				181,025,622
TRANSPORTATION: 1.7%
FedEx Corp.		1,492,954		259,266,391

				689,317,073
INFORMATION TECHNOLOGY: 16.1%
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT: 0.6%
Maxim Integrated Products, Inc.		2,793,791		89,038,119

SOFTWARE & SERVICES: 7.9%
AOL, Inc.^(a)		1,019,074		47,050,647
Cadence Design Systems, Inc.^(a)		1,370,700		26,002,179
eBay, Inc.^(a)		2,813,331		157,884,136
Google, Inc., Class A^(a)		138,000		73,231,080
Google, Inc., Class C^(a)		326,000		171,606,400
Microsoft Corp.		8,494,900		394,588,105
Symantec Corp.		9,344,000		239,720,320
Synopsys, Inc.^(a)		2,503,100		108,809,757

				1,218,892,624


COMMON STOCKS (continued)

	SHARES		VALUE
TECHNOLOGY, HARDWARE & EQUIPMENT: 7.6%
Cisco Systems, Inc.		3,451,100	$	95,992,346
Corning, Inc.		6,505,000		149,159,650
EMC Corp.		4,650,000		138,291,000
Hewlett-Packard Co.		10,925,512		438,440,797
Juniper Networks, Inc.		1,748,026		39,015,940
NetApp, Inc.		3,607,187		149,517,901
Nokia Corp. ADR^(b) (Finland)		2,789,460		21,925,156
TE Connectivity, Ltd.^(b) (Switzerland)		2,280,536		144,243,902

				1,176,586,692

				2,484,517,435
MATERIALS: 0.6%
Celanese Corp., Series A		1,555,960		93,295,362

TELECOMMUNICATION SERVICES: 0.3%
Sprint Corp.^(a)		10,715,891		44,470,948

TOTAL COMMON STOCKS (Cost $6,681,561,044)			$	10,323,143,744

PREFERRED STOCKS: 2.0%
CONSUMER DISCRETIONARY: 0.4%
MEDIA: 0.4%
NBCUniversal Enterprise, Inc. 5.25%^(d)		52,710		54,686,625

FINANCIALS: 1.6%
BANKS: 1.6%
JPMorgan Chase & Co. 6.10%		254,565		253,928,587

TOTAL PREFERRED STOCKS (Cost $307,283,249)			$	308,615,212

DEBT SECURITIES: 29.8%

	PAR VALUE		VALUE
U.S. TREASURY: 2.7%
U.S. Treasury Note
0.25%, 11/30/15	$	44,480,000	$	44,478,265
1.50%, 7/31/16		71,000,000		72,073,307
0.625%, 2/15/17		56,655,000		56,495,686
0.50%, 7/31/17		102,000,000		100,820,676
1.50%, 2/28/19		44,580,000		44,593,909
1.625%, 7/31/19		95,000,000		95,140,980

				413,602,823
GOVERNMENT-RELATED: 2.0%
FEDERAL AGENCY: 0.1%
Small Business Admin. — 504 Program
Series 1996-20L 1, 6.70%, 12/1/16		164,277		169,971
Series 1997-20F 1, 7.20%, 6/1/17		278,544		292,069
Series 1997-20I 1, 6.90%, 9/1/17		438,055		460,778
Series 1998-20D 1, 6.15%, 4/1/18		445,644		464,297



	PAR VALUE		VALUE
Series 1998-20I 1, 6.00%, 9/1/18	$	373,994	$	390,321
Series 1999-20F 1, 6.80%, 6/1/19		356,020		378,922
Series 2000-20D 1, 7.47%, 4/1/20		1,333,706		1,454,043
Series 2000-20E 1, 8.03%, 5/1/20		425,296		470,076
Series 2000-20G 1, 7.39%, 7/1/20		683,481		741,388
Series 2000-20I 1, 7.21%, 9/1/20		492,380		536,244
Series 2001-20E 1, 6.34%, 5/1/21		1,282,044		1,384,978
Series 2001-20G 1, 6.625%, 7/1/21		1,387,936		1,507,618
Series 2003-20J 1, 4.92%, 10/1/23		4,377,492		4,711,380
Series 2007-20F 1, 5.71%, 6/1/27		4,724,701		5,306,113

				18,268,198
FOREIGN AGENCY: 0.6%
Export-Import Bank of Korea^(b) (South Korea) 4.00%, 1/11/17		4,350,000		4,560,236
Petroleo Brasileiro SA^(b) (Brazil)
5.375%, 1/27/21		12,710,000		11,776,705
4.375%, 5/20/23		29,800,000		25,630,384
6.25%, 3/17/24		8,400,000		7,992,936
Petroleos Mexicanos^(b) (Mexico)
4.25%, 1/15/25^(d)		22,685,000		22,537,547
6.625%, 6/15/35		3,075,000		3,551,625
6.375%, 1/23/45		17,125,000		19,394,062

				95,443,495
LOCAL AUTHORITY: 1.2%
New Jersey Turnpike Authority RB
7.414%, 1/1/40		3,350,000		5,034,179
7.102%, 1/1/41		12,436,000		18,036,304
State of California GO
7.50%, 4/1/34		13,470,000		20,024,232
7.55%, 4/1/39		16,525,000		25,501,215
7.30%, 10/1/39		13,730,000		20,224,153
7.625%, 3/1/40		8,790,000		13,492,650
State of Illinois GO
4.961%, 3/1/16		3,215,000		3,349,162
5.365%, 3/1/17		37,215,000		39,840,518
5.665%, 3/1/18		26,160,000		28,645,985

				174,148,398
SOVEREIGN: 0.1%
Spain Government International^(b) (Spain) 4.00%, 3/6/18^(d)		11,850,000		12,467,504

				300,327,595
MORTGAGE-RELATED: 10.0%
FEDERAL AGENCY CMO & REMIC: 2.5%
Dept. of Veterans Affairs
Series 1995-1 1, 7.23%, 2/15/25		471,058		536,223
Series 1995-2C 3A, 8.793%, 6/15/25		210,560		250,605
Series 2002-1 2J, 6.50%, 8/15/31		12,423,079		14,316,605
Fannie Mae
Trust 2002-33 A1, 7.00%, 6/25/32		2,334,093		2,658,880
Trust 2005-W4 1A2, 6.50%, 8/25/35		7,925,660		8,938,258


DEBT SECURITIES (continued)

	PAR VALUE		VALUE
Trust 2009-66 ET, 6.00%, 5/25/39	$	7,496,317	$	8,272,418
Trust 2009-30 AG, 6.50%, 5/25/39		4,245,705		4,606,943
Trust 2001-T7 A1, 7.50%, 2/25/41		1,971,128		2,258,922
Trust 2001-T5 A3, 7.50%, 6/19/41		757,108		869,372
Trust 2001-T4 A1, 7.50%, 7/25/41		1,921,884		2,285,515
Trust 2001-T8 A1, 7.50%, 7/25/41		1,892,469		2,130,797
Trust 2001-W3 A, 6.918%, 9/25/41		1,449,825		1,656,837
Trust 2001-T10 A2, 7.50%, 12/25/41		1,686,813		1,950,408
Trust 2013-106 MA, 4.00%, 2/25/42		13,607,398		14,311,690
Trust 2002-W6 2A1, 6.45%, 6/25/42		1,965,366		2,252,685
Trust 2002-W8 A2, 7.00%, 6/25/42		2,453,404		2,825,403
Trust 2003-W2 1A1, 6.50%, 7/25/42		3,952,282		4,549,056
Trust 2003-W2 1A2, 7.00%, 7/25/42		1,527,512		1,782,867
Trust 2003-W4 4A, 7.017%, 10/25/42		2,225,714		2,547,937
Trust 2012-121 NB, 7.00%, 11/25/42		4,010,316		4,638,095
Trust 2012-134 FK, 0.52%, 12/25/42		16,824,534		16,762,468
Trust 2013-15 FA, 0.52%, 3/25/43		23,718,628		23,774,889
Trust 2013-98 FA, 0.72%, 9/25/43		11,642,597		11,762,772
Trust 2013-92 FA, 0.72%, 9/25/43		50,120,468		50,660,215
Trust 2004-T1 1A2, 6.50%, 1/25/44		2,525,656		2,878,384
Trust 2004-W2 5A, 7.50%, 3/25/44		5,424,584		6,201,107
Trust 2004-W8 3A, 7.50%, 6/25/44		888,485		1,035,394
Trust 2009-11 MP, 7.00%, 3/25/49		9,968,681		11,352,972
Freddie Mac
Series 1078 GZ, 6.50%, 5/15/21		207,773		217,458
Series 16 PK, 7.00%, 8/25/23		3,041,208		3,388,508
Series T-48 1A4, 5.538%, 7/25/33		35,109,050		38,988,003
Series 4240 FA, 0.661%, 8/15/43		11,110,806		11,133,417
Series 314 F2, 0.771%, 9/15/43		24,282,885		24,476,520
Series T-51 1A, 6.50%, 9/25/43		236,570		270,891
Series T-59 1A1, 6.50%, 10/25/43		12,690,420		14,664,986
Series 4281 BC, 5.968%, 12/15/43		76,760,905		85,077,872

				386,285,372
FEDERAL AGENCY MORTGAGE PASS-THROUGH: 7.5%
Fannie Mae, 15 Year
4.00%, 2/1/27-5/1/27		96,213,877		102,865,811
4.50%, 1/1/25-1/1/27		25,332,098		27,363,581
6.00%, 7/1/16-3/1/22		5,895,622		6,161,944
6.50%, 8/1/15-11/1/18		6,167,069		6,426,122
7.00%, 11/1/18		452,476		471,001
7.50%, 9/1/15-8/1/17		1,186,778		1,213,869
Fannie Mae, 20 Year
4.00%, 11/1/30-12/1/34		170,740,484		183,972,259
4.50%, 1/1/31-5/1/32		81,170,139		88,581,259
6.50%, 1/1/22-10/1/26		3,278,313		3,732,996
Fannie Mae, 30 Year
4.50%, 1/1/39-9/1/41		34,727,464		38,070,483
5.50%, 7/1/33-8/1/37		24,346,184		27,381,400
6.00%, 9/1/36-6/1/38		36,579,391		41,585,451
6.50%, 12/1/28-8/1/39		48,246,393		54,988,542
7.00%, 4/1/37-8/1/37		11,851,771		13,291,166



	PAR VALUE		VALUE
Fannie Mae, Hybrid ARM
1.914%, 1/1/35	$	4,297,115	$	4,522,521
1.959%, 12/1/34		2,732,815		2,884,138
2.105%, 8/1/35		2,395,772		2,542,991
2.135%, 9/1/34		2,181,467		2,327,854
2.20%, 1/1/35		1,866,394		2,003,367
2.30%, 8/1/38		5,460,863		5,843,350
2.553%, 11/1/43		12,537,435		12,982,454
2.713%, 4/1/44		25,930,282		26,818,563
2.83%, 12/1/44		22,754,789		23,473,103
2.854%, 11/1/44		39,465,691		40,740,962
3.304%, 6/1/41		23,986,964		25,266,448
3.585%, 12/1/40		7,314,792		7,665,242
3.708%, 11/1/40		3,410,874		3,582,527
4.189%, 7/1/39		4,567,565		4,825,247
5.595%, 5/1/37		2,400,254		2,476,956
6.35%, 9/1/36		422,678		436,305
Fannie Mae, Multifamily DUS
Pool 735387, 4.878%, 4/1/15		2,711,837		2,706,955
Pool 462086, 5.355%, 11/1/15		15,119,263		15,474,352
Freddie Mac, Hybrid ARM
2.095%, 4/1/37		3,171,539		3,362,701
2.275%, 9/1/37		1,705,033		1,816,178
2.461%, 5/1/34		3,414,837		3,668,791
2.637%, 8/1/42		18,071,493		18,652,048
2.657%, 10/1/38		3,426,295		3,645,946
2.69%, 2/1/38		7,882,856		8,507,292
2.944%, 5/1/44		4,285,876		4,436,413
2.991%, 5/1/44		31,612,256		32,745,221
3.039%, 6/1/44		8,044,180		8,342,748
3.213%, 6/1/44		12,073,147		12,641,546
3.605%, 10/1/41		2,671,555		2,797,992
5.317%, 10/1/35		4,801,226		5,054,468
5.833%, 7/1/38		726,391		779,110
6.099%, 1/1/38		830,594		888,042
Freddie Mac Gold, 15 Year
4.00%, 3/1/25-11/1/26		64,042,819		68,464,756
4.50%, 9/1/24-9/1/26		18,176,896		19,627,699
6.00%, 2/1/18		776,901		810,755
6.50%, 5/1/16-9/1/18		2,865,040		2,970,551
Freddie Mac Gold, 20 Year
4.50%, 4/1/31-6/1/31		17,280,808		18,831,027
6.50%, 10/1/26		6,421,479		7,295,023
Freddie Mac Gold, 30 Year
4.50%, 9/1/41-1/1/44		109,536,781		118,769,036
5.50%, 12/1/37		1,547,934		1,739,761
6.00%, 2/1/39		4,032,725		4,593,740
6.50%, 12/1/32-4/1/33		9,808,410		11,192,339
7.00%, 11/1/37-9/1/38		9,888,997		11,021,929
7.47%, 3/17/23		129,964		145,647
7.75%, 7/25/21		430,308		478,071


DEBT SECURITIES (continued)

	PAR VALUE		VALUE
Ginnie Mae, 30 Year
7.50%, 11/15/24-10/15/25	$	1,165,744	$	1,357,537
7.97%, 4/15/20-1/15/21		594,173		646,090

				1,157,961,676

				1,544,247,048

ASSET-BACKED: 2.0%
AUTO LOAN: 0.1%
Ford Credit Auto Owner Trust Series 2014-C A3, 1.06%, 5/15/19		23,000,000		22,940,315

CREDIT CARD: 1.0%
American Express Master Trust Series 2014-3 A, 1.49%, 4/15/20		16,025,000		16,071,937
Chase Issuance Trust
Series 2013-A5 A, 0.47%, 5/15/17		12,175,000		12,173,247
Series 2012-A5 A5, 0.59%, 8/15/17		21,920,000		21,926,642
Series 2012-A8 A8, 0.54%, 10/16/17		54,983,000		54,955,013
Series 2013-A8 A8, 1.01%, 10/15/18		14,000,000		13,997,998
Series 2014-A1 A1, 1.15%, 1/15/19		18,400,000		18,396,596
Series 2014-A7 A, 1.38%, 11/15/19		23,000,000		22,911,381

				160,432,814
OTHER: 0.6%
Rio Oil Finance Trust^(b) (Brazil)
6.25%, 7/6/24^(d)		53,625,000		50,818,804
6.75%, 1/6/27^(d)		42,925,000		40,993,375

				91,812,179
STUDENT LOAN: 0.3%
SLM Student Loan Trust Securities (Private Loans)
Series 2014-A A2A, 2.59%, 1/15/26^(d)		5,250,000		5,315,210
Series 2012-B A2, 3.48%, 10/15/30^(d)		9,725,000		10,105,909
Series 2012-E A2A, 2.09%, 6/15/45^(d)		13,775,000		13,761,721
Series 2012-C A2, 3.31%, 10/15/46^(d)		10,100,000		10,471,862

				39,654,702

				314,840,010

CORPORATE: 13.1%
FINANCIALS: 4.8%
Anthem, Inc. 4.35%, 8/15/20		29,305,000		31,748,890
Bank of America Corp.
5.30%, 3/15/17		19,000,000		20,410,294
7.625%, 6/1/19		6,800,000		8,218,562
5.625%, 7/1/20		5,030,000		5,727,108
4.20%, 8/26/24		9,325,000		9,499,611
6.625%, 5/23/36^(c)		37,275,000		45,166,594
Barclays PLC^(b) (United Kingdom) 4.375%, 9/11/24		23,275,000		22,479,278
BNP Paribas SA^(b) (France) 4.25%, 10/15/24		31,175,000		31,560,011



