nvcsr
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act File Number 811-00266
Tri-Continental Corporation
(Exact name of registrant as specified in charter)
50606 Ameriprise Financial Center, Minneapolis, Minnesota 55474
(Address of principal executive offices) (Zip code)
Scott
R. Plummer - 5228 Ameriprise Financial Center, Minneapolis, MN 55474
(Name and address of agent for service)
Registrants telephone number, including area code: (612) 671-1947
Date of fiscal year end: December 31
Date of reporting period: December 31, 2010
Annual Report
Tri-Continental
Corporation
Annual
Report for the Period Ended
December 31,
2010
Tri-Continental
Corporation seeks future growth of both capital and income,
while providing reasonable current income.
Not
FDIC
insured - No
bank
guarantee - May
lose value
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Your Fund at a Glance
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2
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Manager Commentary
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4
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Portfolio of Investments
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8
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Statement of Assets and Liabilities
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20
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Statement of Capital Stock and Surplus
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21
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Statement of Operations
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22
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Statements of Changes in Net Assets
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23
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Financial Highlights
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24
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Notes to Financial Statements
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26
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Report of Independent Registered Public Accounting Firm
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41
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Federal Income Tax Information
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43
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Board Members and Officers
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44
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Proxy Voting
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50
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Effective
February 2011, information about the Fund can be found
online at columbiamanagement.com and is no longer available at
tricontinental.com.
TRI-CONTINENTAL
CORPORATION 2010 ANNUAL
REPORT 1
FUND
SUMMARY
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>
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Tri-Continental Corporation (the
Fund) Common Stock gained 18.58%, based on net asset value, and
21.85%, based on market price, for the 12 months ended
December 31, 2010.
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The Fund outperformed its
benchmark, the Standard & Poors 500 Composite
Stock Price Index (S&P 500 Index), which rose 15.06% for
the 12-month
period.
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The Fund also outperformed the
Lipper Large-Cap Core Funds Index, which increased 12.77% for
the same period.
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ANNUALIZED
TOTAL RETURNS
(for
period ended December 31, 2010)
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1 year
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3 years
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5 years
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10
years
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Tri-Continental Corporation
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Net Asset Value
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+18.58%
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-6.11%
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-0.68%
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-0.66%
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Market Price
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+21.85%
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-7.70%
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-0.13%
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-0.15%
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S&P 500
Index(1)
(unmanaged)
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+15.06%
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-2.86%
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+2.29%
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+1.41%
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Lipper Large-Cap Core Funds
Index(2)
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+12.77%
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-3.12%
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+1.91%
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+0.76%
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The
performance information shown represents past performance and is
not a guarantee of future results. The investment return and
principal value of your investment will fluctuate so that your
shares, when sold, may be worth more or less than their original
cost. Current performance may be lower or higher than the
performance information shown. You may obtain performance
information current to the most recent month-end by visiting
columbiamanagement.com.
Returns
reflect changes in market price or net asset value, as
applicable, and assume reinvestment of distributions. Returns do
not reflect the deduction of taxes that investors may pay on
distributions or the sale of shares.
The
indices do not reflect the effects of sales charges, expenses
(excluding Lipper) and taxes. It is not possible to invest
directly in an index.
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(1) |
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The
Standard & Poors 500 Composite Stock Price Index
(S&P 500 Index), an unmanaged index of common stocks,
is frequently used as a general measure of market performance.
The index reflects reinvestment of all distributions and changes
in market prices.
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The
Lipper Large-Cap Core Funds Index includes the 30 largest
open-end large-cap core funds tracked by Lipper Inc. The
indexs returns include net reinvested distributions.
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2 TRI-CONTINENTAL
CORPORATION 2010 ANNUAL REPORT
PRICE
PER SHARE
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December 31,
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September 30,
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June 30,
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March 31,
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2010
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2010
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2010
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2010
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Market Price
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$
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13.76
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$
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12.33
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$
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10.87
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$
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12.27
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Net Asset Value
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15.96
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14.48
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12.95
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14.53
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DISTRIBUTIONS
PAID PER COMMON SHARE(a)
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Payable
date
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Per share
amount
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March 29, 2010
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$
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0.044
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June 21, 2010
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0.050
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September 22, 2010
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0.050
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December 20, 2010
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0.105
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(a) |
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Preferred
Stockholders were paid dividends totaling $2.50 per share.
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The net asset value of the Funds shares may not always
correspond to the market price of such shares. Common stock of
many closed-end funds frequently trade at a discount from their
net asset value. The Fund is subject to stock market risk, which
is the risk that stock prices overall will decline over short or
long periods, adversely affecting the value of an investment in
the Fund.
TRI-CONTINENTAL
CORPORATION 2010 ANNUAL
REPORT 3
Dear Stockholder,
Tri-Continental Corporation (the Fund) Common Stock advanced
18.58%, based on net asset value, and 21.85%, based on market
price, for the fiscal year ended December 31, 2010. The
Fund outperformed its benchmark, the Standard &
Poors 500 Composite Stock Price Index (S&P 500
Index), which gained 15.06% for the
12-month
period. The Fund outperformed its peer group, as represented by
the Lipper Large-Cap Core Funds Index, which gained 12.77% for
the same period.
Significant
performance factors
Information technology was the strongest performing sector for
the fiscal year, due to stock selection. Having a larger
weighting in Apple than the S&P 500 Index was
the greatest positive contributor. Apple significantly
outperformed both the technology sector and the overall
S&P 500 Index. Avoiding Hewlett-Packard (a component
of the S&P 500 Index) which
PORTFOLIO
BREAKDOWN(1)
(at
December 31, 2010)
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Stocks
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99.5%
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Consumer Discretionary
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9.9%
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Consumer Staples
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10.3%
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Energy
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12.5%
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Financials
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15.7%
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Health Care
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11.0%
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Industrials
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10.8%
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Information Technology
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19.0%
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Materials
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3.7%
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Telecommunication Services
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3.4%
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Utilities
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3.2%
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Limited Partnerships
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0.2%
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Other(2)
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0.3%
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(1) |
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Portfolio
holdings include industry sectors that can be comprised of
securities in several industries. Please refer to the section
entitled Portfolio of Investments for a complete
listing. No single industry exceeded 25% of portfolio assets.
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Percentages
indicated are based upon total investments (excluding
Investments of Cash Collateral Received for Securities on Loan).
The Funds composition is subject to change.
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(2) |
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Cash &
Cash Equivalents.
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The sectors
identified above are based on the Global Industry Classification
Standard (GICS), which was developed by and is the exclusive
property of Morgan Stanley Capital International Inc. and
Standard & Poors, a division of The McGraw-Hill
Companies, Inc.
4 TRI-CONTINENTAL
CORPORATION 2010 ANNUAL REPORT
declined during the year was
another contributor to relative outperformance in the
information technology sector.
Energy was also a strong performing sector for the Fund due to
stock selection. The Fund had larger weightings in National
Oilwell Varco and ConocoPhilips than the
S&P 500 Index. Both stocks advanced sharply for the
year, with particularly strong performance in the fourth quarter.
Stock selection led the Fund to outperform in the financials
sector as well. Within financials, an emphasis on diversified
financial services and insurance, along with good security
selection in both segments, had a positive effect on the
Funds investment results.
Positioning in the industrials sector was the largest detractor
from performance relative to the S&P 500 Index. Both
stock selection and having a smaller industrials weighting than
the index were detrimental. Key detractors were RR
Donnelley & Sons and Raytheon. The Fund had
larger positions in these stocks than the S&P 500
Index and they were two of the sectors weakest performers.
The Funds health care position was a poor relative
performer. A larger health care weighting than the
S&P 500 Index and weak performance from select stocks
within the sector both had a negative effect on the Funds
performance.
TOP
TEN
HOLDINGS(1)
(at December 31,
2010)
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Apple, Inc.
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4.5%
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Microsoft Corp.
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3.5%
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IBM Corp.
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3.3%
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Chevron Corp.
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3.2%
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ConocoPhillips
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3.0%
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Philip Morris International, Inc.
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2.5%
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Wal-Mart Stores, Inc.
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2.4%
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JPMorgan Chase & Co.
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2.3%
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General Electric Co.
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2.3%
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National Oilwell Varco, Inc.
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2.2%
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(1) |
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Percentages
indicated are based upon total investments (excluding
Investments of Cash Collateral Received for Securities on Loan
and Cash & Cash Equivalents).
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For further detail
about these holdings, please refer to the section entitled
Portfolio of Investments.
Fund holdings are of
the date given, are subject to change at any time, and are not
recommendations to buy or sell any security.
TRI-CONTINENTAL
CORPORATION 2010 ANNUAL
REPORT 5
Manager
Commentary (continued)
Pharmaceutical firm Pfizer
was the Funds worst performer within health care. The Fund
had a significant overweight in the stock early in the fiscal
period. Over the course of the year, we eliminated the stock
from the portfolio. Reducing and eventually selling off Pfizer
in a volatile year for that company hurt the Funds overall
health care results. An overweight position in Eli
Lilly & Co., which significantly underperformed
the S&P 500 Index, was another drag on relative
performance.
Looking at the performance of the themes within our quantitative
models, the quality
sub-component
performed well during a flight to safety spurred by
European government debt issues and doubts about the economic
recovery. The high-quality focus embedded in our stock selection
process helped stabilize results throughout a volatile year. The
valuation
sub-component
of our model was also an effective contributor to overall
performance, helping the Fund capitalize on mispricing
opportunities created by market volatility. The catalyst
sub-component,
which identifies stocks that are likely to begin or continue to
move favorably relative to their peers, did not perform as well.
The market changed its stock preferences frequently during the
year, making it difficult for our catalyst-related
characteristics to consistently identify outperforming stocks.
Changes
to the Funds portfolio
We began managing the Fund on May 1, 2010, using a
quantitative strategy similar to the former manager. Our
integrated stock selection models evaluate stocks based on three
broad
sub-components
quality, valuation and catalysts (sometimes called momentum).
These were elements of the former managers models as well.
We also use sector and industry-specific data and
characteristics in our stock selection ranking process. For
example, our model may rely on different characteristics and
data to select energy stocks than it does to select technology
stocks.
Because our process focuses on ranking stocks relative to each
other based on their individual characteristics, we do not try
to time the market or the performance of individual sectors. In
general, we keep the Funds sector weightings similar to
those of the S&P 500 Index, rather than allowing
measurable variances. As a result, most, if not all, of the
Funds outperformance or underperformance relative to its
benchmark index should come from stock selection.
6 TRI-CONTINENTAL
CORPORATION 2010 ANNUAL REPORT
Since we began managing the Fund, we reduced weightings in
several stock positions that had been fairly large and
eliminated a number of very small positions. We also adjusted
some sector allocations to bring them more in line with
S&P 500 Index sector weightings.
Our
future strategy
Our strategy is based on individual quantitative stock
selection. Consequently, we do not rely on macroeconomic
scenarios or market outlooks to make security selections. We do
not try to predict when equities will perform well or when they
will perform poorly. Instead, we keep the Fund fully invested at
all times.
We will work to continually enhance the quantitative models and
will focus portfolio holdings on our three themes of quality,
valuation and catalyst. Regardless of the market environment, we
strive to select stocks that will outperform their industry
peers.
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Brian M. Condon
Portfolio Manager
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Any specific
securities mentioned are for illustrative purposes only and are
not a complete list of securities that have increased or
decreased in value. The views expressed in this statement
reflect those of the portfolio manager(s) only through the end
of the period of the report as stated on the cover and do not
necessarily represent the views of Columbia Management
Investment Advisers, LLC (the Investment Manager) or any
subadviser to the Fund or any other person in the Investment
Manager or subadviser organizations. Any such views are subject
to change at any time based upon market or other conditions and
the Investment Manager disclaims any responsibility to update
such views. These views may not be relied on as investment
advice and, because investment decisions for a Fund are based on
numerous factors, may not be relied on as an indication of
trading intent on behalf of any Fund.
The
high-quality focus embedded in our stock selection process
helped stabilize results throughout a volatile year.
TRI-CONTINENTAL
CORPORATION 2010 ANNUAL
REPORT 7
Tri-Continental Corporation
December 31,
2010
(Percentages
represent value of investments compared to net assets)
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Issuer
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Shares
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Value
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Common
Stocks (99.1%)
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CONSUMER
DISCRETIONARY (9.8%)
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Automobiles (0.6%)
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Ford Motor Co.(a)(b)
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416,800
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$
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6,998,072
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Diversified Consumer
Services (0.1%)
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H&R Block, Inc.(a)
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77,095
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918,201
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Internet & Catalog
Retail (0.5%)
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priceline.com, Inc.(b)
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13,274
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5,303,627
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Media (1.6%)
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Comcast Corp., Class A(a)
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20,300
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445,991
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DIRECTV, Class A(b)
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438,200
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17,497,326
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Total
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17,943,317
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Multiline
Retail (0.6%)
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Family Dollar Stores, Inc.(a)
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106,315
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5,284,919
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Macys, Inc.
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40,628
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1,027,888
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Total
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6,312,807
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Specialty
Retail (5.9%)
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AutoZone, Inc.(b)
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68,600
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18,699,674
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Best Buy Co., Inc.
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81,252
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2,786,131
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GameStop Corp., Class A(a)(b)
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616,400
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14,103,232
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Limited Brands, Inc.(a)
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544,430
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16,730,334
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Ross Stores, Inc.
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183,049
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11,577,849
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TJX Companies, Inc.
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22,493
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998,465
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Total
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64,895,685
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Textiles, Apparel &
Luxury Goods (0.5%)
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Coach, Inc.
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18,435
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1,019,640
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Nike, Inc., Class B
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53,138
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4,539,048
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Total
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5,558,688
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TOTAL CONSUMER
DISCRETIONARY
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107,930,397
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CONSUMER
STAPLES (10.3%)
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Beverages (1.4%)
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Coca-Cola
Co. (The)
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230,415
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15,154,395
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Food & Staples
Retailing (3.0%)
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Wal-Mart Stores, Inc.(a)
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482,129
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26,001,217
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Walgreen Co.
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190,782
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7,432,867
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Total
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33,434,084
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Food
Products (1.6%)
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Campbell Soup Co.(a)
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22,000
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764,500
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Hershey Co. (The)
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322,100
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15,187,015
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Hormel Foods Corp.(a)
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23,467
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1,202,918
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Total
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17,154,433
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Household
Products (0.3%)
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Colgate-Palmolive Co.
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11,085
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890,901
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Kimberly-Clark Corp.
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40,100
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2,527,904
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Total
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3,418,805
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Tobacco (4.0%)
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Lorillard, Inc.
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200,964
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16,491,106
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Philip Morris International, Inc.
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463,600
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27,134,508
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Total
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43,625,614
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TOTAL CONSUMER STAPLES
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112,787,331
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ENERGY (12.4%)
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Energy Equipment &
Services (2.2%)
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National Oilwell Varco, Inc.
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364,199
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24,492,383
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Oil, Gas & Consumable
Fuels (10.2%)
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Apache Corp.
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188,100
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|
|
22,427,163
|
Chevron Corp.(c)
|
|
|
382,942
|
|
|
34,943,458
|
ConocoPhillips
|
|
|
482,314
|
|
|
32,845,583
|
Exxon Mobil Corp.
|
|
|
238,743
|
|
|
17,456,888
|
Marathon Oil Corp.
|
|
|
69,368
|
|
|
2,568,697
|
Valero Energy Corp.
|
|
|
81,000
|
|
|
1,872,720
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
112,114,509
|
|
|
TOTAL ENERGY
|
|
|
136,606,892
|
|
|
FINANCIALS (15.6%)
|
|
|
|
|
|
|
|
Capital
Markets (1.8%)
|
Franklin Resources, Inc.
|
|
|
38,008
|
|
|
4,226,870
|
Goldman Sachs Group, Inc. (The)
|
|
|
55,234
|
|
|
9,288,149
|
T Rowe Price Group, Inc.
|
|
|
96,900
|
|
|
6,253,926
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
19,768,945
|
|
|
See accompanying
Notes to Financial Statements.
8 TRI-CONTINENTAL
CORPORATION 2010 ANNUAL REPORT
|
|
|
|
|
|
|
Issuer
|
|
Shares
|
|
Value
|
|
Common
Stocks (continued)
|
|
|
|
|
|
|
|
FINANCIALS (cont.)
|
Commercial
Banks (1.6%)
|
Fifth Third Bancorp
|
|
|
885,936
|
|
|
$13,005,541
|
KeyCorp
|
|
|
583,871
|
|
|
5,167,258
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
18,172,799
|
|
|
Consumer
Finance (2.3%)
|
Capital One Financial Corp.
|
|
|
459,035
|
|
|
19,536,530
|
Discover Financial Services
|
|
|
169,896
|
|
|
3,148,173
|
SLM Corp.(b)
|
|
|
186,365
|
|
|
2,346,335
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
25,031,038
|
|
|
Diversified Financial
Services (4.2%)
|
Citigroup, Inc.(a)(b)
|
|
|
4,175,693
|
|
|
19,751,028
|
JPMorgan Chase & Co.
|
|
|
597,457
|
|
|
25,344,126
|
NASDAQ OMX Group, Inc. (The)(b)
|
|
|
41,400
|
|
|
981,594
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
46,076,748
|
|
|
Insurance (4.2%)
|
Aflac, Inc.
|
|
|
136,212
|
|
|
7,686,443
|
Allstate Corp. (The)
|
|
|
151,229
|
|
|
4,821,181
|
AON Corp.
|
|
|
169,639
|
|
|
7,805,090
|
Chubb Corp.
|
|
|
32,905
|
|
|
1,962,454
|
Hartford Financial Services Group, Inc.
|
|
|
349,587
|
|
|
9,260,560
|
Lincoln National Corp.(a)
|
|
|
49,430
|
|
|
1,374,648
|
Torchmark Corp.
|
|
|
52,200
|
|
|
3,118,428
|
Travelers Companies, Inc. (The)
|
|
|
188,996
|
|
|
10,528,967
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
46,557,771
|
|
|
Real Estate Investment Trusts
(REITs) (1.5%)
|
Apartment Investment & Management Co., Class A
|
|
|
224,600
|
|
|
5,803,664
|
Equity Residential
|
|
|
67,059
|
|
|
3,483,715
|
Simon Property Group, Inc.
|
|
|
68,986
|
|
|
6,863,417
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
16,150,796
|
|
|
TOTAL FINANCIALS
|
|
|
171,758,097
|
|
|
HEALTH
CARE (11.0%)
|
|
|
|
|
|
|
|
Biotechnology (1.5%)
|
Amgen, Inc.(b)
|
|
|
45,737
|
|
|
2,510,961
|
Biogen Idec, Inc.(b)
|
|
|
192,900
|
|
|
12,933,945
|
Cephalon, Inc.(a)(b)
|
|
|
13,389
|
|
|
826,369
|
Gilead Sciences, Inc.(b)
|
|
|
4,700
|
|
|
170,328
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
16,441,603
|
|
|
Health Care
Equipment & Supplies (0.2%)
|
Becton Dickinson and Co.
|
|
|
20,425
|
|
|
1,726,321
|
|
|
Health Care
Providers & Services (2.6%)
|
Aetna, Inc.
|
|
|
17,085
|
|
|
521,263
|
Cardinal Health, Inc.
|
|
|
35,079
|
|
|
1,343,877
|
CIGNA Corp.
|
|
|
125,553
|
|
|
4,602,773
|
Humana, Inc.(b)
|
|
|
24,709
|
|
|
1,352,571
|
Laboratory Corp. of America Holdings(a)(b)
|
|
|
10,100
|
|
|
887,992
|
UnitedHealth Group, Inc.
|
|
|
563,656
|
|
|
20,353,618
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
29,062,094
|
|
|
Pharmaceuticals (6.7%)
|
Abbott Laboratories
|
|
|
253,106
|
|
|
12,126,308
|
Eli Lilly & Co.
|
|
|
553,748
|
|
|
19,403,330
|
Forest Laboratories, Inc.(b)
|
|
|
114,465
|
|
|
3,660,591
|
Johnson & Johnson(a)
|
|
|
266,844
|
|
|
16,504,301
|
Merck & Co., Inc.
|
|
|
600,497
|
|
|
21,641,912
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
73,336,442
|
|
|
TOTAL HEALTH CARE
|
|
|
120,566,460
|
|
|
INDUSTRIALS (10.8%)
|
|
|
|
|
|
|
|
Aerospace &
Defense (3.7%)
|
General Dynamics Corp.
|
|
|
77,707
|
|
|
5,514,089
|
Lockheed Martin Corp.
|
|
|
69,023
|
|
|
4,825,398
|
Northrop Grumman Corp.
|
|
|
84,636
|
|
|
5,482,720
|
Raytheon Co.
|
|
|
311,984
|
|
|
14,457,338
|
United Technologies Corp.
|
|
|
125,207
|
|
|
9,856,295
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
40,135,840
|
|
|
Air Freight &
Logistics (0.5%)
|
United Parcel Service, Inc., Class B
|
|
|
74,800
|
|
|
5,428,984
|
|
|
Commercial Services &
Supplies (1.2%)
|
Avery Dennison Corp.
|
|
|
27,121
|
|
|
1,148,303
|
Pitney Bowes, Inc.(a)
|
|
|
42,234
|
|
|
1,021,218
|
RR Donnelley & Sons Co.
|
|
|
650,597
|
|
|
11,365,930
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
13,535,451
|
|
|
Electrical
Equipment (0.7%)
|
Emerson Electric Co.
|
|
|
142,657
|
|
|
8,155,701
|
|
|
See accompanying
Notes to Financial Statements.
TRI-CONTINENTAL
CORPORATION 2010 ANNUAL
REPORT 9
Portfolio
of Investments
(continued)
|
|
|
|
|
|
|
Issuer
|
|
Shares
|
|
Value
|
|
Common
Stocks (continued)
|
|
|
|
|
|
|
|
INDUSTRIALS (cont.)
|
Industrial
Conglomerates (3.0%)
|
3M Co.
|
|
|
87,751
|
|
|
$7,572,911
|
General Electric Co.
|
|
|
1,379,615
|
|
|
25,233,159
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
32,806,070
|
|
|
Machinery (0.3%)
|
Eaton Corp.
|
|
|
12,205
|
|
|
1,238,929
|
Illinois Tool Works, Inc.(a)
|
|
|
39,314
|
|
|
2,099,368
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
3,338,297
|
|
|
Professional
Services (0.7%)
|
Dun & Bradstreet Corp.(a)
|
|
|
86,700
|
|
|
7,117,203
|
|
|
Road &
Rail (0.2%)
|
CSX Corp.
|
|
|
38,218
|
|
|
2,469,265
|
|
|
Trading Companies &
Distributors (0.5%)
|
WW Grainger, Inc.(a)
|
|
|
40,000
|
|
|
5,524,400
|
|
|
TOTAL INDUSTRIALS
|
|
|
118,511,211
|
|
|
INFORMATION
TECHNOLOGY (18.9%)
|
|
|
|
|
|
|
|
Communications
Equipment (0.1%)
|
QUALCOMM, Inc.
|
|
|
17,150
|
|
|
848,753
|
|
|
Computers &
Peripherals (6.8%)
|
Apple, Inc.(b)
|
|
|
153,221
|
|
|
49,422,966
|
Dell, Inc.(b)
|
|
|
192,487
|
|
|
2,608,199
|
Lexmark International, Inc., Class A(b)
|
|
|
212,600
|
|
|
7,402,732
|
SanDisk Corp.(a)(b)
|
|
|
312,400
|
|
|
15,576,264
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
75,010,161
|
|
|
Electronic Equipment,
Instruments & Components (0.2%)
|
Tyco Electronics Ltd.
|
|
|
64,065
|
|
|
2,267,901
|
|
|
IT
Services (4.1%)
|
IBM Corp.(a)
|
|
|
241,800
|
|
|
35,486,568
|
Teradata Corp.(a)(b)
|
|
|
239,300
|
|
|
9,849,588
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
45,336,156
|
|
|
Semiconductors &
Semiconductor Equipment (4.2%)
|
Advanced Micro Devices, Inc.(a)(b)
|
|
|
125,914
|
|
|
1,029,977
|
Intel Corp.
|
|
|
1,047,800
|
|
|
22,035,234
|
Texas Instruments, Inc.(a)
|
|
|
704,600
|
|
|
22,899,500
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
45,964,711
|
|
|
Software (3.5%)
|
Microsoft Corp.
|
|
|
1,360,894
|
|
|
37,996,160
|
|
|
TOTAL INFORMATION
TECHNOLOGY
|
|
|
207,423,842
|
|
|
MATERIALS (3.7%)
|
|
|
|
|
|
|
|
Chemicals (0.7%)
|
Eastman Chemical Co.
|
|
|
46,093
|
|
|
3,875,499
|
EI du Pont de Nemours & Co.
|
|
|
31,327
|
|
|
1,562,591
|
PPG Industries, Inc.
|
|
|
26,162
|
|
|
2,199,439
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
7,637,529
|
|
|
Metals &
Mining (3.0%)
|
Freeport-McMoRan Copper & Gold, Inc.
|
|
|
123,344
|
|
|
14,812,381
|
Newmont Mining Corp.
|
|
|
295,400
|
|
|
18,146,422
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
32,958,803
|
|
|
TOTAL MATERIALS
|
|
|
40,596,332
|
|
|
TELECOMMUNICATION
SERVICES (3.4%)
|
|
|
|
|
|
|
|
Diversified Telecommunication
Services (3.4%)
|
AT&T, Inc.
|
|
|
778,594
|
|
|
22,875,092
|
Verizon Communications, Inc.
|
|
|
410,598
|
|
|
14,691,196
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
37,566,288
|
|
|
TOTAL TELECOMMUNICATION
SERVICES
|
|
|
37,566,288
|
|
|
UTILITIES (3.2%)
|
|
|
|
|
|
|
|
Electric
Utilities (1.8%)
|
Edison International(a)
|
|
|
29,772
|
|
|
1,149,199
|
Exelon Corp.
|
|
|
455,935
|
|
|
18,985,134
|
FirstEnergy Corp.(a)
|
|
|
2,212
|
|
|
81,888
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
20,216,221
|
|
|
Multi-Utilities (1.4%)
|
Public Service Enterprise Group, Inc.
|
|
|
473,600
|
|
|
15,065,216
|
|
|
TOTAL UTILITIES
|
|
|
35,281,437
|
|
|
Total Common Stocks
|
|
|
|
(Cost: $955,278,201)
|
|
$
|
1,089,028,287
|
|
|
See accompanying
Notes to Financial Statements.
10 TRI-CONTINENTAL
CORPORATION 2010 ANNUAL REPORT
|
|
|
|
|
|
|
Issuer
|
|
Shares
|
|
Value
|
|
Limited
Partnerships (0.2%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCIALS (0.2%)
|
|
|
|
|
|
|
|
Capital
Markets (0.2%)
|
WCAS Capital Partners II LP(d)(e)(f)(j)
|
|
|
4,212,138
|
|
$
|
2,019,088
|
|
|
|
|
|
|
|
TOTAL FINANCIALS
|
|
|
2,019,088
|
|
|
Total Limited
Partnerships
|
|
|
|
(Cost: $4,212,138)
|
|
$
|
2,019,088
|
|
|
|
|
Shares
|
|
Value
|
|
Money Market
Fund (0.3%)
|
|
|
|
|
|
|
|
Columbia Short-Term Cash Fund, 0.229%(g)(h)
|
|
|
3,118,708
|
|
$
|
3,118,708
|
|
|
Total Money Market
Fund
|
|
|
|
(Cost: $3,118,708)
|
|
$
|
3,118,708
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective
|
|
Par/
|
|
|
Issuer
|
|
Yield
|
|
Principal
|
|
Value
|
|
Investments
of Cash Collateral Received
for Securities on Loan (7.4%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset-Backed Commercial
Paper (0.7%)
|
Grampian Funding LLC
|
01/13/11
|
|
0.280%
|
|
$
|
1,999,518
|
|
$
|
1,999,518
|
Rhein-Main Securitisation Ltd.
|
01/12/11
|
|
0.551%
|
|
|
2,995,783
|
|
|
2,995,783
|
Rheingold Securitization
|
01/10/11
|
|
0.430%
|
|
|
1,999,260
|
|
|
1,999,260
|
Royal Park Investments Funding Corp.
|
03/08/11
|
|
0.410%
|
|
|
999,043
|
|
|
999,043
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
7,993,604
|
|
|
Certificates of
Deposit (1.4%)
|
Barclays Bank PLC
|
03/15/11
|
|
0.440%
|
|
|
2,000,000
|
|
|
2,000,000
|
Clydesdale Bank PLC
|
01/24/11
|
|
0.365%
|
|
|
2,000,000
|
|
|
2,000,000
|
KBC Bank NV
|
01/24/11
|
|
0.450%
|
|
|
3,000,000
|
|
|
3,000,000
|
Mitsubishi UFJ Trust and Banking Corp.
|
02/22/11
|
|
0.320%
|
|
|
2,000,000
|
|
|
2,000,000
|
Pohjola Bank PLC
|
03/16/11
|
|
0.660%
|
|
|
3,000,000
|
|
|
3,000,000
|
United Overseas Bank Ltd.
|
01/18/11
|
|
0.330%
|
|
|
3,000,000
|
|
|
3,000,000
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
15,000,000
|
|
|
Other Short-Term
Obligations (0.2%)
|
Natixis Financial Products LLC
|
01/03/11
|
|
0.500%
|
|
|
2,000,000
|
|
|
2,000,000
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
2,000,000
|
|
|
Repurchase
Agreements (5.1%)
|
Barclays Capital, Inc.
dated 10/13/10, matures 01/31/11,
repurchase price $5,000,125(i)
|
|
|
0.300%
|
|
|
5,000,000
|
|
|
5,000,000
|
Cantor Fitzgerald & Co.
dated 12/31/10, matures 01/03/11,
repurchase price $5,000,167(i)
|
|
|
0.400%
|
|
|
5,000,000
|
|
|
5,000,000
|
Citigroup Global Markets, Inc.
dated 12/31/10, matures 01/03/11,
repurchase price $12,000,160(i)
|
|
|
0.160%
|
|
|
12,000,000
|
|
|
12,000,000
|
Goldman Sachs & Co.
dated 12/31/10, matures 01/03/11,
repurchase price $8,177,480(i)
|
|
|
0.170%
|
|
|
8,177,364
|
|
|
8,177,364
|
Mizuho Securities USA, Inc.
dated 12/31/10, matures 01/03/11,
repurchase price $10,000,417(i)
|
|
|
0.500%
|
|
|
10,000,000
|
|
|
10,000,000
|
Morgan Stanley
dated 01/21/10, matures 01/14/11,
repurchase price $7,000,953(i)
|
|
|
0.350%
|
|
|
7,000,000
|
|
|
7,000,000
|
RBS Securities, Inc.
dated 12/31/10, matures 01/03/11
repurchase price $9,000,225(i)
|
|
|
0.300%
|
|
|
9,000,000
|
|
|
9,000,000
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
56,177,364
|
|
|
Total Investments of Cash
Collateral Received for
Securities on Loan
|
(Cost: $81,170,968)
|
|
$
|
81,170,968
|
|
|
Total Investments
|
(Cost: $1,043,780,015)
|
|
$
|
1,175,337,051
|
Other Assets &
Liabilities, Net
|
|
|
(76,448,699)
|
|
|
Net Assets
|
|
$
|
1,098,888,352
|
|
|
See accompanying
Notes to Financial Statements.