	PAR VALUE		VALUE
Boston Properties, Inc.
5.875%, 10/15/19	$	7,960,000	$	9,117,583
5.625%, 11/15/20		3,850,000		4,392,661
3.85%, 2/1/23		7,800,000		8,097,001
3.125%, 9/1/23		17,550,000		17,136,434
3.80%, 2/1/24		11,175,000		11,484,201
Capital One Financial Corp.
4.75%, 7/15/21		759,000		836,523
3.50%, 6/15/23		49,579,000		50,107,165
Cigna Corp.
5.125%, 6/15/20		1,820,000		2,028,244
7.65%, 3/1/23		9,705,000		12,402,825
7.875%, 5/15/27		21,888,000		29,905,859
8.30%, 1/15/33		8,845,000		12,090,016
Citigroup, Inc.
6.125%, 11/21/17		22,890,000		25,526,104
7.875%, 10/30/40^(c)		43,080,925		45,803,639
Equity Residential
4.625%, 12/15/21		14,054,000		15,375,217
3.00%, 4/15/23		14,775,000		14,409,939
General Electric Co.
5.50%, 1/8/20		25,095,000		28,723,135
4.375%, 9/16/20		8,475,000		9,282,125
4.625%, 1/7/21		5,750,000		6,408,893
4.65%, 10/17/21		9,825,000		11,074,042
Health Net, Inc. 6.375%, 6/1/17		13,275,000		14,337,000
HSBC Holdings PLC^(b) (United Kingdom)
5.10%, 4/5/21		3,625,000		4,097,693
6.50%, 5/2/36		30,190,000		38,774,043
6.50%, 9/15/37		15,315,000		19,678,029
JPMorgan Chase & Co. 8.75%, 9/1/30^(c)		23,042,000		33,281,243
Lloyds Banking Group PLC^(b) (United Kingdom) 4.50%, 11/4/24		11,550,000		11,655,555
Navient Corp.
3.875%, 9/10/15		7,625,000		7,682,188
6.00%, 1/25/17		14,285,000		14,963,537
4.625%, 9/25/17		9,550,000		9,693,250
8.45%, 6/15/18		11,855,000		13,218,325
Royal Bank of Scotland Group PLC^(b) (United Kingdom)
6.125%, 12/15/22		48,416,000		52,696,265
6.00%, 12/19/23		5,750,000		6,223,789
Unum Group
7.19%, 2/1/28		8,305,000		10,104,212
7.25%, 3/15/28		2,030,000		2,575,418
6.75%, 12/15/28		11,368,000		14,003,398

				741,995,899


DEBT SECURITIES (continued)

	PAR VALUE		VALUE
INDUSTRIALS: 7.9%
AT&T, Inc.
6.55%, 2/15/39	$	7,675,000	$	9,460,021
5.35%, 9/1/40		26,250,000		28,424,051
Becton, Dickinson and Co. 3.734%, 12/15/24		5,725,000		5,891,924
Boston Scientific Corp.
6.25%, 11/15/15		1,055,000		1,099,135
6.40%, 6/15/16		24,811,000		26,553,253
Burlington Northern Santa Fe LLC^(f)
8.251%, 1/15/21		763,430		888,394
4.967%, 4/1/23		7,320,404		7,963,260
3.85%, 9/1/23		2,150,000		2,267,850
5.72%, 1/15/24		9,705,500		11,078,409
5.342%, 4/1/24		10,305,402		11,349,854
5.629%, 4/1/24		15,837,333		17,870,234
Cemex SAB de CV^(b) (Mexico)
6.50%, 12/10/19^(d)		22,500,000		23,051,250
6.00%, 4/1/24^(d)		10,575,000		10,310,625
5.70%, 1/11/25^(d)		12,475,000		12,100,750
Comcast Corp.
6.30%, 11/15/17		5,865,000		6,642,916
5.875%, 2/15/18		4,475,000		5,034,925
Cox Enterprises, Inc.
5.875%, 12/1/16^(d)		19,245,000		20,808,310
3.25%, 12/15/22^(d)		15,740,000		15,454,146
2.95%, 6/30/23^(d)		37,166,000		35,640,038
3.85%, 2/1/25^(d)		19,625,000		19,809,809
CSX Corp.
9.75%, 6/15/20		5,231,000		6,924,494
Dillard’s, Inc.
7.13%, 8/1/18		3,606,000		4,038,720
7.875%, 1/1/23		8,660,000		10,002,300
7.75%, 7/15/26		50,000		55,625
7.75%, 5/15/27		540,000		603,450
7.00%, 12/1/28		15,135,000		16,043,100
Dow Chemical Co.
8.55%, 5/15/19		21,553,000		26,795,681
7.375%, 11/1/29		17,000,000		22,630,706
9.40%, 5/15/39		9,677,000		15,701,252
5.25%, 11/15/41		3,845,000		4,146,894
FedEx Corp.
8.00%, 1/15/19		6,965,000		8,478,968
6.72%, 7/15/23		11,169,454		13,068,261
Ford Motor Credit Co. LLC^(f)
5.625%, 9/15/15		11,000,000		11,351,505
8.125%, 1/15/20		8,320,000		10,305,643
5.75%, 2/1/21		17,700,000		20,282,996
5.875%, 8/2/21		11,350,000		13,140,894
4.25%, 9/20/22		9,593,000		10,178,797
4.375%, 8/6/23		3,775,000		4,035,645
HCA Holdings, Inc.
6.375%, 1/15/15		10,375,000		10,375,000
6.50%, 2/15/16		43,180,000		45,069,125



	PAR VALUE		VALUE
Hewlett-Packard Co. 3.30%, 12/9/16	$	14,955,000	$	15,448,964
Kinder Morgan, Inc. 4.30%, 6/1/25		36,515,000		36,637,508
Lafarge SA^(b) (France)
6.20%, 7/9/15^(d)		4,600,000		4,705,340
6.50%, 7/15/16		35,915,000		38,249,475
Liberty Interactive Corp.
8.50%, 7/15/29		9,462,000		10,360,890
8.25%, 2/1/30		7,291,000		7,874,280
Macy’s, Inc.
6.90%, 4/1/29		4,282,000		5,450,494
6.90%, 1/15/32		49,699,000		64,663,021
6.70%, 7/15/34		1,390,000		1,776,977
Naspers, Ltd.^(b) (South Africa) 6.00%, 7/18/20^(d)		21,900,000		23,925,750
Norfolk Southern Corp. 9.75%, 6/15/20		7,224,000		9,632,236
Reed Elsevier PLC^(b) (United Kingdom)
8.625%, 1/15/19		4,901,000		5,994,565
3.125%, 10/15/22		22,133,000		21,907,775
Sprint Corp. 6.00%, 12/1/16		15,150,000		15,847,279
Telecom Italia SPA^(b) (Italy)
6.999%, 6/4/18		17,100,000		18,981,000
7.175%, 6/18/19		27,527,000		31,518,415
7.20%, 7/18/36		11,596,000		12,465,700
7.721%, 6/4/38		7,062,000		7,874,130
Time Warner Cable, Inc.
8.75%, 2/14/19		25,265,000		31,274,356
8.25%, 4/1/19		33,815,000		41,394,396
Time Warner, Inc.
7.625%, 4/15/31		36,348,000		50,674,019
7.70%, 5/1/32		14,374,000		20,418,569
Twenty-First Century Fox, Inc.
6.40%, 12/15/35		5,355,000		6,989,132
6.15%, 3/1/37		15,000,000		18,799,590
6.65%, 11/15/37		1,638,000		2,187,156
Union Pacific Corp.
5.866%, 7/2/30		27,509,089		32,163,316
6.176%, 1/2/31		9,781,123		11,714,362
Verizon Communications, Inc.
5.15%, 9/15/23		10,250,000		11,318,388
4.15%, 3/15/24		12,750,000		13,199,233
6.55%, 9/15/43		38,476,000		49,293,489
Vulcan Materials Co.
6.50%, 12/1/16		704,000		749,760
7.50%, 6/15/21		20,340,000		23,696,100
Xerox Corp.
6.35%, 5/15/18		28,585,000		32,321,631
5.625%, 12/15/19		5,645,000		6,344,257
4.50%, 5/15/21		19,161,000		20,476,383

				1,231,256,146


DEBT SECURITIES (continued)

	PAR VALUE			VALUE
UTILITIES: 0.4%
Dominion Resources, Inc. 5.75%, 10/1/54	$	21,175,000		$	22,094,313
Enel SPA^(b) (Italy)
6.80%, 9/15/37^(d)		18,700,000			23,908,885
6.00%, 10/7/39^(d)		8,550,000			10,045,985
8.75%, 9/24/73^(d)		925,000			1,074,156

					57,123,339

					2,030,375,384

TOTAL DEBT SECURITIES (Cost $4,337,303,190)				$	4,603,392,860

SHORT-TERM INVESTMENTS: 2.8%
MONEY MARKET FUND: 0.1%
SSgA U.S. Treasury Money Market Fund		15,782,522			15,782,522

REPURCHASE AGREEMENT: 2.7%
Fixed Income Clearing Corporation^(e) 0.01%, dated 12/31/14, due 1/2/15, maturity value $416,144,231		416,144,000			416,144,000

TOTAL SHORT-TERM INVESTMENTS (Cost $431,926,522)				$	431,926,522

TOTAL INVESTMENTS (Cost $11,758,074,005)		101.3	%	$	15,667,078,338
OTHER ASSETS LESS LIABILITIES		(1.3	%)		(202,000,772	)

NET ASSETS		100.0	%	$	15,465,077,566

^(a)	Non-income producing

^(b)	Security denominated in U.S. dollars

^(c)	Cumulative preferred security

^(d)

Security exempt from registration under Rule 144A of the Securities Act of 1933. The security may be resold in transactions exempt from registration, normally to qualified institutional buyers. As of December 31, 2014, all such securities in total represented $421,993,601 or 2.7% of net assets. These securities have been deemed liquid by Dodge & Cox, investment manager, pursuant to procedures approved by the Fund’s Board of Trustees.

^(e)	Repurchase agreement is collateralized by Freddie Mac 1.375%, 5/1/20 and U.S. Treasury Note 1.000%-3.375%, 10/31/19-5/31/20. Total collateral value is $424,469,056.

^(f)	Subsidiary (see below)

Debt securities are grouped by parent company unless otherwise noted. Actual securities may be issued by the listed parent company or one of its subsidiaries.

ADR: American Depositary Receipt

ARM: Adjustable Rate Mortgage

CMO: Collateralized Mortgage Obligation

DUS: Delegated Underwriting and Servicing

GO: General Obligation

RB: Revenue Bond

REMIC: Real Estate Mortgage Investment Conduit

FUTURES CONTRACTS


Description	Number of Contracts		Expiration Date		Notional Amount			Unrealized Appreciation/ (Depreciation)
10 Year U.S. Treasury Note—Short Position		1,386		Mar 2015	$	(175,740,469	)	$	(1,101,897	)

Long-Term U.S. Treasury Bond—Short Position		877		Mar 2015		(144,869,437	)		(6,569,841	)

								$	(7,671,738	)


STATEMENT OF ASSETS AND LIABILITIES

	December 31, 2014
ASSETS:
Investments, at value (cost $11,758,074,005)	$	15,667,078,338
Cash held at broker		4,446,143
Receivable for investments sold		9,352,308
Receivable for Fund shares sold		20,902,842
Dividends and interest receivable		51,848,304
Prepaid expenses and other assets		92,952

		15,753,720,887

LIABILITIES:
Payable for investments purchased		35,418,791
Payable for Fund shares redeemed		245,011,031
Payable to broker for variation margin		604,656
Management fees payable		6,636,039
Accrued expenses		972,804

		288,643,321

NET ASSETS	$	15,465,077,566

NET ASSETS CONSIST OF:
Paid in capital	$	11,446,593,341
Undistributed net investment income		3,500,381
Undistributed net realized gain		113,647,176
Net unrealized appreciation		3,901,336,668

	$	15,465,077,566

Fund shares outstanding (par value $0.01 each, unlimited shares authorized)		150,911,685
Net asset value per share	$	102.48

STATEMENT OF OPERATIONS
	Year Ended December 31, 2014
INVESTMENT INCOME:
Dividends (net of foreign taxes of $5,222,465)	$	211,836,695
Interest (net of foreign taxes of $9,973)		165,994,824

		377,831,519

EXPENSES:
Management fees		74,717,761
Custody and fund accounting fees		307,954
Transfer agent fees		2,089,806
Professional services		290,761
Shareholder reports		315,032
Proxy expenses		510,237
Registration fees		199,582
Trustees’ fees		258,072
Miscellaneous		397,502

		79,086,707

NET INVESTMENT INCOME		298,744,812


REALIZED AND UNREALIZED GAIN (LOSS):
Net realized gain (loss)
Investments		415,313,084
Treasury futures contracts		(15,394,027	)
Net change in unrealized appreciation/depreciation
Investments		575,589,650
Treasury futures contracts		(8,579,947	)

Net realized and unrealized gain		966,928,760

NET INCREASE IN NET ASSETS FROM OPERATIONS	$	1,265,673,572


STATEMENT OF CHANGES IN NET ASSETS

	Year Ended December 31, 2014			Year Ended December 31, 2013
OPERATIONS:
Net investment income	$	298,744,812		$	247,794,566
Net realized gain		399,919,057			1,099,230,936
Net change in unrealized appreciation/depreciation		567,009,703			1,975,952,682

		1,265,673,572			3,322,978,184


DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income		(298,877,158	)		(246,397,862	)
Net realized gain		(359,115,663	)		(9,642,637	)

Total distributions		(657,992,821	)		(256,040,499	)


FUND SHARE TRANSACTIONS:
Proceeds from sale of shares		1,944,425,723			1,558,477,176
Reinvestment of distributions		624,013,075			242,306,286
Cost of shares redeemed		(2,114,967,089	)		(2,681,100,500	)

Net increase/(decrease) from Fund share transactions		453,471,709			(880,317,038	)

Total increase in net assets		1,061,152,460			2,186,620,647

NET ASSETS:
Beginning of year		14,403,925,106			12,217,304,459

End of year (including undistributed net investment income of $3,500,381 and $3,632,727, respectively)	$	15,465,077,566		$	14,403,925,106


SHARE INFORMATION:
Shares sold		19,199,410			17,648,446
Distributions reinvested		6,142,973			2,717,903
Shares redeemed		(20,958,749	)		(30,347,088	)

Net increase/(decrease) in shares outstanding		4,383,634			(9,980,739	)

NOTE 1—ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Dodge & Cox Balanced Fund (the “Fund”) is one of the series constituting the Dodge & Cox Funds (the “Trust” or the “Funds”). The Trust is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The Fund commenced operations on June 26, 1931, and seeks regular income, conservation of principal, and an opportunity for long-term growth of principal and income. Risk considerations and investment strategies of the Fund are discussed in the Fund’s Prospectus.

Security valuation The Fund’s net assets are valued as of the close of trading on the New York Stock Exchange (NYSE), generally 4:00 p.m. Eastern Time, each day that the NYSE is open for business. Portfolio securities and other financial instruments for which market quotes are readily available are valued at market value. Listed securities are generally valued using the official quoted close price or the last sale on the exchange that is determined to be the primary market for the security. Debt securities (including certain preferred stocks) are valued based on prices received from independent pricing services which utilize both dealer-supplied valuations and pricing models. Pricing models may consider quoted prices for similar securities, interest rates, prepayment speeds, and credit risk. Exchange-traded derivatives are valued at the settlement price determined by the relevant exchange. Security values are not discounted based on the size of the Fund’s position. Securities for which market quotations are not readily available are valued at fair value as determined in good faith by or under the direction of the Board of Trustees. Short-term securities less than 60 days to maturity may be valued at amortized cost if amortized cost approximates current value. All securities held by the Fund are denominated in U.S. dollars.