TRI-CONTINENTAL
CORPORATION 2010 ANNUAL
REPORT 11
Portfolio
of Investments
(continued)
The industries
identified above are based on the Global Industry Classification
Standard (GICS), which was developed by and is the exclusive
property of, Morgan Stanley Capital International Inc. and
Standard & Poors, a division of The McGraw-Hill
Companies, Inc.
Investments
in Derivatives
Futures
Contracts Outstanding at December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
contracts
|
|
|
Notional
|
|
|
Expiration
|
|
|
Unrealized
|
|
|
Unrealized
|
|
Contract
description
|
|
long
(short)
|
|
|
market
value
|
|
|
date
|
|
|
appreciation
|
|
|
depreciation
|
|
S&P 500 Index
|
|
|
10
|
|
|
|
$3,132,500
|
|
|
|
March 2011
|
|
|
|
$22,741
|
|
|
|
$
|
|
Notes
to Portfolio of Investments
|
|
|
(a)
|
|
At
December 31, 2010, security was partially or fully on loan.
|
|
(b)
|
|
Non-income
producing.
|
|
(c)
|
|
At
December 31, 2010, investments in securities included
securities valued at $876,456 that were partially pledged as
collateral to cover initial margin deposits on open stock index
futures contracts.
|
|
(d)
|
|
The
share amount for Limited Liability Companies (LLC) or Limited
Partnerships (LP) represents capital contributions. At
December 31, 2010, there was no capital committed to the
LLC or LP for future investment.
|
|
(e)
|
|
Identifies
issues considered to be illiquid as to their marketability. The
aggregate value of such securities at December 31, 2010 was
$2,019,088, representing 0.18% of net assets. Information
concerning such security holdings at December 31, 2010 was
as follows:
|
|
|
|
|
|
|
|
|
|
Acquisition
|
|
|
|
Security
|
|
Dates
|
|
Cost
|
|
WCAS Capital Partners II LP
|
|
12-11-90 thru 03-24-98
|
|
|
$4,212,138
|
|
|
|
|
(f)
|
|
At
December 31, 2010, the Fund owned one limited partnership
investment that was purchased through a private offering and
cannot be sold without prior registration under the Securities
Act of 1933 or pursuant to an exemption therefrom. The
investment is valued at fair value as determined in accordance
with procedures approved by the Board of Directors of the Fund.
The acquisition dates of investment in the limited partnership,
along with the cost and value at December 31, 2010, were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition
|
|
|
|
|
|
|
|
Security
|
|
Dates
|
|
|
Cost
|
|
|
Value(a)
|
|
WCAS Capital Partners II LP
|
|
|
12-11-90 thru 03-24-98
|
|
|
|
$4,212,138
|
|
|
|
$2,019,088
|
|
12 TRI-CONTINENTAL
CORPORATION 2010 ANNUAL REPORT
Notes
to Portfolio of Investments (continued)
|
|
|
(g)
|
|
Investments
in affiliates during the year ended December 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales Cost/
|
|
|
|
|
|
|
|
|
Dividends
|
|
|
|
|
|
|
Beginning
|
|
|
Purchase
|
|
|
Proceeds
|
|
|
Realized
|
|
|
Ending
|
|
|
or Interest
|
|
|
|
|
Issuer
|
|
Cost
|
|
|
Cost
|
|
|
from
Sales
|
|
|
Gain/Loss
|
|
|
Cost
|
|
|
Income
|
|
|
Value
|
|
Columbia Short-Term
Cash Fund
|
|
|
$3,915,360
|
|
|
|
$45,428,970
|
|
|
|
$(46,225,622
|
)
|
|
|
$
|
|
|
|
$3,118,708
|
|
|
|
$6,050
|
|
|
|
$3,118,708
|
|
|
|
|
(h)
|
|
The
rate shown is the
seven-day
current annualized yield at December 31, 2010.
|
|
(i)
|
|
The
table below represents securities received as collateral for
repurchase agreements. This collateral, which is generally high
quality short-term obligations, is deposited with the
Funds custodian and, pursuant to the terms of the
repurchase agreement, must have an aggregate market value
greater than or equal to the repurchase price plus accrued
interest at all times. The value of securities
and/or cash
held as collateral for repurchase agreements is monitored on a
daily basis to ensure the existence of the proper level of
collateral.
|
|
|
|
|
|
Barclays Capital,
Inc. (0.300%)
|
|
|
|
Security
description
|
|
Value
|
|
Arabella Ltd
|
|
|
$25,198
|
|
Archer Daniels
|
|
|
259,234
|
|
ASB Finance Ltd
|
|
|
307,122
|
|
Banco Bilbao Vizcaya
|
|
|
829,061
|
|
Banco Bilbao Vizcaya Argentaria/New York NY
|
|
|
12,260
|
|
BP Capital Markets
|
|
|
154,073
|
|
BPCE
|
|
|
110,771
|
|
Central American Bank
|
|
|
960
|
|
Commonwealth Bank of Australia
|
|
|
155,968
|
|
Credit Agricole NA
|
|
|
255
|
|
Danske Corp
|
|
|
383,706
|
|
Electricite De France
|
|
|
635,382
|
|
European Investment Bank
|
|
|
854,923
|
|
Gdz Suez
|
|
|
131,977
|
|
Golden Funding Corp
|
|
|
9,086
|
|
Ing (US) Funding LLC
|
|
|
40
|
|
Natexis Banques
|
|
|
98,669
|
|
Nationwide Building
|
|
|
615,131
|
|
Natixis NY
|
|
|
47,999
|
|
Natixis US Finance Co
|
|
|
800
|
|
Prudential PLC
|
|
|
185,570
|
|
Silver Tower US Fund
|
|
|
2,400
|
|
Skandin Ens Banken
|
|
|
24,018
|
|
Societe Gen No Amer
|
|
|
399,797
|
|
Societe Generale NY
|
|
|
5,199
|
|
UBS Ag Stamford
|
|
|
401
|
|
|
|
|
|
|
Total market value of collateral securities
|
|
|
$5,250,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TRI-CONTINENTAL
CORPORATION 2010 ANNUAL
REPORT 13
Portfolio
of Investments
(continued)
Notes
to Portfolio of Investments (continued)
|
|
|
|
|
Cantor
Fitzgerald & Co. (0.400%)
|
|
|
|
Security
description
|
|
Value
|
|
Fannie Mae Interest Strip
|
|
|
$160,155
|
|
Fannie Mae Pool
|
|
|
437,394
|
|
Fannie Mae Principal Strip
|
|
|
5,231
|
|
Fannie Mae REMICS
|
|
|
293,198
|
|
Federal Farm Credit Bank
|
|
|
272,685
|
|
Federal Home Loan Banks
|
|
|
488,537
|
|
Federal Home Loan Mortgage Corp
|
|
|
36,653
|
|
Federal National Mortgage Association
|
|
|
423,596
|
|
FHLMC Structured Pass Through Securities
|
|
|
173,399
|
|
Freddie Mac Non Gold Pool
|
|
|
419,859
|
|
Freddie Mac Reference REMIC
|
|
|
2,826
|
|
Freddie Mac REMICS
|
|
|
257,696
|
|
Freddie Mac Strips
|
|
|
75,992
|
|
Ginnie Mae I Pool
|
|
|
49,118
|
|
Ginnie Mae II Pool
|
|
|
272,271
|
|
Government National Mortgage Association
|
|
|
109,545
|
|
United States Treasury Inflation Indexed Bonds
|
|
|
15,057
|
|
United States Treasury Note/Bond
|
|
|
1,196,525
|
|
United States Treasury Strip Coupon
|
|
|
357,636
|
|
United States Treasury Strip Principal
|
|
|
52,627
|
|
|
|
|
|
|
Total market value of collateral securities
|
|
|
$5,100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Citigroup Global
Markets, Inc. (0.160%)
|
|
|
|
Security
description
|
|
Value
|
|
Fannie Mae Benchmark REMIC
|
|
|
$59,614
|
|
Fannie Mae REMICS
|
|
|
4,031,980
|
|
Fannie Mae Whole Loan
|
|
|
102,570
|
|
Fannie Mae-Aces
|
|
|
7,832
|
|
Freddie Mac Reference REMIC
|
|
|
279,387
|
|
Freddie Mac REMICS
|
|
|
6,159,912
|
|
Government National Mortgage Association
|
|
|
1,598,705
|
|
|
|
|
|
|
Total market value of collateral securities
|
|
|
$12,240,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goldman
Sachs & Co. (0.170%)
|
|
|
|
Security
description
|
|
Value
|
|
Government National Mortgage Association
|
|
|
$8,340,911
|
|
|
|
|
|
|
Total market value of collateral securities
|
|
|
$8,340,911
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14 TRI-CONTINENTAL
CORPORATION 2010 ANNUAL REPORT
Notes
to Portfolio of Investments (continued)
|
|
|
|
|
Mizuho Securities
USA, Inc. (0.500%)
|
|
|
|
Security
description
|
|
Value
|
|
Fannie Mae Grantor Trust
|
|
|
$4,938
|
|
Fannie Mae Pool
|
|
|
4,149,551
|
|
Fannie Mae REMICS
|
|
|
428,238
|
|
Fannie Mae Whole Loan
|
|
|
11,634
|
|
Federal Farm Credit Bank
|
|
|
6,664
|
|
Federal Home Loan Banks
|
|
|
172,904
|
|
Federal Home Loan Mortgage Corp
|
|
|
26,630
|
|
FHLMC Structured Pass Through Securities
|
|
|
25,222
|
|
Freddie Mac Gold Pool
|
|
|
2,174,343
|
|
Freddie Mac Non Gold Pool
|
|
|
257,995
|
|
Freddie Mac REMICS
|
|
|
479,399
|
|
Ginnie Mae II Pool
|
|
|
351,038
|
|
Government National Mortgage Association
|
|
|
651,145
|
|
United States Treasury Note/Bond
|
|
|
1,460,299
|
|
|
|
|
|
|
Total market value of collateral securities
|
|
|
$10,200,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Morgan Stanley
(0.350%)
|
|
|
|
Security
description
|
|
Value
|
|
Argento Variable Fund
|
|
|
$430,582
|
|
Federal Home Loan Banks
|
|
|
3,570,025
|
|
Ginnie Mae I Pool
|
|
|
2,759,703
|
|
Landesbank
|
|
|
403,547
|
|
|
|
|
|
|
Total market value of collateral securities
|
|
|
$7,163,857
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TRI-CONTINENTAL
CORPORATION 2010 ANNUAL
REPORT 15
Portfolio
of Investments
(continued)
Notes
to Portfolio of Investments (continued)
|
|
|
|
|
RBS Securities,
Inc. (0.300%)
|
|
|
|
Security
description
|
|
Value
|
|
Amortizing Residential Collateral Trust
|
|
|
$329,877
|
|
Capital One Multi-Asset Execution Trust
|
|
|
1,206,887
|
|
Chase Issuance Trust
|
|
|
323,503
|
|
Citibank Credit Card Issuance Trust
|
|
|
755,736
|
|
Citibank Omni Master Trust
|
|
|
730,306
|
|
Discover Card Master Trust I
|
|
|
440,715
|
|
First Franklin Mortgage Loan Asset Backed Certificates
|
|
|
266,686
|
|
First National Master Note Trust
|
|
|
397,310
|
|
Ford Credit Auto Owner Trust
|
|
|
68,813
|
|
Freddie Mac Gold Pool
|
|
|
738,855
|
|
GS Mortgage Securities Corp II
|
|
|
300,222
|
|
HSBC Home Equity Loan Trust
|
|
|
845,104
|
|
Merrill Lynch/Countrywide Commercial Mortgage Trust
|
|
|
916,714
|
|
Nelnet Student Loan Trust
|
|
|
378,800
|
|
SLC Student Loan Trust
|
|
|
606,664
|
|
SLM Student Loan Trust
|
|
|
922,050
|
|
Structured Asset Investment Loan Trust
|
|
|
68,018
|
|
Wells Fargo Home Equity Trust
|
|
|
132,059
|
|
|
|
|
|
|
Total market value of collateral securities
|
|
|
$9,428,319
|
|
|
|
|
|
|
|
|
|
(j)
|
|
Security
valued by management at fair value according to procedures
approved, in good faith, by the Board.
|
16 TRI-CONTINENTAL
CORPORATION 2010 ANNUAL REPORT
Fair
Value Measurements
Generally accepted
accounting principles (GAAP) require disclosure regarding the
inputs and valuation techniques used to measure fair value and
any changes in valuation inputs or techniques. In addition,
investments shall be disclosed by major category.
The Fund categorizes
its fair value measurements according to a three-level hierarchy
that maximizes the use of observable inputs and minimizes the
use of unobservable inputs by prioritizing that the most
observable input be used when available. Observable inputs are
those that market participants would use in pricing an
investment based on market data obtained from sources
independent of the reporting entity. Unobservable inputs are
those that reflect the Funds assumptions about the
information market participants would use in pricing an
investment. An investments level within the fair value
hierarchy is based on the lowest level of any input that is
deemed significant to the asset or liabilitys fair value
measurement. The input levels are not necessarily an indication
of the risk or liquidity associated with investments at that
level. For example, certain U.S. government securities are
generally high quality and liquid, however, they are reflected
as Level 2 because the inputs used to determine fair value
may not always be quoted prices in an active market.
Fair value inputs
are summarized in the three broad levels listed below:
|
|
|
|
|
Level 1
Valuations based on quoted prices for investments in active
markets that the Fund has the ability to access at the
measurement date (including NAV for open-end mutual funds).
Valuation adjustments are not applied to Level 1
investments.
|
|
|
|
Level 2
Valuations based on other significant observable inputs
(including quoted prices for similar securities, interest rates,
prepayment speeds, credit risks, etc.).
|
|
|
|
Level 3
Valuations based on significant unobservable inputs (including
the Funds own assumptions and judgment in determining the
fair value of investments).
|
Inputs that are used
in determining fair value of an investment may include price
information, credit data, volatility statistics, and other
factors. These inputs can be either observable or unobservable.
The availability of observable inputs can vary between
investments, and is affected by various factors such as the type
of investment, and the volume and level of activity for that
investment or similar investments in the marketplace. The inputs
will be considered by the Fund Administrator, along with
any other relevant factors in the calculation of an
investments fair value. The Fund uses prices and inputs
that are current as of the measurement date, which may include
periods of market dislocations. During these periods, the
availability of prices and inputs may be reduced for many
investments. This condition could cause an investment to be
reclassified between the various levels within the hierarchy.
Non-U.S. equity
securities actively traded in foreign markets where there is a
significant delay in the local close relative to the New York
Stock Exchange (NYSE) are classified as Level 2. The values of
these securities may include an adjustment to reflect the impact
of significant market movements following the close of local
trading, as described in Note 2 to the financial
statements Security Valuation.
TRI-CONTINENTAL
CORPORATION 2010 ANNUAL
REPORT 17
Portfolio
of Investments
(continued)
Fair
Value Measurements (continued)
Investments falling
into the Level 3 category are primarily supported by quoted
prices from brokers and dealers participating in the market for
those investments. However, these may be classified as
Level 3 investments due to lack of market transparency and
corroboration to support these quoted prices. Additionally,
valuation models may be used as the pricing source for any
remaining investments classified as Level 3. These models
rely on one or more significant unobservable inputs
and/or
significant assumptions by the Fund Administrator. Inputs used
in valuations may include, but are not limited to, financial
statement analysis, capital account balances, discount rates and
estimated cash flows, and comparable company data.
The following table
is a summary of the inputs used to value the Funds
investments as of December 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value at
December 31, 2010
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
|
|
|
|
|
|
|
quoted prices
|
|
|
other
|
|
|
Level 3
|
|
|
|
|
|
|
in active
|
|
|
significant
|
|
|
significant
|
|
|
|
|
|
|
markets for
|
|
|
observable
|
|
|
unobservable
|
|
|
|
|
Description(a)
|
|
identical
assets(b)
|
|
|
inputs
|
|
|
inputs
|
|
|
Total
|
|
Equity Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stocks
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Discretionary
|
|
|
$107,930,397
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$107,930,397
|
|
Consumer Staples
|
|
|
112,787,331
|
|
|
|
|
|
|
|
|
|
|
|
112,787,331
|
|
Energy
|
|
|
136,606,892
|
|
|
|
|
|
|
|
|
|
|
|
136,606,892
|
|
Financials
|
|
|
171,758,097
|
|
|
|
|
|
|
|
|
|
|
|
171,758,097
|
|
Health Care
|
|
|
120,566,460
|
|
|
|
|
|
|
|
|
|
|
|
120,566,460
|
|
Industrials
|
|
|
118,511,211
|
|
|
|
|
|
|
|
|
|
|
|
118,511,211
|
|
Information Technology
|
|
|
207,423,842
|
|
|
|
|
|
|
|
|
|
|
|
207,423,842
|
|
Materials
|
|
|
40,596,332
|
|
|
|
|
|
|
|
|
|
|
|
40,596,332
|
|
Telecommunication Services
|
|
|
37,566,288
|
|
|
|
|
|
|
|
|
|
|
|
37,566,288
|
|
Utilities
|
|
|
35,281,437
|
|
|
|
|
|
|
|
|
|
|
|
35,281,437
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Equity Securities
|
|
|
1,089,028,287
|
|
|
|
|
|
|
|
|
|
|
|
1,089,028,287
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Limited Partnerships
|
|
|
|
|
|
|
|
|
|
|
2,019,088
|
|
|
|
2,019,088
|
|
Affiliated Money Market Fund(c)
|
|
|
3,118,708
|
|
|
|
|
|
|
|
|
|
|
|
3,118,708
|
|
Investments of Cash Collateral Received for Securities on Loan
|
|
|
|
|
|
|
81,170,968
|
|
|
|
|
|
|
|
81,170,968
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Other
|
|
|
3,118,708
|
|
|
|
81,170,968
|
|
|
|
2,019,088
|
|
|
|
86,308,764
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in Securities
|
|
|
1,092,146,995
|
|
|
|
81,170,968
|
|
|
|
2,019,088
|
|
|
|
1,175,337,051
|
|
Derivatives(d)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Futures Contracts
|
|
|
22,741
|
|
|
|
|
|
|
|
|
|
|
|
22,741
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
$1,092,169,736
|
|
|
|
$81,170,968
|
|
|
|
$2,019,088
|
|
|
|
$1,175,359,792
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18 TRI-CONTINENTAL
CORPORATION 2010 ANNUAL REPORT
Fair
Value Measurements (continued)
|
|
|
(a)
|
|
See
the Portfolio of Investments for all investment classifications
not indicated in the table.
|
|
(b)
|
|
There
were no significant transfers between Levels 1 and 2 during
the period.
|
|
(c)
|
|
Money
market fund that is a sweep investment for cash balances in the
Fund at December 31, 2010.
|
|
(d)
|
|
Derivative
instruments are valued at unrealized appreciation (depreciation).
|
The following table
is a reconciliation of Level 3 assets for which significant
unobservable inputs were used to determine fair value.
|
|
|
|
|
|
|
Limited
|
|
|
|
Partnerships
|
|
Balance as of December 31, 2009
|
|
|
$1,927,202
|
|
Accrued discounts/premiums
|
|
|
|
|
Realized gain (loss)
|
|
|
|
|
Change in unrealized appreciation (depreciation)*
|
|
|
91,886
|
|
Sales
|
|
|
|
|
Purchases
|
|
|
|
|
Transfers into Level 3
|
|
|
|
|
Transfers out of Level 3
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2010
|
|
|
$2,019,088
|
|
|
|
|
|
|
|
|
|
*
|
|
Change
in unrealized appreciation (depreciation) relating to securities
held at December 31, 2010 was $91,886.
|
Transfers in
and/or out
of Level 3 are determined based on the fair value at the
beginning of the period for security positions held throughout
the period.
How
to find information about the Funds quarterly portfolio
holdings
|
|
|
(i)
|
|
The
Fund files its complete schedule of portfolio holdings with the
Securities and Exchange Commission (Commission) for the first
and third quarters of each fiscal year on
Form N-Q;
|
|
(ii)
|
|
The
Funds
Forms N-Q
are available on the Commissions website at
http://www.sec.gov;
|
|
(iii)
|
|
The
Funds
Forms N-Q
may be reviewed and copied at the Commissions Public
Reference Room in Washington, DC (information on the operations
of the Public Reference Room may be obtained by calling
800.SEC.0330); and
|
|
(iv)
|
|
The
Funds complete schedule of portfolio holdings, as filed on
Form N-Q,
can be obtained without charge, upon request, by calling
800.345.6611.
|
TRI-CONTINENTAL
CORPORATION 2010 ANNUAL
REPORT 19
Statement
of Assets and Liabilities
December 31,
2010
|
|
|
|
|
Assets
|
Investments, at value
|
|
|
|
|
Unaffiliated issuers* (identified cost $959,490,339)
|
|
$
|
1,091,047,375
|
|
Affiliated issuers (identified cost $3,118,708)
|
|
|
3,118,708
|
|
Investment of cash collateral received for securities on loan
(identified cost $81,170,968)
|
|
|
81,170,968
|
|
|
|
|
|
|
Total investments (identified cost $1,043,780,015)
|
|
|
1,175,337,051
|
|
Receivable for:
|
|
|
|
|
Dividends
|
|
|
1,109,341
|
|
Interest
|
|
|
8,025
|
|
Equity-linked notes (Note 8)
|
|
|
5,170,265
|
|
Other assets
|
|
|
43,681
|
|
|
|
|
|
|
Total assets
|
|
|
1,181,668,363
|
|
|
|
|
|
|
Liabilities
|
Due upon return of securities on loan
|
|
|
81,170,968
|
|
Payable for:
|
|
|
|
|
Investments purchased
|
|
|
128
|
|
Preferred Stock dividends
|
|
|
470,463
|
|
Variation margin on futures contracts
|
|
|
3,375
|
|
Investment management fees
|
|
|
10,684
|
|
Stockholder servicing and transfer agent fees
|
|
|
2,907
|
|
Administration fees
|
|
|
1,710
|
|
Stockholders meeting fees
|
|
|
133,627
|
|
Other expenses
|
|
|
986,149
|
|
|
|
|
|
|
Total liabilities
|
|
|
82,780,011
|
|
|
|
|
|
|
Net assets
|
|
|
1,098,888,352
|
|
Preferred Stock
|
|
|
37,637,000
|
|
|
|
|
|
|
Net assets for Common Stock
|
|
$
|
1,061,251,352
|
|
|
|
|
|
|
Net asset value per share of outstanding Common Stock
|
|
$
|
15.96
|
|
|
|
|
|
|
Market price per share of Common Stock
|
|
$
|
13.76
|
|
|
|
|
|
|
*Value of securities on loan
|
|
$
|
78,947,325
|
|
|
|
|
|
|
The accompanying
Notes to Financial Statements are an integral part of this
statement.
20 TRI-CONTINENTAL
CORPORATION 2010 ANNUAL REPORT
Statement
of Capital Stock and Surplus
December
31, 2010
|
|
|
|
|
Capital
Stock
|
$2.50 Cumulative Preferred Stock, $50 par value, assets coverage
per share $1,460
|
|
|
|
|
Shares issued and outstanding 752,740
|
|
$
|
37,637,000
|
|
Common Stock, $0.50 par value:
|
|
|
|
|
Shares issued and outstanding 66,509,379
|
|
|
33,254,690
|
|
Surplus
|
Capital surplus
|
|
|
1,694,166,211
|
|
Undistributed net investment income
|
|
|
951,895
|
|
Accumulated net realized loss
|
|
|
(800,999,116
|
)
|
Unrealized appreciation (depreciation) on:
|
|
|
|
|
Investments unaffiliated issuers
|
|
|
131,557,036
|
|
Futures contracts
|
|
|
22,741
|
|
Receivables for equity-linked notes
|
|
|
2,297,895
|
|
|
|
|
|
|
Net assets
|
|
$
|
1,098,888,352
|
|
|
|
|
|
|
The accompanying
Notes to Financial Statements are an integral part of this
statement.
TRI-CONTINENTAL
CORPORATION 2010 ANNUAL
REPORT 21
Year
ended December 31, 2010
|
|
|
|
|
Net investment
income
|
Income:
|
|
|
|
|
Dividends
|
|
$
|
25,324,456
|
|
Interest
|
|
|
78,797
|
|
Dividends from affiliates
|
|
|
6,050
|
|
Income from securities lending net
|
|
|
197,186
|
|
|
|
|
|
|
Total income
|
|
|
25,606,489
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
Investment management fees
|
|
|
3,575,281
|
|
Stockholder servicing and transfer agent fees
|
|
|
969,484
|
|
Administration fees
|
|
|
577,720
|
|
Compensation of board members
|
|
|
27,277
|
|
Stockholders meeting fees
|
|
|
228,026
|
|
Custodian fees
|
|
|
18,486
|
|
Printing and postage fees
|
|
|
72,675
|
|
Professional fees
|
|
|
90,911
|
|
SDC lease expense
|
|
|
295,976
|
|
|
|
|
|
|
Total expenses
|
|
|
5,855,836
|
|
|
|
|
|
|
Net investment income*
|
|
|
19,750,653
|
|
|
|
|
|
|
Realized and
unrealized gain (loss) net
|
Net realized gain (loss) on:
|
|
|
|
|
Investments
|
|
|
(3,828,553
|
)
|
Futures contracts
|
|
|
532,714
|
|
|
|
|
|
|
Net realized loss
|
|
|
(3,295,839
|
)
|
Net change in unrealized appreciation (depreciation) on:
|
|
|
|
|
Investments
|
|
|
143,880,981
|
|
Futures contracts
|
|
|
26,511
|
|
Receivables for equity-linked notes (Note 8)
|
|
|
2,297,895
|
|
|
|
|
|
|
Net change in unrealized appreciation
|
|
|
146,205,387
|
|
|
|
|
|
|
Net realized and unrealized gain
|
|
|
142,909,548
|
|
|
|
|
|
|
Net increase in net assets resulting from operations
|
|
$
|
162,660,201
|
|
|
|
|
|
|
|
|
|
*
|
|
Net
investment income for Common Stock is $17,868,803, which is net
of Preferred Stock dividends of $1,881,850.
|
The accompanying
Notes to Financial Statements are an integral part of this
statement.
22 TRI-CONTINENTAL
CORPORATION 2010 ANNUAL REPORT
Statements
of Changes in Net Assets
|
|
|
|
|
|
|
|
|
Year
ended December 31,
|
|
2010
|
|
|
2009
|
|
Change in net
assets resulting from operations
|
Net investment income
|
|
$
|
19,750,653
|
|
|
$
|
14,053,685
|
|
Net realized loss
|
|
|
(3,295,839
|
)
|
|
|
(137,949,889
|
)
|
Net change in unrealized appreciation
|
|
|
146,205,387
|
|
|
|
296,146,938
|
|
|
|
|
|
|
|
|
|
|
Net increase in net assets resulting from operations
|
|
|
162,660,201
|
|
|
|
172,250,734
|
|
|
|
|
|
|
|
|
|
|
Distributions to Stockholders:
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
|
|
|
|
|
|
Preferred Stock
|
|
|
(1,881,850
|
)
|
|
|
(1,881,850
|
)
|
Common Stock
|
|
|
(16,746,859
|
)
|
|
|
(12,202,715
|
)
|
Return of Capital
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
|
|
|
|
(1,225,024
|
)
|
|
|
|
|
|
|
|
|
|
Total Distributions to Stockholders
|
|
|
(18,628,709
|
)
|
|
|
(15,309,589
|
)
|
|
|
|
|
|
|
|
|
|
Decrease in net assets from capital share transactions
|
|
|
(29,123,790
|
)
|
|
|
(104,496,767
|
)
|
|
|
|
|
|
|
|
|
|
Total increase in net assets
|
|
|
114,907,702
|
|
|
|
52,444,378
|
|
Net assets at beginning of year
|
|
|
983,980,650
|
|
|
|
931,536,272
|
|
|
|
|
|
|
|
|
|
|
Net assets at end of year
|
|
$
|
1,098,888,352
|
|
|
$
|
983,980,650
|
|
|
|
|
|
|
|
|
|
|
Undistributed (excess of distributions over) net investment
income
|
|
$
|
951,895
|
|
|
$
|
(87,300
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
Year
ended December 31,
|
|
Shares
|
|
|
Dollars
($)
|
|
|
Shares
|
|
|
Dollars
($)
|
|
Capital stock
activity
|
Common Stock issued at market price in distributions
|
|
|
478,107
|
|
|
|
5,944,014
|
|
|
|
554,284
|
|
|
|
5,227,483
|
|
Common Stock issued for investment plan purchases
|
|
|
279,377
|
|
|
|
3,551,435
|
|
|
|
308,895
|
|
|
|
2,865,371
|
|
Common Stock purchased from investment plan participants
|
|
|
(1,923,300
|
)
|
|
|
(23,540,799
|
)
|
|
|
(1,449,460
|
)
|
|
|
(14,528,709
|
)
|
Common Stock purchased in the open market
|
|
|
(1,232,037
|
)
|
|
|
(15,078,440
|
)
|
|
|
(452,907
|
)
|
|
|
(5,047,340
|
)
|
Common Stock purchased in cash tender offer
|
|
|
|
|
|
|
|
|
|
|
(9,247,000
|
)
|
|
|
(93,024,820
|
)
|
Net proceeds from issuance of shares of Common Stock upon
exercise of warrants
|
|
|
|
|
|
|
|
|
|
|
12,095
|
|
|
|
11,248
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total decrease
|
|
|
(2,397,853
|
)
|
|
|
(29,123,790
|
)
|
|
|
(10,274,093
|
)
|
|
|
(104,496,767
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying
Notes to Financial Statements are an integral part of this
statement.
TRI-CONTINENTAL
CORPORATION 2010 ANNUAL
REPORT 23
Per share operating performance data is designed to allow
investors to trace the operating performance, on a per Common
share basis, from the beginning net asset value to the ending
net asset value, so that investors can understand what effect
the individual items have on their investment, assuming it was
held throughout the period. Generally, the per share amounts are
derived by converting the actual dollar amounts incurred for
each item, as disclosed in the financial statements, to their
equivalent per Common share amounts, using average Common shares
outstanding during the period.
Total return measures the Funds performance assuming that
investors purchased shares of the Fund at the market price or
net asset value as of the beginning of the period, invested all
distributions paid, as provided for in the Funds
Prospectus and Automatic Dividend Investment and Cash Purchase
Plan, and then sold their shares at the closing market value or
net asset value per share on the last day of the period. The
computations do not reflect any sales charges or transaction
costs on your investment or taxes investors may incur on
distributions or on the sale of shares of the Fund, and are not
annualized for periods of less than one year.
The ratios of expenses and net investment income to average net
assets for Common Stock for the periods presented do not reflect
the effect of dividends paid to Preferred Stockholders.