The Board of Trustees has delegated authority to Dodge & Cox, the Fund’s investment manager, to make

fair value determinations in accordance with the Dodge & Cox Funds Valuation Policies (“Valuation Policies”), subject to Board oversight. Dodge & Cox has established a Pricing Committee that is comprised of representatives from Treasury, Legal, Compliance, and Operations. The Pricing Committee is responsible for implementing the Valuation Policies, including determining the fair value of securities when market quotations or market-based valuations are not readily available or are deemed unreliable. The Pricing Committee considers relevant indications of value that are reasonably available to it in determining the fair value assigned to a particular security, such as the value of similar financial instruments, trading volumes, contractual restrictions on disposition, related corporate actions, and changes in economic conditions.

debt securities held by the Fund to meet their obligations may be affected by economic developments in a specific industry, state, or region. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectibility of interest is reasonably assured.

Distributions to shareholders are recorded on the ex-dividend date.

Futures Contracts Futures contracts involve an obligation to purchase or sell (depending on whether the Fund has entered a long or short futures contract, respectively) an asset at a future date, at a price set at the time of the contract. Upon entering into a futures contract, the Fund is required to deposit an amount of cash or liquid assets (referred to as initial margin) in a segregated account with the clearing broker. Subsequent payments (referred to as variation margin) to and from the clearing broker are made on a daily basis based on changes in the market value of the contracts. Futures contracts are traded publicly and their market value changes daily. Changes in the market value of open futures contracts are recorded as unrealized appreciation or depreciation in the Statement of Operations. Realized gains and losses on

futures contracts are recorded in the Statement of Operations at the closing or expiration of futures contracts. Cash deposited with a broker as initial margin is recorded on the Statement of Assets and Liabilities. A receivable and/or payable to brokers for daily variation margin is also recorded on the Statement of Assets and Liabilities.

Investments in futures contracts may include certain risks, which may be different from, and potentially greater than, those of the underlying securities. To the extent the Fund uses futures, it is exposed to additional volatility and potential losses resulting from leverage.

The Fund has entered into short Treasury futures contracts to assist with the management of the portfolio’s interest rate exposure. During the year ended December 31, 2014, these Treasury futures contracts had notional values ranging from less than 1% to 2% of net assets.

NOTE 2—VALUATION MEASUREMENTS

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below.

Level 1: Quoted prices in active markets for identical securities

Level 2: Other significant observable inputs (including quoted prices for similar securities, market indices, interest rates, credit risk, etc.)

Level 3: Significant unobservable inputs (including Fund management’s assumptions in determining the fair value of 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 is a summary of the inputs used to value the Fund’s holdings at December 31, 2014:


Classification^(a)	LEVEL 1 (Quoted Prices)			LEVEL 2 (Other Significant Observable Inputs)
Securities
Common Stocks^(b)	$	10,323,143,744		$	—
Preferred Stocks		—			308,615,212
Debt Securities
U.S. Treasury		413,602,823			—
Government-Related		—			300,327,595
Mortgage-Related		—			1,544,247,048
Asset-Backed		—			314,840,010
Corporate		—			2,030,375,384
Short-term Investments
Money Market Fund		15,782,522			—
Repurchase Agreement		—			416,144,000

Total Securities	$	10,752,529,089		$	4,914,549,249


Other Financial Instruments
Treasury Futures Contracts	$	(7,671,738	)^(c)	$	—

^(a)	There were no transfers between Level 1 and Level 2 during the year ended December 31, 2014. There were no Level 3 securities at December 31, 2014 and 2013, and there were no transfers to Level 3 during the year.

^(b)	All common stocks held in the Fund are Level 1 securities. For a detailed break-out of common stocks by major industry classification, please refer to the Portfolio of Investments.

^(c)	Represents net unrealized appreciation/(depreciation).

NOTE 3—RELATED PARTY TRANSACTIONS

NOTE 4—INCOME TAX INFORMATION AND DISTRIBUTIONS TO SHAREHOLDERS

Book/tax differences are primarily due to differing treatments of wash sales, net short-term realized gain (loss), and Treasury futures contracts. At December 31, 2014, the cost of investments for federal income tax purposes was $11,758,074,013.

Distributions during the years noted below were characterized as follows for federal income tax purposes:


	Year Ended December 31, 2014		Year Ended December 31, 2013
Ordinary income		$357,296,853		$246,397,862
		($2.417 per share)		($1.650 per share)

Long-term capital gain		$300,695,968		$9,642,637
		($2.020 per share)		($0.066 per share)

At December 31, 2014, the tax basis components of distributable earnings were as follows:


Unrealized appreciation	$	4,050,646,600
Unrealized depreciation		(141,642,275	)

Net unrealized appreciation		3,909,004,325
Undistributed ordinary income		7,212,239
Undistributed long-term capital gain		102,267,661

NOTE 5—LOAN FACILITIES

All Funds in the Trust participate in a $500 million committed credit facility (Line of Credit) with State Street Bank and Trust Company, to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The maximum amount available to the Fund is $250 million. Each Fund pays an annual commitment fee on its pro-rata portion of the Line of Credit. The Fund’s commitment fee for the year ended December 31, 2014, amounted to $40,653 and is reflected as a Miscellaneous Expense in the Statement of Operations. Interest on borrowings is charged at the prevailing rate. There were no borrowings on the Line of Credit during the year.

NOTE 6—PURCHASES AND SALES OF INVESTMENTS

For the year ended December 31, 2014, purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $2,857,656,227 and $2,317,949,019, respectively. For the year ended December 31, 2014, purchases and sales of U.S. government securities aggregated $1,224,875,718 and $952,607,970, respectively.

NOTE 7—ACCOUNTING PRONOUNCEMENTS

NOTE 8—SUBSEQUENT EVENTS

To the Trustees of Dodge & Cox Funds and Shareholders of Dodge & Cox Balanced Fund

In our opinion, the accompanying statement of assets and liabilities, including the portfolio of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Dodge & Cox Balanced Fund (the “Fund”, one of the series constituting Dodge & Cox Funds) at December 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as financial statements) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2014, by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

SPECIAL 2014 TAX INFORMATION

(unaudited)

The following information is provided pursuant to provisions of the Internal Revenue Code:

The Fund designates $213,675,904 of its distributions paid to shareholders in 2014 as qualified dividends (treated for federal income tax purposes in the hands of shareholders as taxable at a maximum rate of 20%).

For shareholders that are corporations, the Fund designates 37% of its ordinary dividends paid to shareholders in 2014 as dividends from domestic corporations eligible for the corporate dividends received deduction, provided that the shareholder otherwise satisfies applicable requirements to claim that deduction.

BOARD APPROVAL OF FUNDS’ INVESTMENT MANAGEMENT AGREEMENTS AND MANAGEMENT FEES

(unaudited)

INFORMATION RECEIVED

NATURE, QUALITY, AND EXTENT OF THE SERVICES

In the area of administrative and shareholder services, the Board considered the excellent quality of Dodge & Cox’s work in areas such as compliance, legal services, trading, proxy voting, technology, oversight of the Funds’ transfer agent and cus todian, tax compliance, and shareholder communication through its website and other means. The Board also noted Dodge & Cox’s diligent disclosure policy, its favorable compliance record, and its reputation as a trusted, shareholder-friendly mutual fund family.

INVESTMENT PERFORMANCE

COSTS AND ANCILLARY BENEFITS

incurred by the Funds for the services they receive (including the management fee paid to Dodge & Cox) are reasonable and that the fees are acceptable based upon the qualifications, experience, reputation, and performance of Dodge & Cox and the low overall expense ratios of the Funds.

continuing to increase. The Board concluded that the profitability of Dodge & Cox’s relationship with the Funds (including fall-out benefits) was fair and reasonable.

THE BENEFIT OF ECONOMIES OF SCALE

CONCLUSION

Based on their evaluation of all material factors and assisted by the advice of independent legal counsel to the Independent Trustees, the Board, including the

Independent Trustees, concluded that the advisory fee structure was fair and reasonable, that each Fund was paying a competitive fee for the services provided, that the scope and quality of Dodge & Cox’s services has provided substantial value for Fund shareholders over the long term, and that approval of the Agreements was in the best interests of each Fund and its shareholders.

FUND HOLDINGS

The Fund provides a complete list of its holdings four times each fiscal year, as of the end of each quarter. The Fund files the lists with the SEC on Form N-CSR (second and fourth quarters) and Form N-Q (first and third quarters). Shareholders may view the Fund’s Forms N-CSR and N-Q on the SEC’s website at www.sec.gov. Forms N-CSR and N-Q may also be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operations of the Public Reference Room may be obtained by calling 202-551-8090 (direct) or 800-732-0330 (general SEC number). A list of the Fund’s quarter-end holdings is also available at www.dodgeandcox.com on or about 15 days following each quarter end and remains available on the website until the list is updated in the subsequent quarter.

PROXY VOTING

HOUSEHOLD MAILINGS

Income Fund

For Fund literature, transactions, and account

information, please visit the Funds’ website.

or write or call:

DODGE & COX FUNDS

c/o Boston Financial Data Services

P.O. Box 8422

(800) 621-3979

INVESTMENT MANAGER

Dodge & Cox

555 California Street, 40th Floor

(415) 981-1710

12/14 IF AR LOGO Printed on recycled paper

The Dodge & Cox Income Fund had a total return of 5.5% for the year ending December 31, 2014, compared to a total return of 6.0% for the Barclays U.S. Aggregate Bond Index (Barclays U.S. Agg). At year end, the Fund had net assets of $39.1 billion with a cash position of 2.9%.

MARKET COMMENTARY

The year 2014 can best be described as a tale of two halves, the combination of which delivered a robust 6% return^(a) for the investment-grade bond market. The first half of the year saw low levels of volatility, substantially declining interest rates, and strong returns among non-Treasury sectors. This relatively benign market environment gave way to a second half featuring a marked uptick in volatility, further interest rate declines (despite clear improvements in U.S. economic activity), and rising yield premiums, resulting in underperformance for corporate bonds and Agency-guaranteed^(b) mortgage-backed securities (MBS). The volatility and risk aversion in the second half were driven by a plunge in oil prices, which declined by approximately 50%, as well as concerns that weakness among important global economies (e.g., Eurozone, China, Japan) could threaten the U.S. economic recovery and delay the Federal Reserve’s (Fed) anticipated plans to tighten monetary policy starting in 2015.

Although the U.S. economy struggled early in the year largely due to extreme winter weather, the economic picture brightened as the year progressed. Particularly noteworthy were improvements in labor market conditions, highlighted by a six-year low in the unemployment rate (5.6%, released just after year end) and the highest level of job creation in 15 years. In addition, consumer spending, consumer sentiment, and activity in the manufacturing and service sectors all increased. One major outlier was the housing market, which remained sluggish despite extremely low mortgage rates. The Fed left short-term interest rates near zero throughout 2014 but announced the conclusion to its third asset-purchase program in October. Through its post-meeting communications, the Fed has set the stage for beginning to normalize the stance of monetary policy in 2015. Despite this, some market participants question the likelihood of a 2015 start to the tightening cycle in light of low inflation (in the United States and globally) and a weaker outlook for global growth.

For the year, the U.S. Treasury sector generated a 5.0% return. Investment-grade corporate bonds returned 7.5% but underperformed Treasuries by half a percent on an “excess return”^(c) basis, due entirely to poor second-half performance. While the fundamental backdrop for credit remained generally healthy, the uptick in volatility contributed to the sector’s underperformance, led lower by commodity-related issuers. As energy-related issuers constitute a large component of the high yield universe, below investment-grade corporate bonds also performed poorly. Agency MBS returned 6.1% for the year and outperformed comparable-duration^(d) Treasuries by 0.4 percentage points for the year (notwithstanding poor second-half performance) amid a relatively stable prepayment environment.

INVESTMENT STRATEGY

A focus on valuation is a critical element of our investment approach. “Valuation” refers to a price (and a corresponding yield) that reflects current market opinion on the risks and potential return of an investment. For Dodge & Cox, a “focus on valuation” means we are disciplined in seeking investment opportunities where we believe the current market consensus either understates the potential return or overstates the potential risks of a security. The ability to identify misalignments between market pricing and underlying fundamentals, be it at the security, issuer, or sector level, is key to generating attractive long-term returns. The gradual changes we make to the Fund’s composition are a direct result of this discipline. For example, we avoid issuers when we believe the downside risks are significant and not adequately compensated through current valuations. On the other hand, when we see attractive relative value and our research gives us confidence that creditworthiness will be maintained or improved over our investment horizon, we seek to add incremental yield to the portfolio, even during volatile times. The actions we took during the past year illustrate the degree to which valuation influences Fund positioning.

Dynamic Credit Valuations Prompt Portfolio Shifts

Corporate bonds performed well for the first half of 2014, as solid underlying fundamentals and strong demand for higher-yielding assets contributed to declining yield

premiums.^(e) In fact, before widening in the third quarter, corporate bond yield premiums narrowed to mid-2007 levels. We responded to less compelling valuations by reducing numerous corporate holdings (amounting to 9% of the Fund) through the end of September. The trims were evenly split between the Financials and Industrials sub-sectors, driven by our assessment of issue- and issuer-level relative value within and across these segments. For example, Time Warner Cable agreed in February to be acquired by Comcast, triggering significant price improvement in its bonds and providing an excellent opportunity to reduce the Fund’s exposure to the combined entities. We also selectively reduced certain issuers when we felt inadequately compensated for the risk of activities (such as debt-financed share repurchases) which could lead to greater leverage. Within Financials, we continued to gradually reduce the Fund’s overall weighting, which peaked in mid-2012, in light of fuller valuations. For several holdings (e.g., Royal Bank of Scotland, Bank of America), we lowered issuer-level weightings and shifted the mix of holdings from senior debt to subordinated debt. These shifts reflected our view that, for these issuers, the additional yield offered by the subordinated debt provided adequate compensation for higher risk of loss in an adverse outcome, which we believed was remote due to their enhanced capital levels.

Later in the year, as the triple threat of plunging oil prices, global economic weakness, and overall risk aversion hit corporate and quasi-corporate (government-related) yield premiums, we reassessed the opportunity set at new, more attractive valuations. Consequently, we gradually increased the Fund’s corporate weighting again; it ended the year at 39%. A particular area of interest for us has been non-U.S. issuers^(f) spanning corporate, government-related, and asset-backed security (ABS) issuers. Our industry, credit, and sovereign analysts closely follow companies, industries, and countries across the globe. This analysis is critical as we assess specific areas of the market where negative market sentiment may have caused valuations to deteriorate more than fundamentals warrant. Of note, we established new positions in two European banks (BNP Paribas and Lloyds Bank), added to Cemex, and built positions in Pemex and Rio Oil^(g) (a structured note backed by oil and gas royalties in Brazil).

In the case of Rio Oil, we modestly increased the Fund’s weighting at a more attractive valuation (due to fourth quarter underperformance); the debt service coverage metrics and structural characteristics of the security are important to our investment thesis.

Elsewhere in the credit portfolio, we reduced the Fund’s holdings in the general obligation bonds of the states of California and Illinois following strong performance. While taxable municipal securities now constitute a smaller part of the Fund (5% at the end of 2014 versus 7% at the peak in 2012), we continue to view their risk/reward trade-off favorably, with attractive diversification benefits and better downside protection compared to corporate alternatives. We remain constructive on credit (corporate bonds and government-related securities) given valuations that, while not quite as attractive as at other points in recent years, continue to provide adequate compensation for attendant risks. As always, we continuously monitor the interaction between relative valuation and fundamentals within and across the credit market in order to take advantage of new opportunities as they arise.