24 TRI-CONTINENTAL
CORPORATION 2010 ANNUAL REPORT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
ended December 31,
|
|
Per
share data
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
Net asset value, beginning of period
|
|
|
$13.73
|
|
|
|
$11.29
|
|
|
|
$23.03
|
|
|
|
$25.66
|
|
|
|
$22.16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from investment operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
.30
|
|
|
|
.20
|
|
|
|
.52
|
|
|
|
.84
|
|
|
|
.33
|
|
Net realized and unrealized gain (loss) on investments
|
|
|
2.28
|
|
|
|
2.42
|
|
|
|
(9.88
|
)
|
|
|
(1.01
|
)
|
|
|
3.47
|
|
Increase from payments by affiliate
|
|
|
|
|
|
|
.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from investment operations
|
|
|
2.58
|
|
|
|
2.66
|
|
|
|
(9.36
|
)
|
|
|
(.17
|
)
|
|
|
3.80
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less distributions to Stockholders from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock
|
|
|
(.03
|
)
|
|
|
(.03
|
)
|
|
|
(.02
|
)
|
|
|
(.02
|
)
|
|
|
(.02
|
)
|
Common stock
|
|
|
(.25
|
)
|
|
|
(.17
|
)
|
|
|
(.50
|
)
|
|
|
(.87
|
)
|
|
|
(.28
|
)
|
Net realized gains
|
|
|
|
|
|
|
|
|
|
|
(.39
|
)
|
|
|
(1.57
|
)
|
|
|
|
|
Tax return of capital
|
|
|
|
|
|
|
(.02
|
)
|
|
|
(1.22
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions to Stockholders
|
|
|
(.28
|
)
|
|
|
(.22
|
)
|
|
|
(2.38
|
)
|
|
|
(2.46
|
)
|
|
|
(.30
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital stock transactions at market price
|
|
|
(.07
|
)
|
|
|
|
|
|
|
(.25
|
)(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of period
|
|
|
$15.96
|
|
|
|
$13.73
|
|
|
|
$11.29
|
|
|
|
$23.03
|
|
|
|
$25.66
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net asset value, end of
period(b)
|
|
|
$15.90
|
|
|
|
$13.69
|
|
|
|
$11.26
|
|
|
|
$22.98
|
|
|
|
$25.60
|
|
Market price, end of period
|
|
|
$13.76
|
|
|
|
$11.52
|
|
|
|
$9.86
|
|
|
|
$20.90
|
|
|
|
$22.38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
return
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Based upon net asset value
|
|
|
18.58%
|
|
|
|
24.11%
|
(c)
|
|
|
(43.77%
|
)
|
|
|
(.52%
|
)
|
|
|
17.38%
|
|
Based upon market price
|
|
|
21.85%
|
|
|
|
19.24%
|
|
|
|
(45.89%
|
)
|
|
|
3.51%
|
|
|
|
22.10%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios to
average net
assets(d)
|
Expenses to average net assets for Common Stock
|
|
|
.60%
|
|
|
|
.98%
|
|
|
|
.73%
|
|
|
|
.66%
|
|
|
|
.80%
|
|
Net investment income to average net assets for Common Stock
|
|
|
1.84%
|
|
|
|
1.46%
|
|
|
|
2.96%
|
|
|
|
3.22%
|
|
|
|
1.40%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
data
|
Net assets, end of period (000s):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
|
$1,061,251
|
|
|
|
$946,344
|
|
|
|
$893,899
|
|
|
|
$2,373,429
|
|
|
|
$2,657,209
|
|
Preferred stock
|
|
|
37,637
|
|
|
|
37,637
|
|
|
|
37,637
|
|
|
|
37,637
|
|
|
|
37,637
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net assets
|
|
|
$1,098,888
|
|
|
|
$983,981
|
|
|
|
$931,536
|
|
|
|
$2,411,066
|
|
|
|
$2,694,846
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio turnover
|
|
|
86%
|
|
|
|
70%
|
|
|
|
111%
|
|
|
|
123%
|
|
|
|
122%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes
to Financial Highlights
|
|
|
(a) |
|
Reflects
the issuance of Common Stock in distributions.
|
(b) |
|
Assumes
the exercise of outstanding warrants.
|
(c) |
|
During
the year ended December 31, 2009, the Fund received a
payment by an affiliate. Had the Fund not received this payment,
the total return would have been lower by 0.47%.
|
(d) |
|
In
addition to the fees and expenses which the Fund bears directly,
the Fund indirectly bears a pro rata share of the fees and
expenses of the acquired funds in which it invests. Such
indirect expenses are not included in the reported expense
ratios.
|
The accompanying
Notes to Financial Statements are an integral part of this
statement.
TRI-CONTINENTAL
CORPORATION 2010 ANNUAL
REPORT 25
Notes
to Financial Statements
December 31,
2010
NOTE 1.
ORGANIZATION
Tri-Continental Corporation (the Fund) is registered under the
Investment Company Act of 1940, as amended (the 1940 Act), as a
diversified closed-end management investment company.
The Fund has 1 million authorized shares of preferred
capital stock (Preferred Stock) and 159 million authorized
shares of common stock (Common Stock) which trades primarily on
the New York Stock Exchange (NYSE) under the symbol
TY.
Tri-Continental Corporations Preferred Stock is entitled
to two votes and the Common Stock is entitled to one vote per
share at all meetings of stockholders (Stockholders). In the
event of a default in payments of dividends on the Preferred
Stock equivalent to six quarterly dividends, the Preferred
Stockholders are entitled, voting separately as a class to the
exclusion of Common Stockholders, to elect two additional
directors, such right to continue until all arrearages have been
paid and current Preferred Stock dividends are provided for.
Generally, the vote of Preferred Stockholders is required to
approve certain actions adversely affecting their rights.
NOTE 2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use
of Estimates
The preparation of financial statements in accordance with U.S.
generally accepted accounting principles (GAAP) requires
management to make certain estimates and assumptions that affect
the reported amounts of assets and liabilities, the disclosure
of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could
differ from those estimates.
The following is a summary of significant accounting policies
consistently followed by the Fund in the preparation of its
financial statements.
Security
Valuation
All securities are valued at the close of business of the New
York Stock Exchange (NYSE). Equity securities are valued at the
last quoted sales price on the principal exchange or market on
which they trade, except for securities traded on the NASDAQ
Stock Market, which are valued at the NASDAQ official close
price. Unlisted securities or listed securities for which there
were no sales during the day are valued at the mean of the
latest quoted bid and asked prices on such exchanges or markets.
26 TRI-CONTINENTAL
CORPORATION 2010 ANNUAL REPORT
Debt securities are generally traded in the over-the-counter
market and are valued by an independent pricing service using an
evaluated bid. When market quotes are not readily available, the
pricing service, in determining fair values of debt securities,
takes into consideration such factors as current quotations by
broker/dealers, coupon, maturity, quality, type of issue,
trading characteristics, and other yield and risk factors it
deems relevant in determining valuations.
Foreign securities are valued based on quotations from the
principal market in which such securities are normally traded.
However, many securities markets and exchanges outside the U.S.
close prior to the close of the NYSE; therefore, the closing
prices for securities in such markets or on such exchanges may
not fully reflect events that occur after such close but before
the close of the NYSE. In those situations, foreign securities
will be fair valued pursuant to the policy adopted by the Board,
including utilizing a third party pricing service to determine
these fair values. The third party pricing service takes into
account multiple factors, including, but not limited to,
movements in the U.S. securities markets, certain depositary
receipts, futures contracts and foreign exchange rates that have
occurred subsequent to the close of the foreign exchange, to
determine a good faith estimate that reasonably reflects the
current market conditions as of the close of the NYSE. The fair
value of a security is likely to be different from the quoted or
published price, if available.
Short-term securities purchased within 60 days to maturity
are valued at amortized cost, which approximates market value.
The value of short-term securities originally purchased with
maturities greater than 60 days is determined based on an
amortized value to par upon reaching 60 days to maturity.
Short-term securities maturing in more than 60 days from
the valuation date are valued at the market price or approximate
market value based on current interest rates.
Investments in open-end investment companies, including money
market funds, are valued at net asset value.
Foreign currency exchange contracts are
marked-to-market
daily based upon foreign currency exchange rates provided by a
pricing service.
Futures and options on futures are valued daily based upon the
last sale price at the close of the market on the principal
exchange on which they are traded.
The policy adopted by the Board generally contemplates the use
of fair valuation in the event that price quotations or
valuations are not readily available, price quotations or
valuations from other sources are not reflective of market value
and thus deemed unreliable, or a significant event has occurred
in relation to a security or class of securities (such as
foreign securities) that is not reflected in
TRI-CONTINENTAL
CORPORATION 2010 ANNUAL
REPORT 27
Notes
to Financial Statements
(continued)
price quotations or valuations from other sources. A fair value
price is a good faith estimate of the value of a security at a
given point in time.
Foreign
Currency Transactions and Translation
The values of all assets and liabilities denominated in foreign
currencies are translated into U.S. dollars at that days
exchange rates. Net realized and unrealized gains (losses) on
foreign currency transactions and translations include gains
(losses) arising from the fluctuation in exchange rates between
trade and settlement dates on securities transactions, gains
(losses) arising from the disposition of foreign currency and
currency gains (losses) between the accrual and payment dates on
dividends, interest income and foreign withholding taxes.
For financial statement purposes, the Fund does not distinguish
that portion of gains (losses) on investments which is due to
changes in foreign exchange rates from that which is due to
changes in market prices of the investments. Such fluctuations
are included with the net realized and unrealized gains (losses)
on investments in the Statement of Operations.
Derivative
Instruments
The Fund invests in certain derivative instruments as detailed
below to meet its investment objectives. Derivatives are
instruments whose values depend on, or are derived from, in
whole or in part, the value of one or more other assets, such as
securities, currencies, commodities or indices. Derivative
instruments may be used to maintain cash reserves while
maintaining exposure to certain other assets, to offset
anticipated declines in values of investments, to facilitate
trading, to reduce transaction costs and to pursue higher
investment returns. The Fund may also use derivative instruments
to mitigate certain investment risks, such as foreign currency
exchange rate risk, interest rate risk and credit risk.
Derivatives may involve various risks, including the potential
inability of the counterparty to fulfill its obligation under
the terms of the contract, the potential for an illiquid
secondary market and the potential for market movements which
may expose the Fund to gains or losses in excess of the amount
shown in the Statement of Assets and Liabilities.
The Fund and any counterparty are required to maintain an
agreement that requires the Fund and that counterparty to
monitor (on a daily basis) the net fair value of all derivatives
entered into pursuant to the contract between the Fund and such
counterparty. If the net fair value of such derivatives between
the Fund and that counterparty exceeds a certain threshold (as
defined in the agreement), the Fund or the counterparty (as the
case may be) is required to post cash
and/or
securities as collateral. Fair values of derivatives presented
in the financial statements are not netted with the fair value
of other derivatives or with any collateral amounts posted by
the Fund or any counterparty.
28 TRI-CONTINENTAL
CORPORATION 2010 ANNUAL REPORT
Futures
Contracts
Futures contracts represent commitments for the future purchase
or sale of an asset at a specified price on a specified date.
The Fund bought and sold futures contracts traded on U.S. and
foreign exchanges to equitize cash to maintain appropriate
equity market exposure while keeping sufficient cash to
accommodate daily redemptions. Upon entering into futures
contracts, the Fund bears risks which may include interest
rates, exchange rates or securities prices moving unexpectedly,
in which case, the Fund may not achieve the anticipated benefits
of the futures contracts and may realize a loss. Additional
risks include counterparty credit risk, the possibility of an
illiquid market, and that a change in the value of the contract
or option may not correlate with changes in the value of the
underlying asset.
Upon entering into a futures contract, the Fund pledges cash or
securities with the broker in an amount sufficient to meet the
initial margin requirement. Subsequent payments (variation
margin) are made or received by the Fund each day. The variation
margin payments are equal to the daily change in the contract
value and are recorded as variation margin receivable or payable
and are offset in unrealized gains or losses. The Fund
recognizes a realized gain or loss when the contract is closed
or expires. Futures contracts involve, to varying degrees, risk
of loss in excess of the variation margin disclosed in the
Statement of Assets and Liabilities.
Effects
of Derivative Transactions in the Financial Statements
The following tables are intended to provide additional
information about the effect of derivatives on the financial
statements of the Fund including: the fair value of derivatives
by risk category and the location of those fair values in the
Statement of Assets and Liabilities and the Statement of Capital
Stock and Surplus; the impact of derivative transactions on the
Funds operations over the period including realized gains
or losses and unrealized gains or losses. The derivative
schedules following the Portfolio of Investments present
additional information regarding derivatives outstanding at the
end of the period, if any.
TRI-CONTINENTAL
CORPORATION 2010 ANNUAL
REPORT 29
Notes
to Financial Statements
(continued)
Fair
values of derivative instruments at December 31,
2010
|
|
|
|
|
|
|
|
|
Asset
derivatives
|
|
|
|
Statement of
Capital
|
|
|
|
|
|
Stock and
Surplus
|
|
|
|
Risk
exposure category
|
|
location
|
|
Fair
value
|
|
Equity contracts
|
|
Net assets unrealized appreciation on futures
|
|
$
|
22,741
|
*
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Includes
cumulative appreciation (depreciation) of futures contracts as
reported in the Futures Contracts Outstanding table following
the Portfolio of Investments. Only the current days
variation margin is reported in receivables or payables in the
Statement of Assets and Liabilities.
|
Effect
of derivative instruments in the Statement of Operations
for the year ended December 31, 2010
|
|
|
|
|
|
|
Amount of
realized gain (loss) on derivatives recognized in
income
|
Risk
exposure category
|
|
Futures
|
|
|
|
Equity contracts
|
|
$
|
532,714
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
unrealized appreciation (depreciation) on derivatives recognized
in income
|
Risk
exposure category
|
|
Futures
|
|
|
|
Equity contracts
|
|
$
|
26,511
|
|
|
|
|
|
|
|
|
|
|
Volume
of derivative activity
Futures
The gross notional amount of long contracts outstanding was
approximately $3.1 million at December 31, 2010. The
monthly average gross notional amount for long contracts was
$2.5 million for the year ended December 31, 2010. The
fair value of such contracts at December 31, 2010 is set
forth in the table above.
Repurchase
Agreements
The Fund may engage in repurchase agreement transactions with
institutions that Columbia Management Investment Advisers, LLC
(the Investment Manager) has determined are creditworthy. The
Fund, through the custodian, receives delivery of the underlying
securities collateralizing a repurchase agreement. The
Investment Manager is responsible for determining that the
collateral is at least equal, at all times, to the value of the
repurchase obligation including interest. A repurchase agreement
transaction involves certain risks in the event of default or
insolvency of the counterparty. These risks include possible
delays in or restrictions on a Funds ability to dispose of
the underlying securities and a possible decline in the value of
the underlying securities during the period while the Fund seeks
to assert its rights.
30 TRI-CONTINENTAL
CORPORATION 2010 ANNUAL REPORT
Security
Transactions
Security transactions are accounted for on the trade date. Cost
is determined and gains (losses) are based upon the specific
identification method for both financial statement and federal
income tax purposes.
Income
Recognition
Corporate actions and dividend income are recorded on the
ex-dividend date.
Interest income is recorded on the accrual basis.
Federal
Income Tax Status
The Fund intends to qualify each year as a regulated
investment company under Subchapter M of the Internal
Revenue Code, as amended, and will distribute substantially all
of its taxable income for its tax year, and as such will not be
subject to federal income taxes. In addition, the Fund intends
to distribute in each calendar year substantially all of its net
investment income, capital gains and certain other amounts, if
any, such that the Fund should not be subject to federal excise
tax. Therefore, no federal income or excise tax provision is
recorded.
Foreign
Taxes
The Fund may be subject to foreign taxes on income, gains on
investments or currency repatriation, a portion of which may be
recoverable. The Fund will accrue such taxes and recoveries, as
applicable, based upon its current interpretation of tax rules
and regulations that exist in the markets in which it invests.
Realized gains in certain countries may be subject to foreign
taxes at the Fund level, at rates ranging from approximately 10%
to 15%. The Fund pays such foreign taxes on net realized gains
at the appropriate rate for each jurisdiction.
Dividends
to Stockholders
The Fund has an earned distribution policy. Under this policy,
the Fund intends to make quarterly distributions to holders of
Common Stock that are approximately equal to net investment
income, less dividends payable on the Funds Preferred
Stock. Capital gains, when available, are distributed to Common
Stockholders along with the last income dividend of the calendar
year.
Dividends and other distributions to Stockholders are recorded
on ex-dividend dates.
Guarantees
and Indemnifications
Under the Funds organizational documents, its officers and
directors are indemnified against certain liabilities arising
out of the performance of their duties to the Fund. In addition,
certain of the Funds contracts with its service
TRI-CONTINENTAL
CORPORATION 2010 ANNUAL
REPORT 31
Notes
to Financial Statements
(continued)
providers contain general indemnification clauses. The
Funds maximum exposure under these arrangements is unknown
since the amount of any future claims that may be made against
the Fund cannot be determined and the Fund has no historical
basis for predicting the likelihood of any such claims.
NOTE 3. FEES
AND COMPENSATION PAID TO AFFILIATES
Investment
Management Fees
Under an Investment Management Services Agreement, the
Investment Manager determines which securities will be
purchased, held or sold. The management fee charged by the
Investment Manager is 0.355% of the Funds average daily
net assets.
Administration
Fees
Under an Administrative Services Agreement, the Fund pays the
Fund Administrator an annual fee for administration and
accounting services equal to a percentage of the Funds
average daily net assets that declines from 0.06% to 0.03% as
the Funds net assets increase. The fee for the year ended
December 31, 2010 was 0.06% of the Funds average
daily net assets. Prior to January 1, 2011, Ameriprise
Financial, Inc. served as the Fund Administrator. Since
January 1, 2011, Columbia Management Investment Advisers,
LLC has served as the Fund Administrator.
Other
Fees
Other expenses are for, among other things, certain expenses of
the Fund or the Board including: Fund boardroom and office
expense, employee compensation, employee health and retirement
benefits, and certain other expenses. Payment of these Fund and
Board expenses is facilitated by a company providing limited
administrative services to the Fund and the Board. For the year
ended December 31, 2010, other expenses paid to this
company were $1,126.
Compensation
of Board Members
Under a Deferred Compensation Plan (the Plan), the board members
who are not interested persons of the Fund as
defined under the 1940 Act may defer receipt of their
compensation. Deferred amounts are treated as though equivalent
dollar amounts had been invested in shares of the Fund or
certain other funds managed by the Investment Manager. The
Funds liability for these amounts is adjusted for market
value changes and remains in the Fund until distributed in
accordance with the Plan.
Stockholder
Servicing Fees
Under a Stockholder Service Agent Agreement, Columbia Management
Investment Services Corp. (the Stockholder Servicing Agent)
maintains
32 TRI-CONTINENTAL
CORPORATION 2010 ANNUAL REPORT
Fund Stockholder accounts and records and provides
Fund Stockholder services. Under the Agreement, the Fund
pays the Stockholder Servicing Agent a fee equal to 0.10% of the
average daily net assets of the Funds shares of Common
Stock.
The Fund and certain other associated investment companies
(together, the Guarantors) have severally, but not jointly,
guaranteed the performance and observance of all the terms and
conditions of a lease entered into by Seligman Data Corp. (SDC),
including the payment of rent by SDC (the Guaranty). The lease
and the Guaranty expire in January 2019. At
December 31, 2010, the Funds total potential future
obligation over the life of the Guaranty is $1,066,674. The
liability remaining at December 31, 2010 for non-recurring
charges associated with the lease amounted to $720,998 and is
included within other accrued expenses in the Statement of
Assets and Liabilities. SDC is owned by six associated
investment companies, including the Fund. The Funds
ownership interest in SDC at December 31, 2010 is included
in other assets in the Statement of Assets and Liabilities at a
cost of $43,681.
NOTE 4.
PORTFOLIO INFORMATION
The cost of purchases and proceeds from sales of securities,
excluding short-term obligations, aggregated to $861,029,524 and
$888,536,154, respectively, for the year ended December 31,
2010.
NOTE 5.
CAPITAL STOCK TRANSACTIONS
Under the Funds Charter, dividends on Common Stock cannot
be declared unless net assets, after deducting the amount of
such dividends and all unpaid dividends declared on Preferred
Stock, equal at least $100 per share of Preferred Stock
outstanding. The Preferred Stock is subject to redemption at the
Funds option at any time on 30 days notice at
$55 per share (or a total of $41,400,700 for the shares
outstanding) plus accrued dividends, and is entitled in
liquidation to $50 per share plus dividends accrued or in
arrears, as the case may be.
Automatic
Dividend and Cash Purchase Plan
The Fund, in connection with its Automatic Dividend Investment
and Cash Purchase Plan (Plan) and other Stockholder plans,
acquires and issues shares of its own Common Stock, as needed,
to satisfy Plan requirements. A total of 279,377 shares
were issued to Plan participants during the period for proceeds
of $3,551,435, a weighted average discount of 14.9% from the net
asset value of those shares. In addition, a total of
478,107 shares were issued at market price in distributions
during the period for proceeds of $5,944,014, a weighted average
discount of 15.0% from the net asset value of those shares.
TRI-CONTINENTAL
CORPORATION 2010 ANNUAL
REPORT 33
Notes
to Financial Statements
(continued)
For Stockholder accounts established after June 1, 2007,
unless the Stockholder Servicing Agent is otherwise instructed
by the Stockholder, distributions on the Common Stock are paid
in book shares of Common Stock which are entered in the
Stockholders account as book credits. Each
Stockholder may also elect to receive distributions 75% in
shares and 25% in cash, 50% in shares and 50% in cash, or 100%
in cash. Any such election must be received by the Stockholder
Servicing Agent by the record date for a distribution. If the
Stockholder holds shares of Common Stock through a financial
intermediary (such as a broker), the Stockholder should contact
the financial intermediary to discuss reinvestment and
distribution options. Elections received after a record date for
a distribution will be effective in respect of the next
distribution. Shares issued to the Stockholder in respect of
distributions will be at a price equal to the lower of:
(i) the closing sale price of the Common Stock on the NYSE
on the ex-dividend date or (ii) the greater of net asset
value per share of Common Stock and 95% of the closing price of
the Common Stock on the NYSE on the ex-dividend date. The
issuance of Common Stock at less than net asset value per share
will dilute the net asset value of all Common Stock outstanding
at that time.
For the year ended December 31, 2010, the Fund purchased
1,232,037 shares of its Common Stock in the open market at
an aggregate cost of $15,078,440, which represented a weighted
average discount of 15.1% from the net asset value of those
acquired shares. For the year ended December 31, 2010, the
Fund purchased 1,923,300 shares of Common Stock from Plan
participants at a cost of $23,540,799, which represented a
weighted average discount of 15.3% from the net asset value of
those acquired shares. Shares of Common Stock repurchased to
satisfy Plan requirements or in the open market are retired and
no longer outstanding.
Under the Funds stock repurchase program for 2011, the
amount of the Funds outstanding Common Stock that the Fund
may repurchase from Stockholders and in the open market is 5%,
provided that, with respect to shares purchased in the open
market, the discount must be greater than 10%. The intent of the
stock repurchase program is, among other things, to moderate the
growth in the number of shares of Common Stock outstanding,
increase the NAV of the Funds outstanding shares, reduce
the dilutive impact on stockholders who do not take capital
gains distributions in additional shares and increase the
liquidity of the Funds Common Stock in the marketplace.
Warrants
At December 31, 2010, the Fund reserved 229,587 shares
of Common Stock for issuance upon exercise of 9,491 Warrants,
each of which entitled the holder to purchase 24.19 shares
of Common Stock at $0.93 per share. Assuming the
34 TRI-CONTINENTAL
CORPORATION 2010 ANNUAL REPORT
exercise of all Warrants outstanding at December 31, 2010,
net assets would have increased by $213,516 and the net asset
value of the Common Stock would have been $15.90 per share. The
number of Warrants exercised during the year ended
December 31, 2010 and 2009 was 0 and 500, respectively.
NOTE 6.
LENDING OF PORTFOLIO SECURITIES
The Fund has entered into a Master Securities Lending Agreement
(the Agreement) with JPMorgan Chase Bank, National Association
(JPMorgan). The Agreement authorizes JPMorgan as lending agent
to lend securities to authorized borrowers in order to generate
additional income on behalf of the Fund. Pursuant to the
Agreement, the securities loaned are secured by cash or U.S.
government securities equal to at least 100% of the market value
of the loaned securities. Any additional collateral required to
maintain those levels due to market fluctuations of the loaned
securities is delivered the following business day. Cash
collateral received is invested by the lending agent on behalf
of the Fund into authorized investments pursuant to the
Agreement. The investments made with the cash collateral are
listed in the Portfolio of Investments. The values of such
investments and any uninvested cash collateral are disclosed in
the Statement of Assets and Liabilities along with the related
obligation to return the collateral upon the return of the
securities loaned. At December 31, 2010, securities valued
at $78,947,325 were on loan, secured by cash collateral of
$81,170,968 partially or fully invested in short-term securities
or other cash equivalents.
Risks of delay in recovery of securities or even loss of rights
in the securities may occur should the borrower of the
securities fail financially. Risks may also arise to the extent
that the value of the securities loaned increases above the
value of the collateral received. JPMorgan will indemnify the
Fund from losses resulting from a borrowers failure to
return a loaned security when due. Such indemnification does not
extend to losses associated with declines in the value of cash
collateral investments. The Investment Manager is not
responsible for any losses incurred by the Fund in connection
with the securities lending program. Loans are subject to
termination by the Fund or the borrower at any time, and are,
therefore, not considered to be illiquid investments.
Pursuant to the Agreement, the Fund receives income for lending
its securities either in the form of fees or by earning interest
on invested cash collateral, net of negotiated rebates paid to
borrowers and fees paid to the lending agent for services
provided and any other securities lending expenses. Net income
earned from securities lending for the year ended
December 31, 2010 is disclosed in the Statement of
Operations. The Fund continues to earn and accrue interest and
dividends on the securities loaned.
TRI-CONTINENTAL
CORPORATION 2010 ANNUAL
REPORT 35
Notes
to Financial Statements
(continued)
NOTE 7.
AFFILIATED MONEY MARKET FUND
The Fund may invest its daily cash balances in Columbia
Short-Term Cash Fund (formerly known as RiverSource Short-Term
Cash Fund), a money market fund established for the exclusive
use by the Fund and other affiliated Funds. The income earned by
the Fund from such investments is included as Dividends
from affiliates in the Statement of Operations. As an
investing fund, the Fund indirectly bears its proportionate
share of the expenses of Columbia Short-Term Cash Fund.
NOTE 8.
LEHMAN BROTHERS HOLDINGS INC. EQUITY-LINKED NOTES
The Fund holds investments in two equity-linked notes (notes)
for which Lehman Brothers Holdings Inc. (Lehman Brothers) is the
counterparty. The notes (with an aggregate principal amount of
$29.7 million) defaulted as of their respective maturity
dates, September 14, 2008 and October 2, 2008. Lehman
Brothers filed a Chapter 11 bankruptcy petition on
September 15, 2008, and as such, it is likely that the Fund
will receive less than the maturity value of the notes, pending
the outcome of the bankruptcy proceedings. Based on the
bankruptcy proceedings, the Fund recorded receivables
aggregating $2.9 million based on the estimated amounts
recoverable for the notes and recognized realized losses of
$26.8 million. The estimates of the amounts recoverable for
the notes are periodically adjusted by the Investment Manager
based on the observable trading price of Lehman Brothers senior
notes, which provide an indication of amounts recoverable
through the bankruptcy proceedings. Any changes to the
receivable balances resulting from such adjustments are recorded
as unrealized appreciation or depreciation in the Statement of
Operations. At December 31, 2010, the value of the
receivable balances were $5.2 million, which represented
0.47% of the Funds net assets.
NOTE 9.
FEDERAL TAX INFORMATION
The timing and character of income and capital gain
distributions are determined in accordance with income tax
regulations, which may differ from GAAP. Reclassifications are
made to the Funds capital accounts for permanent tax
differences to reflect income and gains available for
distribution (or available capital loss carryforwards) under
income tax regulations.
For the year ended December 31, 2010, there were permanent
and timing book to tax differences resulting primarily from
differing treatments for futures, passive foreign investment
company (PFIC) holdings, re-characterization of real estate
investment trust (REIT) distributions, investments in
partnerships and losses
36 TRI-CONTINENTAL
CORPORATION 2010 ANNUAL REPORT
deferred due to wash sales were identified and permanent
differences reclassified among the Funds net assets in the
Statement of Assets and Liabilities as follows:
|
|
|
|
|
Undistributed net investment income
|
|
$
|
(82,749
|
)
|
Accumulated net realized gain/loss
|
|
|
54,711
|
|
Paid-in capital
|
|
|
28,038
|
|
Net investment income and net realized gains (losses), as
disclosed in the Statement of Operations, and net assets were
not affected by this reclassification.
The tax character of distributions paid during the years
indicated was as follows:
|
|
|
|
|
|
|
|
|
Year
ended December 31,
|
|
2010
|
|
|
2009
|
|
Ordinary income
|
|
$
|
18,628,709
|
|
|
$
|
14,084,565
|
|
Tax return of capital
|
|
|
|
|
|
|
1,225,024
|
|
At December 31, 2010, the cost of investments for federal
income tax purposes was $1,071,671,571 and the aggregate gross
unrealized appreciation and depreciation based on that cost was:
|
|
|
|
|
Unrealized appreciation
|
|
$
|
130,731,382
|
|
Unrealized depreciation
|
|
|
(27,065,902
|
)
|
|
|
|
|
|
Net unrealized appreciation
|
|
$
|
103,665,480
|
|
|
|
|
|
|
At December 31, 2010, the components of distributable
earnings on a tax basis were as follows:
|
|
|
|
|
Undistributed ordinary income
|
|
$
|
978,624
|
|
Undistributed accumulated long-term gain
|
|
$
|
|
|
Accumulated realized gain/loss
|
|
$
|
(773,083,601
|
)
|
Unrealized appreciation (depreciation)
|
|
$
|
105,935,428
|
|
The following capital loss carryforward, determined at
December 31, 2010, may be available to reduce taxable
income arising from future net realized gains on investments, if
any, to the extent permitted by the Internal Revenue Code:
|
|
|
|
|
Year
of expiration
|
|
Amount
|
|
2016
|
|
$
|
216,574,794
|
|
2017
|
|
|
556,508,807
|
|
|
|
|
|
|
Total
|
|
$
|
773,083,601
|
|
For the year ended December 31, 2010, $1,243,700 of capital
loss carryforward was utilized.
It is unlikely the Board will authorize a distribution of any
net realized capital gains until the available capital loss
carryforward has been offset or expires.
TRI-CONTINENTAL
CORPORATION 2010 ANNUAL
REPORT 37
Notes
to Financial Statements
(continued)
There is no assurance that the Fund will be able to utilize all
of its capital loss carryforward before it expires.