MBS Portfolio: Changes in Mix

The Fund’s Agency MBS holdings performed well in 2014 as the Fed’s quantitative easing (QE) program, low levels of interest rate volatility, and subdued prepayments drove positive absolute returns for the year and excess returns over shorter-duration alternatives. Similar to the credit portion of the Fund, valuation has been a key driver of shifts within the Fund’s MBS portfolio. In the past year, the Fund’s MBS weighting remained relatively constant—ranging between 33% and 37%—but we made intra-sector shifts to Fund positioning based on changes in relative valuations within the sector.

Notably, we greatly reduced the Fund’s holdings in higher-coupon 30-year MBS by capitalizing on rich valuations and the market’s belief that prepayments would continue to be subdued. At the same time, we uncovered investment opportunities among the 15-year and 20-year sectors of the universe; together they comprise a small part of the Barclays U.S. Agg but are a growing part of the Fund’s portfolio. These inherently defensive cash flows benefit from a short amortization schedule, which limits

the range of outcomes insofar as prepayment savings must be somewhat higher for these securities relative to 30-year MBS in order to spur refinancings. Similarly, we increased holdings in hybrid ARMs—loans that are fixed for a period of time and then become floating. The floating rate component of these loans mitigates adverse price declines due to their shorter relative durations. In addition, their prices relative to par are lower than their longer-duration, high-coupon counterparts. Lastly, we added several new ABS holdings to the Fund during the year. The Fund’s ABS (7% at year end) in general offer an attractive combination of quality collateral, robust structure, proven liquidity, and incremental yield over short-term Treasuries.

We believe that the Fund’s current holdings in structured products, including recent shifts, improve long-term risk-adjusted total return prospects across a variety of interest rate and prepayment environments. We rely on the bottom-up valuation and fundamental research framework to help navigate future uncertainty and volatility.

Duration Discussion

The Fund’s relative interest rate positioning over the course of 2014 was dynamic as Treasury yields shifted meaningfully. We began the year with a Fund duration that was roughly 80% of the Barclays U.S. Agg’s, having lengthened modestly into the rising interest rates of 2013. As interest rates declined in the first half of 2014, we reversed the duration extension of 2013 to roughly 70% of the Barclays U.S. Agg’s at year end. The magnitude of interest rate declines in 2014 was unexpected, given the solid footing of the U.S. economy, the benefits of lower oil prices to the end consumer, and the Fed’s ending of QE and guidance to begin raising short-term interest rates over the coming months. It is our view that the fundamentals do not justify the current low level of interest rates in light of the strength of the U.S. economy, even considering the potential impact of global economic weakness on the United States. Market valuations imply very low expectations for future inflation and a slow pace of rate hikes by the Fed (with a low “terminal rate”^(h)). We believe it is important to remain defensive at this time in order to mitigate the negative effect of price declines on fixed income instruments resulting from potential increases in interest rates.

IN CLOSING

As we mark the passing of an eventful year, we acknowledge the growth of the Income Fund, with significant inflows particularly in the fourth quarter. We have invested inflows of nearly $9 billion over the past three months, representing a 30% increase in Fund assets, and welcome new shareholders to the Fund alongside our many longstanding investors. We have been able to invest new assets promptly, reaching desired portfolio targets even in a somewhat liquidity-challenged environment. However, Dodge & Cox will continue to carefully monitor inflows. We seek to be proactive in protecting the interests of existing shareholders and are prepared to take steps to manage the pace of growth if needed. We envision no near-term issues with investment capacity given the massive breadth of the fixed income markets and the large number of issuers and securities covered by our investment team.

Thank you for your continued confidence in our firm. As always, we welcome your comments and questions.

For the Board of Trustees,

LOGO

Chairman

Dana M. Emery,

President

^(a)

Sector returns as calculated and reported by Barclays.

^(b)

The U.S. Government does not guarantee the Fund’s shares, yield, or net asset value. The agency guarantee (by, for example, Ginnie Mae, Fannie Mae, or Freddie Mac) does not eliminate market risk.

^(c)

“Excess returns” refers to duration-adjusted returns for a given sector; it is calculated and reported by Barclays.

^(d)

Duration is a measure of a bond’s (or a bond portfolio’s) price sensitivity to changes in interest rates.

^(e)

Yield premiums are one way to measure a security’s valuation. Narrowing yield premiums results in a higher valuation. Widening yield premiums results in a lower valuation.

^(f)

The Fund held 13% in U.S. dollar-denominated securities of non-U.S. issuers as of December 31, 2014.

^(g)

Rio Oil is an asset-backed security but is discussed here in relation to the Fund’s increase in non-U.S. issuers.

^(h)

“Terminal rate” refers to the ending Fed funds rate at the conclusion of the Fed’s tightening cycle.

ANNUAL PERFORMANCE REVIEW

The Fund underperformed the Barclays U.S. Agg by 0.5 percentage points in 2014.

Key Detractors from Relative Results

The Fund’s defensive duration positioning (approximately 80% of the Barclays U.S. Agg’s duration at the start of 2014) hampered relative returns as interest rates generally declined year-over-year.

The Fund’s overweight to corporate bonds (47% versus 22% for the Barclays U.S. Agg) detracted mildly from relative returns given the sector’s relative underperformance.

The Fund’s Agency MBS holdings lagged longer-duration alternatives such as the MBS in the Barclays U.S. Agg due to compositional differences, although they outperformed similar short-duration Treasuries.

Key Contributors to Relative Results

Security selection was positive, particularly among the Fund’s non-U.S. domiciled* and/or lower-rated holdings. Strong performers included Bank of America and JPMorgan capital securities, Enel, Kingdom of Spain, Macy’s, Telecom Italia, Time Warner Cable, and Twenty-First Century Fox.

The Fund’s taxable municipal holdings (6% versus 1% for the Barclays U.S. Agg) performed well, particularly State of California general obligation bonds.

The Fund’s nominal yield advantage benefited returns.

The Fund held 13.3% in non-U.S. domiciled securities as of 12/31/14; all of the Fund’s non-U.S. holdings are denominated in U.S. dollars.

Unless otherwise noted, figures cited in this section denote Fund positioning at the beginning of the period.

KEY CHARACTERISTICS OF DODGE & COX

Independent Organization

Over 80 Years of Investment Experience

Dodge & Cox was founded in 1930. We have a stable and well-qualified team of investment professionals, most of whom have spent their entire careers at Dodge & Cox.

Experienced Investment Team

The Fixed Income Investment Policy Committee, which is the decision-making body for the Income Fund, is a nine-member committee with an average tenure at Dodge & Cox of 18 years.

One Business with a Single Research Office

Dodge & Cox manages equity (domestic, international, and global), fixed income (domestic and global), and balanced investments, operating from one office in San Francisco.

Consistent Investment Approach

Our team decision-making process involves thorough, bottom-up fundamental analysis of each investment.

Long-Term Focus and Low Expenses

We invest with a three- to five-year investment horizon, which has historically resulted in low turnover relative to our peers. We manage Funds that maintain low expense ratios.

Risks: The Fund invests in debt securities whose yields and market values fluctuate, so that an investment may be worth more or less than its original cost. Debt securities are subject to interest rate risk, credit risk, and prepayment risk, all of which could have adverse effects on the value of the Fund. A low interest rate environment creates an elevated risk of future negative returns. Financial intermediaries may restrict their market making activities for certain debt securities, which may reduce the liquidity and increase the volatility of such securities. Please read the prospectus and summary prospectus for specific details regarding the Fund’s risk profile.

LOGO

AVERAGE ANNUAL TOTAL RETURN

FOR PERIODS ENDED DECEMBER 31, 2014


	1 Year			5 Years			10 Years			20 Years

Dodge & Cox Income Fund		5.48	%		5.17	%		5.28	%		6.69	%
Barclays U.S. Aggregate Bond Index (Barclays U.S. Agg)		5.95			4.46			4.71			6.21


GENERAL INFORMATION
Net Asset Value Per Share			$13.78
Total Net Assets (billions)			$39.1
30-Day SEC Yield^(a)			2.59%
2013 Expense Ratio (per 5/1/14 Prospectus)			0.43%
2014 Expense Ratio			0.44%
Portfolio Turnover Rate			27%
Fund Inception			1989
No sales charges or distribution fees

Investment Manager: Dodge & Cox, San Francisco. Managed by the Fixed Income Investment Policy Committee, whose nine members’ average tenure at Dodge & Cox is 18 years.


PORTFOLIO CHARACTERISTICS	Fund		Barclays U.S. Agg
Number of Debt Securities		884		9,079
Effective Duration (years)		3.9		5.6


FIVE LARGEST CORPORATE ISSUERS (%)^(b)	Fund
Bank of America Corp.		2.0
Verizon Communications, Inc.		1.9
Cox Enterprises, Inc.		1.8
Time Warner, Inc.		1.6
Citigroup, Inc.		1.4


CREDIT QUALITY (%)^(c)	Fund			Barclays U.S. Agg
U.S. Treasury/Agency/GSE^(d)		45.2			68.0
Aaa		4.5			4.7
Aa		1.2			3.7
A		9.8			11.7
Baa		25.8			11.9
Ba		8.3			0.0
B		2.3			0.0
Caa		0.0	^(e)		0.0
Cash Equivalents		2.9			0.0


ASSET ALLOCATION

LOGO


SECTOR DIVERSIFICATION (%)	Fund		Barclays U.S. Agg
U.S. Treasury^(d)		11.1		35.8
Government-Related		7.0		9.5
Mortgage-Related^(f)		33.8		28.8
Corporate		38.7		23.3
Asset-Backed/Commercial Mortgage-Backed^(g)		6.5		2.6
Cash Equivalents		2.9		0.0


MATURITY DIVERSIFICATION (%)^(d)	Fund		Barclays U.S. Agg
0-1 Years to Maturity		5.1		0.0
1-5		49.9		45.6
5-10		28.8		40.2
10-15		2.0		1.5
15-20		4.3		1.8
20-25		6.7		3.3
25 and Over		3.2		7.6


DEBT SECURITIES: 97.1%

	PAR VALUE		VALUE
U.S. TREASURY: 11.1%
U.S. Treasury Note
0.75%, 3/15/17	$	525,000,000	$	524,794,725
0.875%, 5/15/17		750,000,000		750,175,500
0.50%, 7/31/17		621,000,000		613,819,998
0.625%, 9/30/17		600,000,000		593,296,800
1.50%, 8/31/18		750,000,000		753,456,750
1.50%, 2/28/19		496,995,000		497,150,062
1.625%, 7/31/19		600,000,000		600,890,400

				4,333,584,235
GOVERNMENT-RELATED: 7.0%
FEDERAL AGENCY: 0.4%
Small Business Admin. — 504 Program
Series 1995-20A 1, 8.50%, 1/1/15		6,673		6,674
Series 1995-20C 1, 8.10%, 3/1/15		11,572		11,710
Series 1997-20E 1, 7.30%, 5/1/17		60,817		63,467
Series 1997-20H 1, 6.80%, 8/1/17		14,680		15,256
Series 1997-20J 1, 6.55%, 10/1/17		185,116		194,641
Series 1997-20L 1, 6.55%, 12/1/17		8,023		8,362
Series 1998-20B 1, 6.15%, 2/1/18		22,961		23,862
Series 1998-20C 1, 6.35%, 3/1/18		687,227		716,138
Series 1998-20H 1, 6.15%, 8/1/18		370,739		386,915
Series 1998-20L 1, 5.80%, 12/1/18		196,249		208,727
Series 1999-20C 1, 6.30%, 3/1/19		191,916		203,032
Series 1999-20E 1, 6.30%, 5/1/19		5,777		6,155
Series 1999-20G 1, 7.00%, 7/1/19		345,431		367,307
Series 1999-20I 1, 7.30%, 9/1/19		164,143		175,938
Series 2000-20C 1, 7.625%, 3/1/20		10,747		11,657
Series 2000-20G 1, 7.39%, 7/1/20		7,251		7,865
Series 2001-20G 1, 6.625%, 7/1/21		1,673,623		1,817,940
Series 2001-20L 1, 5.78%, 12/1/21		4,486,848		4,838,861
Series 2002-20A 1, 6.14%, 1/1/22		31,763		34,262
Series 2002-20L 1, 5.10%, 12/1/22		1,313,686		1,416,649
Series 2003-20G 1, 4.35%, 7/1/23		80,435		84,790
Series 2004-20L 1, 4.87%, 12/1/24		1,904,557		2,040,091
Series 2005-20B 1, 4.625%, 2/1/25		3,302,681		3,505,235
Series 2005-20D 1, 5.11%, 4/1/25		150,479		163,602
Series 2005-20E 1, 4.84%, 5/1/25		5,484,847		5,900,775
Series 2005-20G 1, 4.75%, 7/1/25		5,522,446		5,889,107
Series 2005-20H 1, 5.11%, 8/1/25		76,231		82,538
Series 2005-20I 1, 4.76%, 9/1/25		6,613,336		7,057,020
Series 2006-20A 1, 5.21%, 1/1/26		6,617,034		7,147,224
Series 2006-20B 1, 5.35%, 2/1/26		2,110,910		2,282,940
Series 2006-20C 1, 5.57%, 3/1/26		9,247,616		10,137,509
Series 2006-20G 1, 6.07%, 7/1/26		18,175,471		20,400,283
Series 2006-20H 1, 5.70%, 8/1/26		146,842		163,013
Series 2006-20I 1, 5.54%, 9/1/26		302,294		331,498
Series 2006-20J 1, 5.37%, 10/1/26		5,950,798		6,465,170
Series 2006-20L 1, 5.12%, 12/1/26		4,509,240		4,893,743
Series 2007-20A 1, 5.32%, 1/1/27		10,997,531		12,142,212
Series 2007-20C 1, 5.23%, 3/1/27		16,762,515		18,431,102
Series 2007-20D 1, 5.32%, 4/1/27		16,891,819		18,646,417
Series 2007-20G 1, 5.82%, 7/1/27		10,961,541		12,253,743

				148,533,430



	PAR VALUE		VALUE
FOREIGN AGENCY: 1.9%
Export-Import Bank of Korea^(c) (South Korea) 4.00%, 1/11/17	$	19,780,000	$	20,735,967
Petroleo Brasileiro SA^(c) (Brazil)
5.75%, 1/20/20		43,955,000		42,407,960
5.375%, 1/27/21		187,220,000		173,472,435
4.375%, 5/20/23		38,625,000		33,220,590
6.25%, 3/17/24		80,805,000		76,889,190
Petroleos Mexicanos^(c) (Mexico)
4.875%, 1/18/24		109,415,000		113,682,185
4.25%, 1/15/25^(b)		89,415,000		88,833,803
6.625%, 6/15/35		58,625,000		67,711,875
5.50%, 6/27/44^(b)		36,075,000		36,796,500
6.375%, 1/23/45		86,255,000		97,683,787

				751,434,292
LOCAL AUTHORITY: 4.5%
L.A. Unified School District GO
5.75%, 7/1/34		5,235,000		6,606,047
6.758%, 7/1/34		153,490,000		213,866,827
New Jersey Turnpike Authority RB
7.414%, 1/1/40		31,485,000		47,313,769
7.102%, 1/1/41		123,498,000		179,112,854
New Valley Generation 4.929%, 1/15/21		383,260		425,694
State of California GO
7.50%, 4/1/34		158,646,000		235,839,971
7.55%, 4/1/39		200,880,000		309,996,007
7.30%, 10/1/39		83,765,000		123,385,007
7.625%, 3/1/40		85,165,000		130,728,275
7.60%, 11/1/40		61,410,000		95,819,865
State of Illinois GO
4.961%, 3/1/16		54,290,000		56,555,522
5.365%, 3/1/17		186,245,000		199,384,585
5.665%, 3/1/18		170,335,000		186,521,935

				1,785,556,358
SOVEREIGN: 0.2%
Spain Government International^(c) (Spain) 4.00%, 3/6/18^(b)		74,765,000		78,661,004

				2,764,185,084
MORTGAGE-RELATED: 33.8%
FEDERAL AGENCY CMO & REMIC: 5.0%
Dept. of Veterans Affairs
Series 1995-2D 4A, 9.293%, 5/15/25		163,346		197,288
Series 1997-2 Z, 7.50%, 6/15/27		11,473,267		13,077,103
Series 1998-2 2A, 8.727%, 8/15/27		43,200		51,245
Series 1998-1 1A, 8.214%, 3/15/28		274,439		321,132
Fannie Mae
Trust 2014-M13 ASQ2, 1.637%, 11/25/17		65,099,373		65,547,061
Trust 1998-58 PX, 6.50%, 9/25/28		537,571		598,326
Trust 1998-58 PC, 6.50%, 10/25/28		2,777,284		3,092,994


DEBT SECURITIES (continued)

	PAR VALUE		VALUE
Trust 2001-69 PQ, 6.00%, 12/25/31	$	3,306,541	$	3,640,935
Trust 2002-33 A1, 7.00%, 6/25/32		2,795,099		3,184,035
Trust 2002-69 Z, 5.50%, 10/25/32		458,876		508,207
Trust 2008-24 GD, 6.50%, 3/25/37		3,475,223		3,851,784
Trust 2009-30 AG, 6.50%, 5/25/39		18,086,409		19,625,255
Trust 2009-53 QM, 5.50%, 5/25/39		4,943,185		5,326,262
Trust 2009-40 TB, 6.00%, 6/25/39		8,790,605		9,609,520
Trust 2001-T3 A1, 7.50%, 11/25/40		151,003		176,088
Trust 2010-123 WT, 7.00%, 11/25/40		67,633,737		76,304,856
Trust 2001-T7 A1, 7.50%, 2/25/41		101,372		116,173
Trust 2001-T5 A2, 6.99%, 6/19/41		60,214		68,164
Trust 2001-T5 A3, 7.50%, 6/19/41		289,343		332,246
Trust 2001-T4 A1, 7.50%, 7/25/41		2,695,161		3,205,099
Trust 2011-58 AT, 4.00%, 7/25/41		15,553,820		16,230,271
Trust 2001-T10 A1, 7.00%, 12/25/41		3,033,605		3,538,785
Trust 2013-106 MA, 4.00%, 2/25/42		30,561,096		32,142,877
Trust 2002-T12 A3, 7.50%, 5/25/42		57,935		67,837
Trust 2002-90 A1, 6.50%, 6/25/42		6,185,855		7,044,997
Trust 2002-W6 2A1, 6.45%, 6/25/42		3,600,316		4,126,649
Trust 2002-W8 A2, 7.00%, 6/25/42		2,022,255		2,328,881
Trust 2002-T16 A3, 7.50%, 7/25/42		4,450,684		5,047,646
Trust 2003-W2 1A2, 7.00%, 7/25/42		9,575,114		11,175,786
Trust 2003-W4 3A, 6.575%, 10/25/42		3,141,992		3,566,224
Trust 2012-121 NB, 7.00%, 11/25/42		2,139,059		2,473,909
Trust 2003-7 A1, 6.50%, 12/25/42		5,036,998		5,690,296
Trust 2003-W1 2A, 6.552%, 12/25/42		3,585,875		4,123,566
Trust 2012-133 HF, 0.52%, 12/25/42		57,462,905		57,234,261
Trust 2012-133 JF, 0.52%, 12/25/42		19,875,617		19,985,052
Trust 2012-134 FD, 0.52%, 12/25/42		1,560,501		1,548,333
Trust 2012-134 FT, 0.52%, 12/25/42		80,800,670		81,416,775
Trust 2012-148 LF, 0.47%, 1/25/43		67,674,840		67,119,500
Trust 2013-6 FL, 0.57%, 2/25/43		178,414,507		180,077,865
Trust 2013-15 FA, 0.52%, 3/25/43		2,130,526		2,135,579
Trust 2013-98 FA, 0.72%, 9/25/43		53,199,441		53,748,566
Trust 2013-101 CF, 0.77%, 10/25/43		26,391,392		26,695,949
Trust 2013-101 FE, 0.77%, 10/25/43		42,105,207		42,588,828
Trust 2004-T1 1A2, 6.50%, 1/25/44		3,210,853		3,659,275
Trust 2004-W2 2A2, 7.00%, 2/25/44		180,629		207,262
Trust 2004-W2 5A, 7.50%, 3/25/44		8,561,212		9,786,741
Trust 2004-W8 3A, 7.50%, 6/25/44		6,313,576		7,357,507
Trust 2004-W14 1AF, 0.57%, 7/25/44		2,161,615		2,124,649
Trust 2004-W15 1A2, 6.50%, 8/25/44		1,426,413		1,587,863
Trust 2005-W1 1A3, 7.00%, 10/25/44		7,967,957		9,146,625
Trust 2001-79 BA, 7.00%, 3/25/45		995,061		1,160,626
Trust 2006-W1 1A1, 6.50%, 12/25/45		653,227		738,940
Trust 2006-W1 1A2, 7.00%, 12/25/45		5,010,175		5,811,252
Trust 2006-W1 1A3, 7.50%, 12/25/45		87,767		101,736
Trust 2006-W1 1A4, 8.00%, 12/25/45		5,754,797		6,880,614
Trust 2007-W10 1A, 6.294%, 8/25/47		23,194,047		26,004,701
Trust 2007-W10 2A, 6.297%, 8/25/47		6,671,359		7,533,799



	PAR VALUE		VALUE
Freddie Mac
Series 2456 CJ, 6.50%, 6/15/32	$	292,017	$	327,368
Series 3312 AB, 6.50%, 6/15/32		5,469,472		6,162,197
Series T-41 2A, 6.088%, 7/25/32		343,330		397,645
Series 2587 ZU, 5.50%, 3/15/33		9,319,741		10,069,794
Series 2610 UA, 4.00%, 5/15/33		3,101,656		3,236,488
Series T-48 1A, 5.652%, 7/25/33		3,574,427		4,045,669
Series 2708 ZD, 5.50%, 11/15/33		36,423,195		40,325,940
Series 3330 GZ, 5.50%, 6/15/37		10,146,553		10,936,401
Series 4091 JF, 0.661%, 6/15/41		35,441,306		35,634,107
Series 4120 YF, 0.511%, 10/15/42		88,110,787		87,805,571
Series 4122 FP, 0.561%, 10/15/42		46,543,680		46,573,933
Series 309 F4, 0.691%, 8/15/43		93,432,650		94,509,874
Series 311 F1, 0.711%, 8/15/43		129,860,371		131,476,110
Series 4240 FA, 0.661%, 8/15/43		22,472,652		22,518,384
Series T-51 1A, 6.50%, 9/25/43		80,434		92,103
Series 4259 FA, 0.661%, 10/15/43		41,727,062		42,072,186
Series 4281 BC, 5.968%, 12/15/43		209,428,788		232,120,188
Series 4283 DW, 5.996%, 12/15/43		126,715,000		141,684,983
Series 4283 EW, 5.928%, 12/15/43		77,420,658		85,240,609
Series 4310 FA, 0.711%, 2/15/44		3,304,559		3,335,443
Series 4319 MA, 6.174%, 3/15/44		38,337,000		42,718,612

				1,962,327,400
FEDERAL AGENCY MORTGAGE PASS-THROUGH: 28.8%
Fannie Mae, 10 Year 6.00%, 11/1/16		844,460		871,937
Fannie Mae, 15 Year
3.50%, 8/1/26-9/1/28		636,689,589		673,348,395
4.00%, 9/1/25-5/1/27		209,114,551		223,535,355
5.00%, 9/1/25		103,749,320		113,275,079
5.50%, 1/1/18-7/1/25		282,434,743		309,676,631
6.00%, 7/1/16-3/1/23		113,312,817		122,095,432
6.50%, 5/1/16-12/1/19		12,941,586		13,524,044
7.00%, 11/1/17		27,783		28,694
7.50%, 8/1/17		431,859		442,279
Fannie Mae, 20 Year
4.00%, 9/1/30-12/1/34		1,623,142,673		1,746,752,674
4.50%, 3/1/29-1/1/34		955,582,749		1,041,108,797
6.00%, 6/1/27-2/1/28		7,791,464		8,835,693
6.50%, 4/1/19-10/1/24		9,433,105		10,741,419
Fannie Mae, 30 Year
4.50%, 6/1/36-8/1/44		686,976,791		749,585,451
5.00%, 7/1/37		21,541,133		23,792,902
5.50%, 2/1/33-11/1/39		358,447,013		403,752,956
6.00%, 11/1/28-2/1/39		332,899,962		376,215,902
6.50%, 12/1/32-8/1/39		157,275,006		178,208,464
7.00%, 4/1/32-2/1/39		146,045,838		163,739,935
Fannie Mae, 40 Year 4.50%, 1/1/52		17,602,226		18,946,220
Fannie Mae, Hybrid ARM
1.794%, 8/1/34		2,767,062		2,929,358
1.853%, 10/1/34		3,399,312		3,591,935


DEBT SECURITIES (continued)

	PAR VALUE		VALUE
1.87%, 1/1/35	$	4,145,708	$	4,388,901
1.877%, 6/1/43		7,478,684		7,664,843
1.898%, 8/1/35		3,088,698		3,294,259
1.907%, 7/1/35		2,188,410		2,316,323
1.945%, 11/1/35		3,123,167		3,293,221
1.947%, 9/1/43		17,045,196		17,484,361
1.958%, 7/1/35		2,327,677		2,464,220
1.962%, 8/1/35		10,446,304		11,260,081
2.006%, 4/1/35		4,936,898		5,236,580
2.085%, 7/1/35		2,805,634		3,018,777
2.12%, 9/1/34		4,150,358		4,357,169
2.129%, 1/1/37		5,146,015		5,481,060
2.151%, 10/1/38		10,725,198		11,464,465
2.168%, 10/1/35		3,921,279		4,211,778
2.182%, 1/1/36		5,602,199		6,012,449
2.189%, 12/1/35		2,514,090		2,687,280
2.205%, 10/1/38		6,196,707		6,552,759
2.215%, 11/1/36		3,339,325		3,543,931
2.248%, 10/1/35		3,019,068		3,227,432
2.25%, 6/1/35-7/1/35		3,854,244		4,097,775
2.256%, 7/1/34		3,797,936		4,036,533
2.259%, 1/1/36		7,052,629		7,517,155
2.267%, 9/1/35		3,540,270		3,783,516
2.268%, 8/1/34		872,993		929,623
2.27%, 10/1/33		3,846,126		4,106,416
2.273%, 12/1/36		4,417,098		4,705,069
2.317%, 8/1/35		5,924,497		6,371,213
2.341%, 2/1/44		6,121,021		6,291,121
2.374%, 9/1/38		1,229,775		1,332,008
2.383%, 9/1/42		21,246,119		21,733,222
2.425%, 2/1/43		27,017,202		27,703,101
2.493%, 5/1/44		33,237,677		34,222,483
2.496%, 11/1/42		17,598,359		18,030,545
2.499%, 10/1/44		13,143,639		13,408,366
2.51%, 1/1/35		2,005,091		2,151,757
2.609%, 2/1/37		12,272,982		13,218,797
2.675%, 10/1/44		26,483,210		27,236,958
2.69%, 4/1/44		35,441,077		36,644,370
2.708%, 2/1/43		15,136,289		15,853,945
2.718%, 11/1/43		32,212,995		33,010,673
2.726%, 12/1/44		13,474,419		13,875,364
2.747%, 11/1/44		10,018,975		10,324,894
2.751%, 10/1/44		22,288,281		22,978,596
2.752%, 12/1/44		10,056,953		10,354,745
2.758%, 9/1/44		23,534,102		24,272,360
2.786%, 11/1/44		18,098,649		18,661,516
2.788%, 9/1/44		22,653,516		23,382,646
2.799%, 10/1/44		22,296,154		23,006,415
2.802%, 12/1/44		66,800,028		68,542,529
2.813%, 10/1/44		72,291,906		74,626,197
2.823%, 12/1/44		31,058,559		32,122,815
2.829%, 8/1/44		23,945,221		24,721,990
2.831%, 10/1/44		40,075,307		41,369,917
2.835%, 10/1/44		24,594,735		25,389,347



	PAR VALUE		VALUE
2.84%, 8/1/44	$	64,128,701	$	66,575,619
2.85%, 10/1/44		29,763,185		30,731,567
2.856%, 2/1/44		13,893,111		14,344,225
2.86%, 11/1/44		39,950,771		41,253,266
2.864%, 11/1/44		39,049,097		40,338,947
2.869%, 7/1/44		35,628,076		36,828,931
2.892%, 10/1/44		11,306,573		11,694,760
2.906%, 9/1/44		10,261,404		10,613,530
2.909%, 10/1/44		23,453,213		24,354,804
2.91%, 9/1/44		81,776,016		84,629,142
2.914%, 9/1/43		15,336,352		15,823,099
2.916%, 7/1/44		25,685,439		26,590,525
2.924%, 11/1/44		39,827,134		41,167,629
2.928%, 8/1/44		15,915,673		16,476,407
2.946%, 10/1/44		49,065,865		50,803,678
2.955%, 4/1/44		14,649,005		15,198,754
2.956%, 7/1/44		21,708,754		22,471,186
2.969%, 10/1/44-11/1/44		67,522,707		69,958,227
2.971%, 4/1/44		14,070,491		14,587,252
2.973%, 7/1/44		14,222,212		14,741,958
3.003%, 9/1/44		44,057,990		45,709,980
3.03%, 8/1/44		20,226,695		21,005,542
3.198%, 10/1/38		2,777,132		2,949,763
3.463%, 7/1/41		98,678,502		104,338,856
4.123%, 12/1/39		4,829,824		5,110,623
4.964%, 4/1/38		1,129,337		1,208,913
4.981%, 5/1/38		4,243,094		4,512,052
5.217%, 8/1/37		866,735		924,285
5.50%, 6/1/39		1,981,136		2,109,820
5.512%, 11/1/37		2,818,666		3,017,400
5.596%, 4/1/37		760,485		805,136
5.621%, 7/1/36		71,458		72,397
5.878%, 12/1/36		1,673,133		1,792,936
5.889%, 8/1/37		4,747,809		5,112,150
Fannie Mae, Multifamily DUS
Pool AL6028, 2.84%, 7/1/21		6,657,361		6,867,741
Pool 735745, 5.003%, 1/1/17		42,115		42,077
Pool 745629, 5.205%, 1/1/18		221,239		230,948
Pool 462084, 5.275%, 11/1/15		104,308		105,462
Pool 888559, 5.452%, 6/1/17		21,077,465		22,571,580
Pool 888015, 5.526%, 11/1/16		34,936,011		36,959,179
Pool 745936, 6.08%, 8/1/16		769,290		813,700
Freddie Mac, Hybrid ARM
1.79%, 1/1/36		4,027,942		4,250,090
1.996%, 8/1/36		4,437,648		4,680,814
2.066%, 2/1/38		13,621,834		14,418,758
2.095%, 4/1/37		1,984,226		2,103,823
2.125%, 10/1/35-7/1/37		23,296,008		24,799,613
2.159%, 1/1/36		4,861,145		5,171,300
2.195%, 3/1/37		6,104,890		6,474,612
2.219%, 4/1/37		3,373,906		3,534,636
2.242%, 8/1/35		2,775,478		2,966,206
2.25%, 1/1/35-6/1/38		11,140,598		11,904,738
2.279%, 9/1/33		10,314,292		11,011,355


DEBT SECURITIES (continued)