Management of the Fund has concluded that there are no
significant uncertain tax positions that would require
recognition in the financial statements. However,
managements conclusion may be subject to review and
adjustment at a later date based on factors including, but not
limited to, new tax laws, regulations, and administrative
interpretations (including relevant court decisions). The
Funds federal tax returns for the prior three fiscal years
remain subject to examination by the Internal Revenue Service.
NOTE 10.
RISKS RELATING TO CERTAIN INVESTMENTS
To the extent that the Fund invests a substantial percentage of
its assets in an industry, the Funds performance may be
negatively affected if that industry falls out of favor. Stocks
of large-capitalization companies have at times experienced
periods of volatility and negative performance. During such
periods, the value of such stocks may decline and the
Funds performance may be negatively affected.
NOTE 11.
SUBSEQUENT EVENTS
Management has evaluated the events and transactions that have
occurred through the date the financial statements were issued
and noted no items requiring adjustment of the financial
statements or additional disclosure.
|
|
NOTE 12.
|
INFORMATION
REGARDING PENDING AND SETTLED LEGAL PROCEEDINGS
|
In June 2004, an action captioned John E. Gallus et al.
v. American Express Financial Corp. and American Express
Financial Advisors Inc. was filed in the United States
District Court for the District of Arizona. The plaintiffs
allege that they are investors in several American Express
Company (now known as legacy RiverSource) mutual funds and they
purport to bring the action derivatively on behalf of those
funds under the Investment Company Act of 1940. The plaintiffs
allege that fees allegedly paid to the defendants by the funds
for investment advisory and administrative services are
excessive. The plaintiffs seek remedies including restitution
and rescission of investment advisory and distribution
agreements. The plaintiffs voluntarily agreed to transfer this
case to the United States District Court for the District of
Minnesota (the District Court). In response to defendants
motion to dismiss the complaint, the District Court dismissed
one of plaintiffs four claims and granted plaintiffs
limited discovery. Defendants moved for summary judgment in
April 2007. Summary judgment was granted in the
defendants favor on July 9, 2007. The plaintiffs
filed a notice of
38 TRI-CONTINENTAL
CORPORATION 2010 ANNUAL REPORT
appeal with the Eighth Circuit Court of Appeals (the Eighth
Circuit) on August 8, 2007. On April 8, 2009, the
Eighth Circuit reversed summary judgment and remanded to the
District Court for further proceedings. On August 6, 2009,
defendants filed a writ of certiorari with the U.S. Supreme
Court (the Supreme Court), asking the Supreme Court to stay the
District Court proceedings while the Supreme Court considers and
rules in a case captioned Jones v. Harris Associates,
which involves issues of law similar to those presented in the
Gallus case. On March 30, 2010, the Supreme Court issued
its ruling in Jones v. Harris Associates, and on
April 5, 2010, the Supreme Court vacated the Eighth
Circuits decision in the Gallus case and remanded the case
to the Eighth Circuit for further consideration in light of the
Supreme Courts decision in Jones v. Harris
Associates. On June 4, 2010, the Eighth Circuit
remanded the Gallus case to the District Court for further
consideration in light of the Supreme Courts decision in
Jones v. Harris Associates. On December 9, 2010, the
District Court reinstated its July 9, 2007 summary judgment
order in favor of the defendants. On January 10, 2011,
plaintiffs filed a notice of appeal with the Eighth Circuit.
In December 2005, without admitting or denying the
allegations, American Express Financial Corporation (AEFC, which
is now known as Ameriprise Financial, Inc. (Ameriprise
Financial)), entered into settlement agreements with the
Securities and Exchange Commission (SEC) and Minnesota
Department of Commerce (MDOC) related to market timing
activities. As a result, AEFC was censured and ordered to cease
and desist from committing or causing any violations of certain
provisions of the Investment Advisers Act of 1940, the
Investment Company Act of 1940, and various Minnesota laws. AEFC
agreed to pay disgorgement of $10 million and civil money
penalties of $7 million. AEFC also agreed to retain an
independent distribution consultant to assist in developing a
plan for distribution of all disgorgement and civil penalties
ordered by the SEC in accordance with various undertakings
detailed at
http://www.sec.gov/litigation/admin/ia-2451.pdf.
Ameriprise Financial and its affiliates have cooperated with the
SEC and the MDOC in these legal proceedings, and have made
regular reports to the funds Boards of Directors/Trustees.
Ameriprise Financial and certain of its affiliates have
historically been involved in a number of legal, arbitration and
regulatory proceedings, including routine litigation, class
actions, and governmental actions, concerning matters arising in
connection with the conduct of their business activities.
Ameriprise Financial believes that the Funds are not currently
the subject of, and that neither Ameriprise Financial nor any of
its affiliates are the subject of, any pending legal,
arbitration or regulatory proceedings that are likely to have a
material
TRI-CONTINENTAL
CORPORATION 2010 ANNUAL
REPORT 39
Notes
to Financial Statements
(continued)
adverse effect on the Funds or the ability of Ameriprise
Financial or its affiliates to perform under their contracts
with the Funds. Ameriprise Financial is required to make
10-Q,
10-K and, as
necessary,
8-K filings
with the Securities and Exchange Commission on legal and
regulatory matters that relate to Ameriprise Financial and its
affiliates. Copies of these filings may be obtained by accessing
the SEC website at www.sec.gov.
There can be no assurance that these matters, or the adverse
publicity associated with them, will not result in increased
fund redemptions, reduced sale of fund shares or other adverse
consequences to the Funds. Further, although we believe
proceedings are not likely to have a material adverse effect on
the Funds or the ability of Ameriprise Financial or its
affiliates to perform under their contracts with the Funds,
these proceedings are subject to uncertainties and, as such, we
are unable to estimate the possible loss or range of loss that
may result. An adverse outcome in one or more of these
proceedings could result in adverse judgments, settlements,
fines, penalties or other relief that could have a material
adverse effect on the consolidated financial condition or
results of operations of Ameriprise Financial.
40 TRI-CONTINENTAL
CORPORATION 2010 ANNUAL REPORT
Report
of Independent Registered Public Accounting Firm
To
the Board of Directors and Stockholders of
Tri-Continental Corporation:
We have audited the accompanying statement of assets and
liabilities and the statement of capital stock and surplus,
including the portfolio of investments, of Tri-Continental
Corporation (the Fund), as of December 31, 2010, and the
related statement of operations for the year then ended, and the
statements of changes in net assets and financial highlights for
each of the two years in the period then ended. These financial
statements and financial highlights are the responsibility of
the Funds management. Our responsibility is to express an
opinion on these financial statements and financial highlights
based on our audits. The financial highlights of the Fund for
the periods presented through December 31, 2008, were
audited by other auditors whose report dated February 27,
2009, expressed an unqualified opinion on those financial
highlights.
We conducted our audits 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 and
financial highlights are free of material misstatement. We were
not engaged to perform an audit of the Funds internal
control over financial reporting. Our audits included
consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the Funds internal control over
financial reporting. Accordingly, we express no such opinion. An
audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements and financial highlights, assessing the accounting
principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. Our
procedures included confirmation of securities owned as of
December 31, 2010, by correspondence with the custodian and
brokers, or by other appropriate auditing procedures where
replies from brokers were not received. We believe that our
audits provide a reasonable basis for our opinion.
TRI-CONTINENTAL
CORPORATION 2010 ANNUAL
REPORT 41
Report
of Independent Registered Public Accounting Firm
(continued)
In our opinion, the financial statements and financial
highlights audited by us as referred to above present fairly, in
all material respects, the financial position of Tri-Continental
Corporation at December 31, 2010, the results of its
operations for the year then ended, and the changes in its net
assets and financial highlights for each of the two years in the
period then ended, in conformity with U.S. generally accepted
accounting principles.
Minneapolis, Minnesota
February 23, 2011
42 TRI-CONTINENTAL
CORPORATION 2010 ANNUAL REPORT
Federal
Income Tax Information
(Unaudited)
The Fund is required by the Internal Revenue Code of 1986 to
tell its Stockholders about the tax treatment of the dividends
it pays during its fiscal year. The dividends listed below are
reported to you on
Form 1099-DIV,
Dividends and Distributions. Stockholders should consult a tax
advisor on how to report distributions for state and local tax
purposes.
Fiscal
year ended December 31, 2010
|
|
|
Income
distributions the
Fund designates the following tax attributes for
distributions:
|
|
Qualified Dividend Income for individuals
|
|
100.00%
|
Dividends Received Deduction for corporations
|
|
100.00%
|
U.S. Government Obligations
|
|
0.00%
|
The Fund designates as distributions of long-term gains, to the
extent necessary to fully distribute such capital gains,
earnings and profits distributed to Stockholders on the sale of
shares.
TRI-CONTINENTAL
CORPORATION 2010 ANNUAL
REPORT 43
Board
Members and Officers
Stockholders elect a Board that oversees the Funds
operations. The Board appoints officers who are responsible for
day-to-day business decisions based on policies set by the
Board. The following is a list of the Funds Board members.
Each Board member oversees 145 Columbia, RiverSource, Seligman
and Threadneedle funds. Under current Board policy, members
generally serve until the next Board meeting after he or she
reaches the mandatory retirement age established by the Board,
or the fifteenth anniversary of the first Board meeting they
attended as members of the Board.
Independent
Board Members
|
|
|
|
|
|
|
Name,
|
|
Position held
|
|
|
|
Other present
or
|
address,
|
|
with Fund and
|
|
Principal
occupation
|
|
past
directorships
|
age
|
|
length of
service
|
|
during past five
years
|
|
(within past
5 years)
|
Kathleen Blatz
901 S. Marquette Ave.
Minneapolis, MN 55402
Age 56
|
|
Board member since November 2008
|
|
Chief Justice, Minnesota Supreme Court,
1998-2006;
Attorney
|
|
None
|
|
|
|
|
|
|
|
Pamela G. Carlton
901 S. Marquette Ave.
Minneapolis, MN 55402
Age 56
|
|
Board member since November 2008
|
|
President, Springboard Partners in Cross Cultural
Leadership (consulting company)
|
|
None
|
|
|
|
|
|
|
|
Patricia M. Flynn
901 S. Marquette Ave.
Minneapolis, MN 55402
Age 60
|
|
Board member since November 2008
|
|
Trustee Professor of Economics and Management, Bentley
University; former Dean, McCallum Graduate School of Business,
Bentley University
|
|
None
|
|
|
|
|
|
|
|
Anne P. Jones
901 S. Marquette Ave.
Minneapolis, MN 55402
Age 76
|
|
Board member since November 2008
|
|
Attorney and Consultant
|
|
None
|
|
|
|
|
|
|
|
Stephen R. Lewis, Jr.
901 S. Marquette Ave.
Minneapolis, MN 55402
Age 72
|
|
Chair of the Board and Board member
since November 2008
|
|
President Emeritus and Professor of Economics, Carleton College
|
|
Valmont Industries, Inc. (manufactures irrigation systems)
|
|
|
|
|
|
|
|
John F. Maher
901 S. Marquette Ave.
Minneapolis, MN 55402
Age 67
|
|
Board member
since December 2006
|
|
Retired President and Chief Executive Officer and former
Director, Great Western Financial Corporation (financial
services),
1986-1997
|
|
None
|
|
|
|
|
|
|
|
Catherine James Paglia
901 S. Marquette Ave.
Minneapolis, MN 55402
Age 58
|
|
Board member since November 2008
|
|
Director, Enterprise Asset Management, Inc. (private real estate
and asset management company)
|
|
None
|
|
|
|
|
|
|
|
44 TRI-CONTINENTAL
CORPORATION 2010 ANNUAL REPORT
Independent
Board Members (continued)
|
|
|
|
|
|
|
Name,
|
|
Position held
|
|
|
|
Other present
or
|
address,
|
|
with Fund and
|
|
Principal
occupation
|
|
past
directorships
|
age
|
|
length of
service
|
|
during past five
years
|
|
(within past
5 years)
|
Leroy C. Richie
901 S. Marquette Ave.
Minneapolis, MN 55402
Age 69
|
|
Board member
since 2000
|
|
Counsel, Lewis & Munday, P.C. since 1987; Vice President
and General Counsel, Automotive Legal Affairs, Chrysler
Corporation,
1990-1997
|
|
Digital Ally, Inc. (digital imaging); Infinity, Inc. (oil and
gas exploration and production); OGE Energy Corp. (energy and
energy services)
|
|
|
|
|
|
|
|
Alison Taunton-Rigby
901 S. Marquette Ave.
Minneapolis, MN 55402
Age 66
|
|
Board member since November 2008
|
|
Chief Executive Officer and Director, RiboNovix, Inc. since 2003
(biotechnology); former President, Aquila Biopharmaceuticals
|
|
Idera Pharmaceuticals, Inc. (biotechnology); Healthways, Inc.
(health management programs)
|
|
|
|
|
|
|
|
TRI-CONTINENTAL
CORPORATION 2010 ANNUAL
REPORT 45
Board
Members and Officers
(continued)
Board
Member Affiliated with the Investment Manager*
|
|
|
|
|
|
|
Name,
|
|
Position held
|
|
|
|
Other present
or
|
address,
|
|
with Fund and
|
|
Principal
occupation
|
|
past
directorships
|
age
|
|
length of
service
|
|
during past five
years
|
|
(within past
5 years)
|
William F. Truscott
53600 Ameriprise Financial Center
Minneapolis, MN 55474
Age 50
|
|
Board member
and Vice President since November 2008
|
|
Chairman of the Board, Columbia Management Investment Advisers,
LLC (formerly RiverSource Investments, LLC) since
May 2010 (previously President, Chairman of the Board and
Chief Investment Officer,
2001-April 2010);
Senior Vice President, Atlantic Funds, Columbia Funds and
Nations Funds since May 2010; Chief Executive Officer, U.S.
Asset Management & President Annuities,
Ameriprise Financial, Inc. since May 2010 (previously
President U.S. Asset Management and Chief Investment
Officer,
2005-April 2010
and Senior Vice President Chief Investment Officer,
2001-2005);
Director, President and Chief Executive Officer, Ameriprise
Certificate Company since 2006; Director, Columbia Management
Investment Distributors, Inc. (formerly RiverSource
Fund Distributors, Inc.) since May 2010 (previously
Chairman of the Board and Chief Executive Officer,
2008-April 2010);
Chairman of the Board and Chief Executive Officer, RiverSource
Distributors, Inc. since 2006
|
|
None
|
|
|
|
|
|
|
|
|
|
*
|
Interested
person (as defined under the 1940 Act) by reason of being an
officer, director, security holder and/or employee of the
investment manager or Ameriprise Financial.
|
The SAI has additional information about the Funds Board
members and is available, without charge, upon request by
calling 800.345.6611; contacting your financial intermediary; or
visiting columbiamanagement.com.