	PAR VALUE		VALUE
2.294%, 4/1/38	$	11,338,988	$	12,154,501
2.298%, 8/1/34		1,644,055		1,760,922
2.327%, 9/1/35		4,330,730		4,642,441
2.343%, 1/1/37		4,377,426		4,685,566
2.368%, 10/1/38		4,180,148		4,467,977
2.37%, 8/1/35-1/1/36		16,570,501		17,781,633
2.375%, 2/1/34-2/1/35		11,888,876		12,664,119
2.38%, 3/1/35		2,150,110		2,291,429
2.436%, 4/1/38		13,621,385		14,635,088
2.441%, 4/1/36		6,698,028		7,208,124
2.47%, 7/1/43		14,699,734		15,229,292
2.657%, 10/1/38		1,687,546		1,795,731
2.763%, 10/1/43		5,501,932		5,650,353
2.793%, 9/1/44		23,281,611		23,988,858
2.842%, 9/1/44-11/1/44		39,408,644		40,622,511
2.843%, 11/1/44		29,943,359		30,869,379
2.845%, 1/1/45		23,256,104		23,983,799
2.85%, 10/1/44		43,172,570		44,505,237
2.857%, 10/1/44		30,296,293		31,242,790
2.885%, 6/1/44		15,628,089		16,165,207
2.907%, 8/1/44		20,101,242		20,768,935
2.933%, 12/1/44		47,116,214		48,671,877
2.936%, 12/1/44		39,786,297		41,163,356
2.943%, 11/1/44		20,950,388		21,656,119
2.959%, 1/1/44		13,678,716		14,166,669
2.971%, 11/1/44		19,279,485		19,952,128
2.982%, 11/1/44-12/1/44		62,321,537		64,559,245
2.986%, 9/1/44		18,307,914		18,956,953
3.002%, 11/1/44		31,858,158		32,990,419
3.022%, 10/1/44		29,362,743		30,436,762
3.035%, 10/1/44		32,433,671		33,636,504
3.041%, 5/1/44		256,489,056		266,075,332
3.046%, 7/1/44		15,677,643		16,252,476
3.05%, 8/1/44		25,343,578		26,293,600
3.091%, 4/1/44		20,513,372		21,259,438
3.103%, 6/1/44		52,155,740		54,177,281
3.104%, 7/1/44		19,286,374		20,035,336
3.114%, 8/1/44		26,648,048		27,622,588
3.152%, 4/1/44		8,757,917		9,112,326
3.196%, 1/1/44		13,810,362		14,425,414
3.597%, 6/1/41		14,865,997		15,629,957
3.716%, 9/1/41		20,239,711		21,518,381
5.011%, 6/1/38		2,507,110		2,661,777
5.442%, 11/1/39		6,337,328		6,743,421
5.794%, 1/1/38		2,196,570		2,338,383
6.127%, 10/1/37		1,795,957		1,910,184
6.172%, 12/1/36		2,449,995		2,621,799
Freddie Mac Gold, 10 Year 6.00%, 9/1/16		327,478		336,912
Freddie Mac Gold, 15 Year
4.00%, 6/1/26-6/1/27		496,907,208		530,956,674
4.50%, 3/1/25-6/1/26		33,604,752		36,293,094
5.50%, 10/1/20-12/1/24		18,087,897		19,616,311
6.00%, 8/1/16-11/1/23		36,623,474		39,851,619
6.50%, 5/1/16-9/1/18		3,892,909		4,044,245



	PAR VALUE		VALUE
Freddie Mac Gold, 20 Year
4.00%, 9/1/31-11/1/34	$	367,167,578	$	394,708,215
4.50%, 5/1/30-1/1/34		230,673,649		251,407,874
6.00%, 7/1/25-12/1/27		44,580,794		50,458,073
6.50%, 7/1/21-10/1/26		5,428,073		6,166,480
Freddie Mac Gold, 30 Year
4.50%, 3/1/39-7/1/44		447,629,274		487,684,818
5.50%, 3/1/34-12/1/38		127,022,321		143,013,374
6.00%, 2/1/33-2/1/39		53,740,475		61,187,563
6.50%, 12/1/32-10/1/38		30,782,304		34,857,326
7.00%, 4/1/31-11/1/38		8,299,067		9,385,500
7.90%, 2/17/21		515,931		567,416
Ginnie Mae, 30 Year
7.00%, 5/15/28		529,214		613,221
7.50%, 9/15/17-5/15/25		1,924,201		2,234,452
7.80%, 6/15/20-1/15/21		438,073		474,359
7.85%, 1/15/21-10/15/21		8,401		8,494
8.00%, 9/15/20		8,866		9,881

				11,245,590,927
PRIVATE LABEL CMO & REMIC: 0.0%^(f)
GSMPS Mortgage Loan Trust Series 2004-4 1A4, 8.50%, 6/25/34^(b)		5,662,253		6,114,628

				13,214,032,955
ASSET-BACKED: 6.5%
AUTO LOAN: 0.3%
Ford Credit Auto Owner Trust Series 2014-C A3, 1.06%, 5/15/19		9,025,000		9,001,580
Toyota Auto Recievables Owner Trust
Series 2014-C A3, 0.93%, 7/16/18		100,000,000		99,966,900
Series 2014-C A4, 1.44%, 4/15/20		20,975,000		20,978,587

				129,947,067
CREDIT CARD: 3.6%
American Express Master Trust
Series 2014-2 A, 1.26%, 1/15/20		10,900,000		10,876,456
Series 2014-3 A, 1.49%, 4/15/20		375,450,000		376,549,693
Series 2014-4 A, 1.43%, 6/15/20		179,201,000		178,873,241
Chase Issuance Trust
Series 2012-A3 A3, 0.79%, 6/15/17		24,011,000		24,042,646
Series 2012-A5 A5, 0.59%, 8/15/17		66,332,000		66,352,099
Series 2012-A8 A8, 0.54%, 10/16/17		358,637,000		358,454,454
Series 2006-A2 A2, 5.16%, 4/16/18		17,465,000		18,320,593
Series 2013-A8 A8, 1.01%, 10/15/18		11,740,000		11,738,321
Series 2014-A1 A1, 1.15%, 1/15/19		85,181,000		85,165,241
Series 2014-A6 A6, 1.26%, 7/15/19		24,285,000		24,209,814
Series 2014-A7 A, 1.38%, 11/15/19		242,130,000		241,197,073

				1,395,779,631
OTHER: 2.0%
Rio Oil Finance Trust^(c) (Brazil)
6.25%, 7/6/24^(b)		469,500,000		444,931,065
6.75%, 1/6/27^(b)		368,775,000		352,180,125

				797,111,190


DEBT SECURITIES (continued)

	PAR VALUE		VALUE
STUDENT LOAN: 0.6%
Navient Student Loan Trust (Private Loans) Series 2014-AA A2A, 2.74%, 2/15/29^(b)	$	35,880,000	$	35,946,486
SLM Student Loan Trust Securities
Series 2007-3 A2, 0.244%, 10/25/17		1,450,937		1,448,920
SLM Student Loan Trust Securities (Private Loans)
Series 2013-A A2A, 1.77%, 5/17/27^(b)		9,116,000		9,013,536
Series 2012-B A2, 3.48%, 10/15/30^(b)		57,240,000		59,481,976
Series 2013-C A2A, 2.94%, 10/15/31^(b)		22,000,000		22,469,260
Series 2012-E A2A, 2.09%, 6/15/45^(b)		10,100,000		10,090,264
Series 2012-C A2, 3.31%, 10/15/46^(b)		88,513,000		91,771,872

				230,222,314

				2,553,060,202
CORPORATE: 38.7%
FINANCIALS: 14.7%
Anthem, Inc.
5.875%, 6/15/17		16,016,000		17,610,297
7.00%, 2/15/19		83,470,000		98,355,289
2.25%, 8/15/19		7,400,000		7,325,815
4.35%, 8/15/20		5,000,000		5,416,975
3.70%, 8/15/21		48,839,000		51,053,067
Bank of America Corp.
7.625%, 6/1/19		198,582,000		240,008,588
5.625%, 7/1/20		62,515,000		71,178,954
4.20%, 8/26/24		115,930,000		118,100,789
4.25%, 10/22/26		60,574,000		60,438,011
6.625%, 5/23/36^(a)		240,328,000		291,208,509
Barclays PLC^(c) (United Kingdom) 4.375%, 9/11/24		241,729,000		233,464,808
BNP Paribas SA^(c) (France) 4.25%, 10/15/24		260,480,000		263,696,928
Boston Properties, Inc.
3.70%, 11/15/18		46,967,000		49,523,461
5.875%, 10/15/19		48,079,000		55,070,889
5.625%, 11/15/20		79,385,000		90,574,395
4.125%, 5/15/21		24,365,000		25,934,666
3.85%, 2/1/23		30,840,000		32,014,295
3.125%, 9/1/23		27,375,000		26,729,908
3.80%, 2/1/24		55,900,000		57,446,697
Capital One Financial Corp.
4.75%, 7/15/21		177,095,000		195,183,129
3.50%, 6/15/23		184,986,000		186,956,656
3.75%, 4/24/24		26,425,000		26,995,754
Cigna Corp.
8.50%, 5/1/19		74,756,000		92,410,003
4.00%, 2/15/22		48,241,000		50,832,458



	PAR VALUE		VALUE
7.65%, 3/1/23	$	6,317,000	$	8,073,019
7.875%, 5/15/27		29,355,000		40,108,118
8.30%, 1/15/33		8,195,000		11,201,547
6.15%, 11/15/36		87,922,000		109,585,453
5.875%, 3/15/41		13,073,000		16,275,885
5.375%, 2/15/42		12,674,000		14,987,829
Citigroup, Inc.
1.932%, 5/15/18		140,345,000		144,979,473
3.50%, 5/15/23		76,001,000		73,986,213
7.875%, 10/30/40^(a)		318,604,250		338,740,039
Equity Residential
4.75%, 7/15/20		3,600,000		3,955,061
4.625%, 12/15/21		85,972,000		94,054,228
3.00%, 4/15/23		47,300,000		46,131,312
General Electric Co.
5.50%, 1/8/20		193,920,000		221,956,178
4.375%, 9/16/20		99,591,000		109,075,648
4.625%, 1/7/21		75,536,000		84,191,670
4.65%, 10/17/21		79,525,000		89,634,934
Health Net, Inc. 6.375%, 6/1/17		120,854,000		130,522,320
HSBC Holdings PLC^(c) (United Kingdom)
5.10%, 4/5/21		76,954,000		86,988,648
9.30%, 6/1/21		100,000		133,864
6.50%, 5/2/36		164,630,000		211,439,906
6.50%, 9/15/37		148,470,000		190,767,024
6.80%, 6/1/38		20,000,000		26,523,480
JPMorgan Chase & Co.
4.95%, 3/25/20		28,030,000		30,964,881
3.375%, 5/1/23		86,724,000		85,797,267
4.125%, 12/15/26		39,925,000		39,816,085
8.75%, 9/1/30^(a)		48,438,000		69,962,539
Lloyds Banking Group PLC^(c) (United Kingdom)
4.50%, 11/4/24		133,170,000		134,387,041
Navient Corp.
3.875%, 9/10/15		56,710,000		57,135,325
6.00%, 1/25/17		143,715,000		150,541,462
4.625%, 9/25/17		97,902,000		99,370,530
8.45%, 6/15/18		90,658,000		101,083,670
Royal Bank of Scotland Group PLC^(c) (United Kingdom)
6.125%, 12/15/22		270,234,000		294,124,307
6.00%, 12/19/23		214,767,000		232,463,371
Unum Group
6.85%, 11/15/15^(b)		10,588,000		11,090,369
7.19%, 2/1/28		11,295,000		13,741,971
7.25%, 3/15/28		25,060,000		31,793,096
6.75%, 12/15/28		8,107,000		9,986,413

				5,763,100,517


DEBT SECURITIES (continued)

	PAR VALUE		VALUE
INDUSTRIALS: 22.8%
AT&T, Inc.
8.00%, 11/15/31	$	151,477,000	$	223,204,238
6.55%, 2/15/39		34,000,000		41,907,584
5.35%, 9/1/40		19,895,000		21,542,724
Becton, Dickinson and Co. 3.734%, 12/15/24		46,675,000		48,035,903
Boston Scientific Corp.
6.25%, 11/15/15		14,550,000		15,158,685
6.40%, 6/15/16		109,769,000		117,477,089
6.00%, 1/15/20		15,690,000		17,682,301
Burlington Northern Santa Fe LLC^(e)
4.70%, 10/1/19		75,445,000		83,398,940
7.57%, 1/2/21		12,978,007		14,625,426
8.251%, 1/15/21		4,939,122		5,747,597
4.10%, 6/1/21		5,820,000		6,312,483
3.05%, 9/1/22		39,535,000		39,786,087
5.943%, 1/15/23		68,198		73,869
3.85%, 9/1/23		89,340,000		94,237,083
5.72%, 1/15/24		16,978,852		19,380,626
3.75%, 4/1/24		20,000,000		20,799,280
5.342%, 4/1/24		5,722,378		6,302,341
5.629%, 4/1/24		23,513,159		26,531,339
5.996%, 4/1/24		45,180,397		51,494,809
Cemex SAB de CV^(c)(Mexico)
6.50%, 12/10/19^(b)		138,875,000		142,277,437
7.25%, 1/15/21^(b)		75,000,000		78,562,500
6.00%, 4/1/24^(b)		79,475,000		77,488,125
5.70%, 1/11/25^(b)		56,200,000		54,514,000
Comcast Corp.
5.85%, 11/15/15		14,745,000		15,422,680
6.50%, 1/15/17		36,215,000		39,990,957
6.30%, 11/15/17		16,175,000		18,320,403
5.875%, 2/15/18		68,310,000		76,857,152
5.70%, 5/15/18		2,645,000		2,978,415
Cox Enterprises, Inc.
5.50%, 10/1/15		265,000		274,001
5.875%, 12/1/16^(b)		76,215,000		82,406,097
9.375%, 1/15/19^(b)		145,119,000		182,635,454
3.25%, 12/15/22^(b)		141,381,000		138,813,380
2.95%, 6/30/23^(b)		231,748,000		222,232,891
3.85%, 2/1/25^(b)		89,190,000		90,029,902
CSX Corp.
9.75%, 6/15/20		10,067,000		13,326,111
6.251%, 1/15/23		16,255,473		19,124,662
3.40%, 8/1/24		38,025,000		38,514,838
Dillard’s, Inc.
7.13%, 8/1/18		23,565,000		26,392,800
7.875%, 1/1/23		275,000		317,625
7.75%, 7/15/26		21,016,000		23,380,300
7.75%, 5/15/27		12,848,000		14,357,640
7.00%, 12/1/28		28,225,000		29,918,500



	PAR VALUE		VALUE
Dow Chemical Co.
8.55%, 5/15/19	$	156,085,000	$	194,052,052
4.25%, 11/15/20		12,475,000		13,337,409
3.00%, 11/15/22		24,240,000		23,683,983
7.375%, 11/1/29		55,999,000		74,546,877
9.40%, 5/15/39		135,313,000		219,549,808
5.25%, 11/15/41		12,378,000		13,349,871
Eaton Corp. PLC^(c) (Ireland)
1.50%, 11/2/17		22,630,000		22,500,579
2.75%, 11/2/22		61,835,000		60,746,518
FedEx Corp.
8.00%, 1/15/19		18,050,000		21,973,492
6.72%, 7/15/23		16,724,303		19,567,434
7.65%, 7/15/24		2,103,350		2,524,020
Ford Motor Credit Co. LLC^(e)
5.625%, 9/15/15		49,025,000		50,591,594
8.125%, 1/15/20		16,910,000		20,945,724
5.75%, 2/1/21		165,710,000		189,892,392
5.875%, 8/2/21		153,240,000		177,419,433
4.25%, 9/20/22		44,075,000		46,766,440
4.375%, 8/6/23		27,875,000		29,799,629
HCA Holdings, Inc.
6.375%, 1/15/15		80,218,000		80,218,000
6.50%, 2/15/16		235,325,000		245,620,469
Hewlett-Packard Co. 3.30%, 12/9/16		90,750,000		93,747,472
Kinder Morgan, Inc.
5.625%, 11/15/23^(b)		12,500,000		13,380,325
4.15%, 2/1/24		6,482,000		6,465,419
4.30%, 6/1/25		64,530,000		64,746,498
Lafarge SA^(c) (France)
6.20%, 7/9/15^(b)		153,560,000		157,076,524
6.50%, 7/15/16		126,496,000		134,718,240
Liberty Interactive Corp.
8.50%, 7/15/29		11,937,000		13,071,015
8.25%, 2/1/30		28,876,000		31,186,080
Macy’s, Inc.
5.90%, 12/1/16		16,796,000		18,229,303
6.65%, 7/15/24		39,631,000		49,146,007
7.00%, 2/15/28		25,985,000		32,381,650
6.70%, 9/15/28		26,965,000		33,027,838
6.90%, 4/1/29		51,067,000		65,002,418
6.90%, 1/15/32		54,820,000		71,325,918
6.70%, 7/15/34		103,914,000		132,843,762
4.50%, 12/15/34		85,225,000		85,817,143
6.375%, 3/15/37		51,257,000		64,860,454
Naspers, Ltd.^(c) (South Africa) 6.00%, 7/18/20^(b)		157,263,000		171,809,827
Nordstrom, Inc. 6.95%, 3/15/28		12,700,000		16,735,539
Norfolk Southern Corp.
7.70%, 5/15/17		28,585,000		32,662,593
9.75%, 6/15/20		13,813,000		18,417,785


DEBT SECURITIES (continued)

	PAR VALUE		VALUE
Reed Elsevier PLC^(c) (United Kingdom)
8.625%, 1/15/19	$	28,613,000	$	34,997,447
3.125%, 10/15/22		138,937,000		137,523,177
Sprint Corp. 6.00%, 12/1/16		219,935,000		230,057,508
Telecom Italia SPA^(c) (Italy)
6.999%, 6/4/18		121,067,000		134,384,370
7.175%, 6/18/19		153,261,000		175,483,845
5.303%, 5/30/24^(b)		41,860,000		42,383,250
7.20%, 7/18/36		52,188,000		56,102,100
7.721%, 6/4/38		107,080,000		119,394,200
Time Warner Cable, Inc.
8.75%, 2/14/19		130,460,000		161,490,302
8.25%, 4/1/19		237,543,000		290,786,601
5.00%, 2/1/20		20,700,000		22,811,090
4.125%, 2/15/21		16,500,000		17,658,135
4.00%, 9/1/21		35,609,000		37,898,374
Time Warner, Inc.
7.625%, 4/15/31		230,695,000		321,619,974
7.70%, 5/1/32		197,949,000		281,190,711
Twenty-First Century Fox, Inc.
6.20%, 12/15/34		7,440,000		9,500,091
6.40%, 12/15/35		29,170,000		38,071,517
6.15%, 3/1/37		30,280,000		37,950,106
6.65%, 11/15/37		58,380,000		77,952,479
6.15%, 2/15/41		36,083,000		45,921,030
Union Pacific Corp.
4.875%, 1/15/15		10,449,000		10,461,340
6.85%, 1/2/19		2,816,599		3,105,941
6.70%, 2/23/19		3,537,727		3,850,485
7.60%, 1/2/20		1,332,079		1,561,186
4.163%, 7/15/22		40,342,000		44,318,713
6.061%, 1/17/23		8,154,908		9,026,088
4.698%, 1/2/24		3,972,421		4,335,660
3.646%, 2/15/24		54,661,000		57,853,585
3.75%, 3/15/24		9,550,000		10,213,381
5.082%, 1/2/29		8,623,982		9,564,834
5.866%, 7/2/30		45,392,209		53,072,058
6.176%, 1/2/31		33,625,027		40,271,012
Verizon Communications, Inc.
5.15%, 9/15/23		141,725,000		156,497,422
4.15%, 3/15/24		66,000,000		68,325,444
3.50%, 11/1/24		169,000,000		166,042,331
6.55%, 9/15/43		262,930,000		336,852,507
Vulcan Materials Co.
6.50%, 12/1/16		4,531,000		4,825,515
7.00%, 6/15/18		5,000,000		5,500,000
7.50%, 6/15/21		132,080,000		153,873,200
Xerox Corp.
6.40%, 3/15/16		72,137,000		76,541,469
7.20%, 4/1/16		25,586,000		27,402,120
6.75%, 2/1/17		62,799,000		69,222,459
2.95%, 3/15/17		1,125,000		1,156,014



	PAR VALUE			VALUE
6.35%, 5/15/18	$	106,052,000		$	119,915,117
5.625%, 12/15/19		66,647,000			74,902,697
4.50%, 5/15/21		61,877,000			66,124,794

					8,903,563,487
UTILITIES: 1.2%
Dominion Resources, Inc. 5.75%, 10/1/54		171,190,000			178,622,214
Enel SPA^(c) (Italy)
6.80%, 9/15/37^(b)		109,279,000			139,718,665
6.00%, 10/7/39^(b)		105,582,000			124,055,577
8.75%, 9/24/73^(b)		33,050,000			38,379,313

					480,775,769

					15,147,439,773

TOTAL DEBT SECURITIES (Cost $36,388,710,701)				$	38,012,302,249

SHORT-TERM INVESTMENTS: 2.4%

	PAR VALUE			VALUE
MONEY MARKET FUND: 0.1%
SSgA U.S. Treasury Money Market Fund	$	38,837,498		$	38,837,498

REPURCHASE AGREEMENT: 2.3%
Fixed Income Clearing Corporation^(d) 0.01%, dated 12/31/14, due 1/2/15, maturity value $893,791,497		893,791,000			893,791,000

TOTAL SHORT-TERM INVESTMENTS (Cost $932,628,498)				$	932,628,498

TOTAL INVESTMENTS (Cost $37,321,339,199)		99.5	%	$	38,944,930,747
OTHER ASSETS LESS LIABILITIES		0.5	%		183,005,884

NET ASSETS		100.0	%	$	39,127,936,631

^(a)	Cumulative preferred security

^(b)

Security exempt from registration under Rule 144A of the Securities Act of 1933. The security may be resold in transactions exempt from registration, normally to qualified institutional buyers. As of December 31, 2014, all such securities in total represented $3,003,144,155 or 7.7% of net assets. These securities have been deemed liquid by Dodge & Cox, investment manager, pursuant to procedures approved by the Fund’s Board of Trustees.

^(c)	Security denominated in U.S. dollars

^(d)	Repurchase agreement is collateralized by Fannie Mae 1.75%, 6/20/19, Freddie Mac 1.83%-2.00%, 7/30/19-9/18/19, and U.S. Treasury Note 1.00%-3.125%, 7/31/18-10/31/21. Total collateral value is $911,672,150.

^(e)	Subsidiary (see below)

^(f)	Rounds to 0.0%

Debt securities are grouped by parent company unless otherwise noted. Actual securities may be issued by the listed parent company or one of its subsidiaries. In determining a parent company’s country designation, the Fund generally references the country of incorporation.

ARM: Adjustable Rate Mortgage

CMO: Collateralized Mortgage Obligation

DUS: Delegated Underwriting and Servicing

GO: General Obligation

RB: Revenue Bond

REMIC: Real Estate Mortgage Investment Conduit


STATEMENT OF ASSETS AND LIABILITIES

	December 31, 2014
ASSETS:
Investments, at value (cost $37,321,339,199)	$	38,944,930,747
Cash held at broker		34,056,161
Receivable for investments sold		15,736,609
Receivable for Fund shares sold		193,163,823
Interest receivable		297,662,073
Prepaid expenses and other assets		153,648

		39,485,703,061

LIABILITIES:
Payable for investments purchased		263,165,978
Payable for Fund shares redeemed		72,028,948
Payable to broker for variation margin		5,137,000
Management fees payable		13,013,849
Accrued expenses		4,420,655

		357,766,430

NET ASSETS	$	39,127,936,631

NET ASSETS CONSIST OF:
Paid in capital	$	37,532,287,745
Undistributed net investment income		12,221,948
Undistributed net realized gain		22,025,595
Net unrealized appreciation		1,561,401,343

	$	39,127,936,631

Fund shares outstanding (par value $0.01 each, unlimited shares authorized)		2,839,933,564
Net asset value per share	$	13.78

STATEMENT OF OPERATIONS

	Year Ended December 31, 2014
INVESTMENT INCOME:
Dividends	$	18,901,157
Interest (net of foreign taxes of $91,506)		952,224,462

		971,125,619

EXPENSES:
Management fees		116,721,472
Custody and fund accounting fees		494,991
Transfer agent fees		6,320,309
Professional services		293,630
Shareholder reports		1,330,959
Proxy expenses		1,837,815
Registration fees		1,968,809
Trustees’ fees		258,072
Miscellaneous		282,167

		129,508,224

NET INVESTMENT INCOME		841,617,395


REALIZED AND UNREALIZED GAIN (LOSS):
Net realized gain (loss)
Investments		244,807,521
Treasury futures contracts		(59,936,786	)
Net change in unrealized appreciation/depreciation
Investments		481,519,767
Treasury futures contracts		(72,803,844	)

Net realized and unrealized gain		593,586,658

NET INCREASE IN NET ASSETS FROM OPERATIONS	$	1,435,204,053


STATEMENT OF CHANGES IN NET ASSETS

	Year Ended December 31, 2014			Year Ended December 31, 2013
OPERATIONS:
Net investment income	$	841,617,395		$	779,144,223
Net realized gain		184,870,735			493,829,809
Net change in unrealized appreciation/depreciation		408,715,923			(1,121,487,569	)

		1,435,204,053			151,486,463


DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income		(836,624,131	)		(778,582,064	)
Net realized gain		(232,101,623	)		—

Total distributions		(1,068,725,754	)		(778,582,064	)


FUND SHARE TRANSACTIONS:
Proceeds from sale of shares		18,587,943,566			6,918,977,679
Reinvestment of distributions		840,852,670			617,308,718
Cost of shares redeemed		(5,321,422,005	)		(8,793,657,789	)

Net increase/(decrease) from Fund share transactions		14,107,374,231			(1,257,371,392	)

Total increase/(decrease) in net assets		14,473,852,530			(1,884,466,993	)

NET ASSETS:
Beginning of year		24,654,084,101			26,538,551,094

End of year (including undistributed net investment income of $12,221,948 and $7,228,684, respectively)	$	39,127,936,631		$	24,654,084,101


SHARE INFORMATION:
Shares sold		1,341,256,318			505,482,231
Distributions reinvested		61,052,395			45,502,994
Shares redeemed		(384,742,642	)		(643,772,319	)

Net increase/(decrease) in shares outstanding		1,017,566,071			(92,787,094	)

NOTE 1—ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Dodge & Cox Income Fund (the “Fund”) is one of the series constituting the Dodge & Cox Funds (the “Trust” or the “Funds”). The Trust is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The Fund commenced operations on January 3, 1989, and seeks high and stable current income consistent with long-term preservation of capital. Risk considerations and investment strategies of the Fund are discussed in the Fund’s Prospectus.

Security valuation The Fund’s net assets are valued as of the close of trading on the New York Stock Exchange (NYSE), generally 4:00 p.m. Eastern Time, each day that the NYSE is open for business. Debt securities are valued based on prices received from independent pricing services which utilize both dealer-supplied valuations and pricing models. Pricing models may consider quoted prices for similar securities, interest rates, prepayment speeds, and credit risk. Exchange-traded derivatives are valued at the settlement price determined by the relevant exchange. Other financial instruments for which market quotes are readily available are valued at market value. Security values are not discounted based on the size of the Fund’s position. Securities for which market quotations are not readily available are valued at fair value as determined in good faith by or under the direction of the Board of Trustees. Short-term securities less than 60 days to maturity may be valued at amortized cost if amortized cost approximates current value. All securities held by the Fund are denominated in U.S. dollars.

Pricing Committee that is comprised of representatives from Treasury, Legal, Compliance, and Operations. The Pricing Committee is responsible for implementing the Valuation Policies, including determining the fair value of securities when market quotations or market-based valuations are not readily available or are deemed unreliable. The Pricing Committee considers relevant indications of value that are reasonably available to it in determining the fair value assigned to a particular security, such as the value of similar financial instruments, trading volumes, contractual restrictions on disposition, related corporate actions, and changes in economic conditions.

Interest income is recorded on the accrual basis. Interest income includes coupon interest, amortization of premium and accretion of discount on debt securities, and gain/loss on paydowns. The ability of the issuers of the debt securities held by the Fund to meet their obligations may be affected by economic developments in a specific industry, state, or region. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectibility of interest is reasonably assured. Dividend income is recorded on the ex-dividend date.

Expenses are recorded on the accrual basis. Most expenses of the Trust can be directly attributed to a

specific series. Expenses which cannot be directly attributed are allocated among the Funds in the Trust based on relative net assets or other expense methodologies determined by the nature of the expense.

Distributions to shareholders are recorded on the ex-dividend date.

Repurchase agreements The Fund enters into repurchase agreements, secured by U.S. government or agency securities, which involve the purchase of securities from a counterparty with a simultaneous commitment to resell the securities at an agreed-upon date and price. It is the Fund’s policy that its custodian take possession of the underlying collateral securities, the fair value of which exceeds the principal amount of the repurchase transaction, including accrued interest, at all times. In the event of default by the counterparty, the Fund has the contractual right to liquidate the securities and to apply the proceeds in satisfaction of the obligation.

Investments in futures contracts may include certain risks, which may be different from, and potentially greater

than, those of the underlying securities. To the extent the Fund uses futures, it is exposed to additional volatility and potential losses resulting from leverage.

NOTE 2—VALUATION MEASUREMENTS

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below.

Level 1: Quoted prices in active markets for identical securities

Level 2: Other significant observable inputs (including quoted prices for similar securities, market indices, interest rates, credit risk, etc.)

Level 3: Significant unobservable inputs (including Fund management’s assumptions in determining the fair value of 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 is a summary of the inputs used to value the Fund’s holdings at December 31, 2014:


Classification^(a)	LEVEL 1 (Quoted Prices)			LEVEL 2 (Other Significant Observable Inputs)
Securities
Debt Securities
U.S. Treasury	$	4,333,584,235		$	—
Government-Related		—			2,764,185,084
Mortgage-Related		—			13,214,032,955
Asset-Backed		—			2,553,060,202
Corporate		—			15,147,439,773
Short-term Investments
Money Market Fund		38,837,498			—
Repurchase Agreement		—			893,791,000

Total Securities	$	4,372,421,733		$	34,572,509,014

Other Financial Instruments
Treasury Futures Contracts	$	(62,225,052	)^(b)	$	—

^(a)	There were no transfers between Level 1 and Level 2 during the year ended December 31, 2014. There were no Level 3 securities at December 31, 2014 and 2013, and there were no transfers to Level 3 during the year.

^(b)	Represents net unrealized appreciation/(depreciation).

NOTE 3—RELATED PARTY TRANSACTIONS

Management fees Under a written agreement approved by a unanimous vote of the Board of Trustees, the Fund pays an annual management fee of 0.50% of the Fund’s average daily net assets up to $100 million and 0.40% of the Fund’s average daily net assets in excess of $100 million to Dodge & Cox, investment manager of the Fund. The agreement further provides that Dodge & Cox shall waive its fee to the extent that such fee plus all other ordinary operating expenses of the Fund exceed 1% of the average daily net assets for the year.

NOTE 4—INCOME TAX INFORMATION AND DISTRIBUTIONS TO SHAREHOLDERS

Distributions during the years noted below were characterized as follows for federal income tax purposes:


	Year Ended December 31, 2014		Year Ended December 31, 2013
Ordinary income		$864,273,705		$778,582,064
		($0.397 per share)		($0.415 per share)
Long-term capital gain		$204,452,049		—
		($0.088 per share)

At December 31, 2014, the tax basis components of distributable earnings were as follows:


Unrealized appreciation	$	1,740,852,794
Unrealized depreciation		(117,306,573	)

Net unrealized appreciation		1,623,546,221
Undistributed ordinary income		18,821,143
Undistributed long-term capital gain		2,236,309
Deferred loss^(a)		(48,954,787	)

^(a)	Represents net realized loss incurred between November 1, 2014 and December 31, 2014. As permitted by tax regulations, the Fund has elected to treat this loss as arising in 2015.

NOTE 5—LOAN FACILITIES

All Funds in the Trust participate in a $500 million committed credit facility (Line of Credit) with State Street Bank and Trust Company, to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The maximum amount available to the Fund is $250 million. Each Fund pays an annual commitment fee on its pro-rata portion of the Line of Credit. The Fund’s commitment fee for the year ended December 31, 2014, amounted to $74,510 and is reflected as a Miscellaneous Expense in the Statement of Operations. Interest on borrowings is charged at the prevailing rate. There were no borrowings on the Line of Credit during the year.

NOTE 6—PURCHASES AND SALES OF INVESTMENTS

For the year ended December 31, 2014, purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $8,067,414,537 and $2,427,990,658, respectively. For the year ended December 31, 2014, purchases and sales of U.S. government securities aggregated $13,047,754,006 and $5,286,113,365, respectively.

NOTE 7—ACCOUNTING PRONOUNCEMENTS

NOTE 8—SUBSEQUENT EVENTS

To the Trustees of Dodge & Cox Funds and Shareholders of Dodge & Cox Income Fund

In our opinion, the accompanying statement of assets and liabilities, including the portfolio of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Dodge & Cox Income Fund (the “Fund”, one of the series constituting Dodge & Cox Funds) at December 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as financial statements) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2014, by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

BOARD APPROVAL OF FUNDS’ INVESTMENT MANAGEMENT AGREEMENTS AND MANAGEMENT FEES

(unaudited)

INFORMATION RECEIVED

In advance of the meeting, the Board, including each of the Independent Trustees, requested, received, and reviewed materials relating to the Agreements and the services provided by Dodge & Cox. The Independent Trustees retained Morningstar^® to prepare an independent expense and performance summary for each Fund and comparable funds managed by other advisers identified by Morningstar. The Morningstar materials included information regarding advisory fee rates, expense ratios, and transfer agency, custodial, and distribution expenses, as well as appropriate performance comparisons to each Fund’s peer group and an index or combination of indices. The Morningstar materials also included a comparison of expenses of various share classes offered by comparable funds.

rates, sales and redemption data and the significant investment that Dodge & Cox makes in research used in managing the Funds. The Board received and reviewed a memorandum summarizing information provided throughout the year regarding Dodge & Cox’s services to the Funds as well as information regarding (i) the different fees, services, costs, and risks associated with other accounts managed by Dodge & Cox as compared to the Dodge & Cox Funds; (ii) the differences in performance between the Funds and separately managed accounts; and (iii) Fund shares subscription and redemption activity. Throughout the process of reviewing the services provided by Dodge & Cox and preparing for the meeting, the Independent Trustees found Dodge & Cox to be open, forthright, detailed, and very helpful in answering questions about all issues.

NATURE, QUALITY, AND EXTENT OF THE SERVICES

Board considered the nature, quality, and extent of portfolio management, administrative, and shareholder services performed by Dodge & Cox. With regard to portfolio management services, the Board considered Dodge & Cox’s established long-term history of care and conscientiousness in the management of the Funds; its demonstrated consistency in investment approach and depth; the background and experience of the Dodge & Cox Investment Policy Committee, International Investment Policy Committee, Global Stock Investment Policy Committee, Fixed Income Investment Policy Committee, and Global Bond Investment Policy Committee, and research analysts responsible for managing the Funds; its methods for assessing the regulatory and investment climate in various jurisdictions; Dodge & Cox’s overall high level of attention to its core investment management function; and its commitment to the Funds and their shareholders.

INVESTMENT PERFORMANCE

COSTS AND ANCILLARY BENEFITS

office overhead. The Board noted that expenses are well

below industry averages. The Board also considered that the Funds receive numerous administrative, regulatory compliance, legal, technology and shareholder support services from Dodge & Cox without any additional administrative fee and the fact that the Funds have relatively low transaction costs and portfolio turnover rates. The Board reviewed Morningstar data showing that the few peer group funds with lower expense ratios often have other share classes with significantly higher expense ratios.

management. The Board recognized the importance of Dodge & Cox’s profitability—which is derived solely from management fees and does not include other business ventures—to maintain its independence, stability, company culture and ethics, and management continuity. The Board also considered that the compensation/profit structure at Dodge & Cox includes a return on shareholder employees’ investment in the firm, which is vital for remaining independent and facilitating retention of management and investment professionals.

THE BENEFIT OF ECONOMIES OF SCALE

considerable efficiencies of the Funds’ organization and fee structure that has been realized by shareholders from the time of each Fund’s inception (i.e., from the first dollar). An assessment of economies of scale must also take into account that Dodge & Cox has capped expenses when offering new funds. In addition, the Board noted that Dodge & Cox has shared economies of scale by adding or enhancing services to the Funds over time, and that the internal costs of providing investment management, up-to-date technology, administrative, legal, and compliance services to the Funds are continuing to increase. For example, Dodge & Cox has increased its global research staff and investment resources over the years to address the increased complexity of investing in multinational and non-U.S. companies. In addition, Dodge & Cox has made substantial expenditures in other staff, technology, and infrastructure to enable it to integrate credit and equity analyses and to be able to implement its strategy in a more effective and secure manner. The Board determined that the Funds provide access for small investors to high quality investment management at a relatively low cost. The Board’s decision to renew the Agreements was made after consideration of economies of scale and review of peer group fund expense ratios and historical expense ratio patterns for the Funds. The Board concluded that the current Dodge & Cox fee structure is fair and reasonable and adequately shares economies of scale that may exist.

CONCLUSION

FUND HOLDINGS

The Fund provides a complete list of its holdings four times each fiscal year, as of the end of each quarter. The Fund files the lists with the Securities and Exchange Commission (SEC) on Form N-CSR (second and fourth quarters) and Form N-Q (first and third quarters). Shareholders may view the Fund’s Forms N-CSR and N-Q on the SEC’s website at www.sec.gov. Forms N-CSR and N-Q may also be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operations of the Public Reference Room may be obtained by calling 202-551-8090 (direct) or 800-732-0330 (general SEC number). A list of the Fund’s quarter-end holdings is also available at www.dodgeandcox.com on or about 15 days following each quarter end and remains available on the web site until the list is updated in the subsequent quarter.

PROXY VOTING

HOUSEHOLD MAILINGS

Global Bond Fund

For Fund literature, transactions, and account

information, please visit the Funds’ website.

or write or call:

DODGE & COX FUNDS

c/o Boston Financial Data Services

P.O. Box 8422

(800) 621-3979

INVESTMENT MANAGER

Dodge & Cox

555 California Street, 40th Floor

(415) 981-1710

12/31 GBF AR LOGO Printed on recycled paper

The Dodge & Cox Global Bond Fund had a total return of 1.7% for the year ending December 31, 2014,^(a) compared to 0.6% for the Barclays Global Aggregate Bond Index (Barclays Global Agg). At year end, the Fund had net assets of $64.7 million with a cash position of 3.6%.

MARKET COMMENTARY

During 2014, market volatility reached multi-year lows in the first half and multi-year highs in the second half. Weaker global growth prospects, significant monetary policy decisions, and plummeting oil prices (down approximately 50%) influenced global financial markets and drove interest rate declines across most markets. Despite these interest rate declines, the Barclays Global Agg returned just 0.6% for the year. Significant depreciation of most global currencies against the U.S. dollar (particularly in the second half) erased almost all of the price gains from falling interest rates.

Following an unexpected contraction in the first quarter, the U.S. economy rebounded as unemployment declined to a six-year low and private consumption increased. In contrast, the Eurozone showed significant weakness, as stagnation and deflation concerns rose. Japan’s economy slowed down sharply on the back of a sales tax hike. These developments drove important, and divergent, policy decisions across economies. These included the Federal Reserve’s (Fed) cessation of its historic asset-purchase program, the European Central Bank’s (ECB) rate cuts and increasingly dovish signals, and the Bank of Japan’s aggressive expansion of quantitative and qualitative easing measures. Ten-year interest rates in developed economies fell, ending at 2.17%, 0.54%, and 0.33% for the United States, Germany, and Japan, respectively. The Japanese yen and the euro both depreciated 12% against the U.S. dollar.

Emerging market performance was also mixed. The Chinese and Brazilian economies downshifted, while India and a few others accelerated relative to 2013. All currencies fell against the dollar but oil exporters suffered the most, with the Russian ruble and Colombian peso falling 46% and 19%, respectively. Conversely, Asian oil importers and countries with economic reform momentum fared best.

Unlike the past two years, corporate bond yield premiums widened in 2014. However, the path was not linear, as yield premiums narrowed in the first half of the year before widening in the second. Energy was the worst performing credit sector. From a regional standpoint, the euro credit market outperformed the U.S. credit market, supported by the increased likelihood of ECB quantitative easing in 2015.

INVESTMENT STRATEGY

In a challenging environment for investments outside the United States, the Fund’s 1.7% return was relatively strong (1.1 percentage points above the Barclays Global Agg), driven primarily by a significantly lower exposure to the Japanese yen and the euro than the index, as well as strong performance among many of the Fund’s credit holdings. Dodge & Cox’s emphasis on credit research and bottom-up security selection differentiates it from many other global bond fund managers; this approach to managing the Fund has been a significant driver of absolute and relative returns since its inception in December 2012.^(a)

During the first half of 2014, interest rates fell, credit yield premiums narrowed, and the economic outlook outside of the United States generally deteriorated. We reduced risk across all three dimensions of the Fund—credit, currency, and interest rates—due to stretched valuations across interest rate and credit markets and fundamental deterioration in certain non-U.S. economies. During the second half of the year, we incrementally increased the Fund’s exposure to credit and currency to take advantage of widening yield premiums and lower currency valuations. These position shifts highlight two tenets of our investment philosophy—the importance of valuation and our focus on protecting against downside risks to fulfill the goal of long-term preservation of capital for our shareholders. These changes are described in greater detail in the following sections.

Credit Focus: Valuation at the Forefront

Valuation was central to our credit decision-making over the course of the year. Earlier in the year, credit yield premiums fell to multi-year lows, prompting our review of

the Fund’s individual holdings and a decision to make several valuation-based reductions (e.g., Dow Chemical, Xerox^(b)). In addition, we trimmed credit holdings in the Fund that are domiciled in peripheral Europe as the Eurozone debt crisis abated and valuations rose. For example, we reduced the Fund’s Autonomous Community of Madrid position, which has been a strong performer in recent years, demonstrated by declining yields from nearly 8% at the end of 2012 to below 2.5% as of year end.

In the second half of 2014, credit yield premiums began to widen as economic concerns and a drop in commodity prices led to a flight to quality. One area in which we found value is in subordinated bank bonds. We established new positions in subordinated (Tier 2) debt of Barclays and BNP Paribas. These banks have strong and diverse franchises, and their balance sheets have improved on the heels of more stringent regulation and higher capital levels. Given our assessment of improved creditworthiness, we believe the higher yields of subordinated bonds relative to senior bonds sufficiently compensate us for the increased risk of loss in the event of an adverse outcome, which we believe to be unlikely. We have also found opportunities in emerging market credit. As credit premiums widened, we added to the Fund’s holdings in Cemex, a large Mexican building materials company, and Millicom International Cellular, a Luxembourg-domiciled telecom company that operates primarily in Latin America and Africa.

The Fund ended the year with 51% in corporate securities and 8% in government-related credits (down from 54% and 14% respectively at the end of 2013). We believe this substantial allocation to credit securities is warranted given current valuations and strong credit fundamentals. As always, we remain vigilant about assessing credit fundamentals, event risk, and macroeconomic factors that could negatively impact returns.

Currency: Positioning for a Strong U.S. Dollar

Currency was a headwind for the Fund’s absolute return given the unabated strength of the U.S. dollar in the second half of 2014. However, on a relative basis, the Fund’s currency positioning added to performance. Two themes expressed in the Fund during the year were positioning for the cyclical divergence between the

United States and most other developed economies and repositioning the Fund’s emerging market currency exposures based on changes in both valuation and fundamentals. As of year-end, approximately 20% of the Fund’s holdings were denominated in emerging market currencies.

Over the course of 2014, we shifted the Fund’s developed market currency exposure to reflect our positive view of the strength of the U.S. economy relative to those of other developed countries. Specifically, we increased the Fund’s U.S. dollar weighting from 54% to 61%, and reduced the Fund’s exposure to the Canadian dollar, euro, and British pound. This developed market currency positioning was a significant driver of the Fund’s relative performance. Looking forward, the economic outlook in the Eurozone remains challenging, with growth running significantly below 1% and inflation expectations very low. Monetary policy in the United States appears to be on a different trajectory than it is in Europe and Japan. This may lead to widening interest rate differentials in favor of the United States, and continued strength of the U.S. dollar. In addition, while the U.S. dollar is as strong as it has been since 2009, its valuation remains reasonable, and its recent appreciation looks modest relative to past periods of U.S. dollar strength.

For emerging market currencies, 2014 was a period of increased differentiation, as oil price exposure, economic reform momentum, and macroeconomic fundamentals led to a significant divergence in returns. Nonetheless, essentially all currencies depreciated against the U.S. dollar, with the Fund’s holdings in the Mexican peso, Polish zloty, and Colombian peso detracting most notably from returns. However, we believe that the broad sell-off provided opportunities for investors who have the patience to look through volatility and focus on the long term. In the fourth quarter, we increased the Fund’s exposure to the Mexican peso from 5% to 6%, reflecting our view of its attractive currency valuation, strong export sector that is tied to the United States, and supportive cyclical and structural factors. We also established a 0.9% position in the Indian rupee, based on renewed policy credibility and a more constructive outlook for inflation and the current account.

Rates: Still Playing Defense

The downward trajectory of interest rates across nearly every market in 2014 boosted absolute returns but defied many expectations, including our own. In a falling rate environment, the Fund’s lower interest rate exposure detracted from relative performance.

We continue to believe interest rates in the United States are likely to rise, driven by the positive momentum of the current economic recovery. While inflation is likely to remain subdued, the effects of unwinding the Fed’s unprecedented accommodative policy measures are unknown and may result in unforeseen events.

As we enter 2015, the average of the 10-year interest rates in the United States, Germany, and Japan is below 1%, an all-time low. This presents a challenging environment, as the negative price impact of even a small increase in interest rates could overwhelm the income offered given low yields. Because we believe the return profile is asymmetric, we continue to be defensive in terms of taking interest rate risk. The year-end portfolio level duration^(c) of the Fund was 3.7 years versus the Barclays Global Agg duration of 6.5 years (3.6 years versus 5.5 for U.S. dollar-denominated holdings). In certain markets with relatively high real rates and/or steep yield curves, we are more willing to accept interest rate risk.

IN CLOSING

As we look out on the year ahead for global bonds, we acknowledge the challenges of investing in a low-yield world where many countries face difficulties. However, we believe there are pockets of opportunity where we can leverage our established research effort and investment philosophy to seek attractive long-term returns for our shareholders. For example, we have been carefully analyzing the potential impact of falling oil prices on the Fund’s current holdings while evaluating new opportunities in the Energy sector and other areas where market pessimism may have driven prices below what is justified by long-term fundamentals. We view times of increasing volatility as times of long-term opportunity.

Thank you for your continued confidence in our firm. As always, we welcome your comments and questions.

For the Board of Trustees,

LOGO

Chairman

Dana M. Emery,

President