46 TRI-CONTINENTAL
CORPORATION 2010 ANNUAL REPORT
The Board has appointed officers who are responsible for
day-to-day business decisions based on policies it has
established. The officers serve at the pleasure of the Board. In
addition to Mr. Truscott, who is Vice President, the
Funds other officers are:
Fund
Officers
|
|
|
|
|
Name,
|
|
Position held
|
|
|
address,
|
|
with funds and
|
|
Principal
occupation
|
age
|
|
length of
service
|
|
during past five
years
|
J. Kevin Connaughton
One Financial Center
Boston, MA 02111
Age 46
|
|
President since May 2010
|
|
Senior Vice President and General Manager Mutual
Fund Products, Columbia Management Investment Advisers, LLC
since May 2010; President, Columbia Funds since 2009
(previously Senior Vice President and Chief Financial Officer,
June 2008 January 2009); President,
Atlantic Funds and Nations Funds since 2009; Managing Director
of Columbia Management Advisors, LLC,
December 2004 April 2010; Treasurer,
Columbia Funds, October 2003 May 2008;
Treasurer, the Liberty Funds, Stein Roe Funds and Liberty
All-Star Funds, December 2000 December 2006
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Amy K. Johnson
5228 Ameriprise Financial Center Minneapolis, MN 55474
Age 45
|
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Vice President since November 2008
|
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Senior Vice President and Chief Operating Officer, Columbia
Management Investment Advisers, LLC (formerly RiverSource
Investments, LLC) since May 2010 (previously Chief
Administrative Officer, 2009 April 2010 and
Vice President Asset Management and Trust Company
Services, 2006-2009 and Vice President Operations
and Compliance, 2004-2006); Senior Vice President, Atlantic
Funds, Columbia Funds and Nations Funds since May 2010;
Director of Product Development Mutual Funds,
Ameriprise Financial, Inc., 2001-2004
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Michael G. Clarke
One Financial Center
Boston, MA 02111
Age 41
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Treasurer since
January 2011
|
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Vice President, Columbia Management Investment Advisers, LLC
since May 2010; Managing Director of Fund Administration,
Columbia Management Advisers, LLC, from September 2004 to April
2010; senior officer of Columbia Funds and affiliated funds
since 2002
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TRI-CONTINENTAL
CORPORATION 2010 ANNUAL
REPORT 47
Board
Members and Officers
(continued)
Fund
Officers (continued)
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Name,
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Position held
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|
address,
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|
with funds and
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Principal
occupation
|
age
|
|
length of
service
|
|
during past five
years
|
Scott R. Plummer
5228 Ameriprise Financial Center
Minneapolis, MN 55474
Age 51
|
|
Vice President, General Counsel and Secretary since
November 2008
|
|
Vice President, Chief Legal Officer and Assistant Secretary,
Columbia Management Investment Advisers, LLC (formerly
RiverSource Investments, LLC) since June 2005; Vice
President and Lead Chief Counsel Asset Management,
Ameriprise Financial, Inc. since May 2010 (previously Vice
President and Chief Counsel Asset Management,
2005-April 2010 and Vice President Asset
Management Compliance, 2004-2005); Senior Vice President,
Secretary and Chief Legal Officer, Atlantic Funds, Columbia
Funds and Nations Funds since May 2010; Vice President,
Chief Counsel and Assistant Secretary, Columbia Management
Investment Distributors, Inc. (formerly RiverSource Fund
Distributors, Inc.) since 2008; Vice President, General Counsel
and Secretary, Ameriprise Certificate Company since 2005; Chief
Counsel, RiverSource Distributors, Inc. since 2006
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Michael A. Jones
100 Federal Street
Boston, MA 02110
Age 51
|
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Vice President since May 2010
|
|
Director and President, Columbia Management Investment Advisers,
LLC since May 2010; President and Director, Columbia
Management Investment Distributors, Inc. since May 2010;
Senior Vice President, Atlantic Funds, Columbia Funds and
Nations Funds since May 2010; Manager, Chairman, Chief
Executive Officer and President, Columbia Management Advisors,
LLC, 2007 April 2010; Chief Executive Officer,
President and Director, Columbia Management Distributors, Inc.,
2006 April 2010; former Co-President and Senior
Managing Director, Robeco Investment Management
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Colin Moore
One Financial Center
Boston, MA 02111
Age 52
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|
Vice President since May 2010
|
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Chief Investment Officer, Columbia Management Investment
Advisers, LLC since May 2010; Senior Vice President,
Atlantic Funds, Columbia Funds and Nations Funds since
May 2010; Manager, Managing Director and Chief Investment
Officer, Columbia Management Advisors, LLC, 2007-
April 2010; Head of Equities, Columbia Management Advisors,
LLC, 2002-Sept. 2007
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Linda Wondrack
One Financial Center
Boston, MA 02111
Age 46
|
|
Chief Compliance Officer since
May 2010
|
|
Vice President and Chief Compliance Officer, Columbia Management
Investment Advisers, LLC since May 2010; Chief Compliance
Officer, Columbia Funds since 2007; Senior Vice President and
Chief Compliance Officer, Atlantic Funds and Nations Funds since
2007; Director (Columbia Management Group, LLC and Investment
Product Group Compliance), Bank of America,
June 2005 April 2010
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48 TRI-CONTINENTAL
CORPORATION 2010 ANNUAL REPORT
Fund
Officers (continued)
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Name,
|
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Position held
|
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address,
|
|
with funds and
|
|
Principal
occupation
|
age
|
|
length of
service
|
|
during past five
years
|
Neysa M. Alecu
2934 Ameriprise Financial Center
Minneapolis, MN 55474
Age 47
|
|
Money Laundering Prevention Officer and Identity Theft
Prevention Officer since November 2008
|
|
Vice President Compliance, Ameriprise Financial,
Inc. since 2008; Anti-Money Laundering Officer and Identity
Theft Prevention Officer, Columbia Management Investment
Distributors, Inc. (formerly RiverSource Fund Distributors,
Inc.) since 2008; Anti-Money Laundering Officer, Ameriprise
Financial, Inc. since 2005; Compliance Director, Ameriprise
Financial, Inc., 2004-2008
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TRI-CONTINENTAL
CORPORATION 2010 ANNUAL
REPORT 49
The policy of the Board is to vote the proxies of the companies
in which the Fund holds investments consistent with the
procedures as stated in the Statement of Additional Information
(SAI). You may obtain a copy of the SAI without charge by
calling 800.345.6611; contacting your financial intermediary;
visiting columbiamanagement.com; or searching the website of the
Securities and Exchange Commission (SEC) at
http://www.sec.gov.
Information regarding how the Fund voted proxies relating to
portfolio securities is filed with the SEC by August 31 for
the most recent
12-month
period ending June 30 of that year, and is available
without charge by visiting columbiamanagement.com; or searching
the website of the SEC at www.sec.gov.
50 TRI-CONTINENTAL
CORPORATION 2010 ANNUAL REPORT
Tri-Continental
Corporation
P.O.
Box 8081
Boston,
MA 02266-8081
columbiamanagement.com
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You should consider the investment objectives, risks, charges
and expenses of the Fund carefully before investing. A
prospectus containing information about the Fund (including its
investment objectives, risks, charges, expenses and other
information about the Fund) may be obtained by contacting your
financial advisor or Columbia Management Investment Services
Corp. at 800.345.6611. The prospectus should be read carefully
before investing in the Fund. Tri-Continental is managed by
Columbia Management Investment Advisers, LLC. This material is
distributed by Columbia Management Investment Distributors,
Inc., member FINRA.
©2011
Columbia Management Investment Advisers, LLC
|
|
SL-9912 C (3/11)
|
Item 2. Code of Ethics.
(a) The Registrant has adopted a code of ethics that applies to the
Registrants principal executive officer and principal financial
officer.
(b) During the period covered by this report, there were not any
amendments to a provision of the code of ethics adopted in 2(a)
above.
(c) During the period covered by this report, there were no waivers, including any
implicit waivers, from a provision of the code of ethics described in 2(a) above that
relates to one or more of the items set forth in paragraph (b) of this items
instructions.
Item 3. Audit Committee Financial Expert.
The Registrants board of directors has determined that independent
directors Pamela G. Carlton, Jeffrey Laikind, John F. Maher and Anne P. Jones, each
qualify as audit committee financial experts.
Item 4. Principal Accountant Fees and Services
(a) |
|
Audit Fees. The fees for the years ended Dec. 31 indicated below, charged by Ernst & Young
LLP for professional services rendered for the audit of the annual financial statements for
Tri-Continental Corporation were as follows: |
|
|
|
2010: $61,987
|
|
2009: $61,625 |
(b) |
|
Audit-Related Fees. The fees for the years ended Dec. 31 indicated below, charged by Ernst &
Young LLP for audit-related services rendered to the registrant related to the semiannual
financial statement review, the transfer agent 17Ad-13 review, the representations to the NYSE
relating to internal controls over transfer agency and registrar functions, and other
consultations and services required to complete the audit for Tri-Continental Corporation were
as follows: |
|
|
|
2010: $34,591
|
|
2009: $32,792 |
The fees for the years ended Dec. 31 indicated below, charged by Ernst & Young LLP for
audit-related services rendered to the registrants investment adviser and any entity
controlling, controlled by, or under common control with the investment adviser that
provides ongoing services to the registrant that were required to be pre-approved by the
registrants audit committee related to an internal controls review performed initially in
2010 were as follows:
(c) |
|
Tax Fees. The fees for the years ended Dec. 31 indicated below, charged by Ernst & Young LLP
for tax compliance related services rendered to Tri-Continental Corporation were as follows: |
|
|
|
2010: $5,564
|
|
2009: $4,048 |
The fees for the years ended Dec. 31 indicated below, charged by Ernst & Young LLP for tax
services rendered to the registrants investment adviser and any entity controlling,
controlled by, or under common control with the investment adviser that provides ongoing
services to the registrant that were required to be pre-approved by the registrants audit
committee related to tax consulting services and a subscription to a tax database were as
follows:
|
|
|
2010: $95,840
|
|
2009: $60,000 |
(d) |
|
All Other Fees. The fees for the years ended Dec. 31 indicated below, charged by Ernst &
Young LLP for additional professional services rendered to Tri-Continental Corporation were as
follows: |
The fees for the years ended Dec. 31 indicated below, charged by Ernst & Young LLP for
other services rendered to the registrants investment adviser and any entity controlling,
controlled by, or under common control with the investment adviser that provides ongoing
services to the registrant that were required to be pre-approved by the registrants audit
committee were as follows:
(e) (1) Audit Committee Pre-Approval Policy. Pursuant to Sarbanes-Oxley pre-approval
requirements, all services to be performed by Ernst & Young LLP for the registrant and for the
registrants investment adviser and any entity controlling, controlled by, or under common
control with the investment adviser that provides ongoing services to the registrant must be
pre-approved by the registrants audit committee.
(e) |
|
(2) 100% of the services performed for items (b) through (d) above during 2010 and 2009 were
pre-approved by the registrants audit committee. |
|
(f) |
|
Not applicable. |
|
(g) |
|
Non-Audit Fees. The fees for the years ended Dec. 31 indicated below, charged by Ernst &
Young LLP to the registrant for non-audit fees and to the registrants |
|
|
investment adviser, and any entity controlling, controlled by, or under common control with
the adviser that provides ongoing services to the registrant were as follows: |
|
|
|
2010: $3,005,956
|
|
2009: $835,526 |
(h) |
|
100% of the services performed in item (g) above during 2010 and 2009 were pre-approved by
the Ameriprise Financial Audit Committee and/or the RiverSource/Columbia Mutual Funds Audit
Committee. |
Item 5. Audit Committee of Listed Registrants. Not applicable.
Item 6. Investments.
(a) |
|
The registrants Schedule 1 Investments in securities of unaffiliated issuers (as set
forth in 17 CFR 210.12-12) is included in Item 1 of this Form N-CSR. |
|
(b) |
|
Not applicable. |
|
|
|
Item 7. |
|
Disclosure of Proxy Voting Policies and Procedures for Closed-End
Management Investment Companies. |
Proxy Voting
General guidelines, policies and procedures
These Proxy Voting Policies and Procedures apply only to the funds and portfolios (the Funds)
that historically bore the RiverSource or Seligman brands, including those renamed to bear the
Columbia brand effective September 27, 2010.
The Funds uphold a long tradition of supporting sound and principled corporate governance. For more
than 30 years, the Funds Boards of Trustees/Directors (Board), which consist of a majority of
independent Board members, has determined policies and voted proxies. The Funds investment manager
and administrator, Columbia Management Investment Advisers, LLC (Columbia Management), provide
support to the Board in connection with the proxy voting process.
General Guidelines
The Board supports proxy proposals that it believes are tied to the interests of shareholders
and votes against proxy proposals that appear to entrench management. For example:
Election of Directors
|
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|
The Board generally votes in favor of proposals for an independent chairman
or, if the chairman is not independent, in favor of a lead independent director. |
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|
The Board supports annual election of all directors and proposals to eliminate
classes of directors. |
|
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|
In a routine election of directors, the Board will generally vote with the
recommendations of the companys nominating committee because the Board believes that
nominating committees of independent directors are in the best position to know what
qualifications are required of directors |
|
|
|
to form an effective board. However, the Board
will generally vote against a nominee who has been assigned to the audit, compensation, or
nominating committee if the nominee is not independent of management based on established
criteria. The Board will generally also withhold support for any director who fails to
attend 75% of meetings or has other activities that appear to interfere with his or her
ability to commit sufficient attention to the company and, in general, will vote against
nominees who are determined to have exhibited poor governance such as involvement in
options backdating, financial restatements or material weaknesses in control, approving
egregious compensation or have consistently disregarded the interests of shareholders. |
|
|
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|
The Board generally supports proposals requiring director nominees to receive
a majority of affirmative votes cast in order to be elected to the board, and in the
absence of majority voting, generally will support cumulative voting. |
|
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|
Votes in a contested election of directors are evaluated on a case-by-case
basis. |
Defense mechanisms
The Board generally supports proposals eliminating provisions requiring supermajority approval
of certain actions. The Board generally supports proposals to opt out of control share acquisition
statutes and proposals restricting a companys ability to make greenmail payments. The Board
reviews management proposals submitting shareholder rights plans (poison pills) to shareholders on
a case-by-case basis,
Auditors
The Board values the independence of auditors based on established criteria. The Board supports
a reasonable review of matters that may raise concerns regarding an auditors service that may
cause the Board to vote against a companys recommendation for auditor, including, for example,
auditor involvement in significant financial restatements, options backdating, conflicts of
interest, material weaknesses in control, attempts to limit auditor liability or situations where
independence has been compromised.
Management compensation issues
The Board expects company management to give thoughtful consideration to providing competitive
long-term employee incentives directly tied to the interest of shareholders. The Board generally
votes for plans if they are reasonable and consistent with industry and country standards and
against plans that it believes dilute shareholder value substantially.
The Board generally favors minimum holding periods of stock obtained by senior management pursuant
to equity compensation plans and will vote against compensation plans for executives that it deems
excessive.
Social and corporate policy issues
The Board believes proxy proposals should address the business interests of the corporation.
Shareholder proposals sometime seek to have the company disclose or amend certain business
practices based purely on social or environmental issues rather than compelling business arguments.
In general, the Board recognizes our Fund shareholders are likely to have differing views of social
and environmental issues and believes that these matters are primarily the responsibility of a
companys management and its board of directors. The Board generally abstains or votes against
these proposals.
Policy and Procedures
The policy of the Board is to vote all proxies of the companies in which a Fund holds
investments. Because of the volume and complexity of the proxy voting process, including inherent
inefficiencies in the process that are outside the control of the Board or the Proxy Team (defined
below), not all proxies may be voted. The Board has implemented policies and procedures that have
been reasonably designed to vote proxies and to address any conflicts between interests of a Funds
shareholders and those of Columbia
Management or other affiliated persons. In exercising its proxy
voting responsibilities, the Board may rely upon the research or recommendations of one or more
third party service providers.
The administration of the proxy voting process is handled by the Columbia Management Proxy
Administration Team (Proxy Team). In exercising its responsibilities, the Proxy Team may rely
upon one or more third party service providers. The Proxy Team assists the Board in identifying
situations where its guidelines do not clearly require a vote in a particular manner and assists in
researching matters and making voting recommendations. The Proxy Team may recommend that a proxy be
voted in a manner contrary to the Boards guidelines. In making recommendations to the Board about
voting on a proposal, the Proxy Team relies on Columbia Management investment personnel (or the
investment personnel of a Funds subadviser(s)) and information obtained from an independent
research firm. The Proxy Team makes the recommendation in writing. The Board Chair or other Board
members who are independent from the investment manager will consider the recommendation and decide
how to vote the proxy proposal or establish a protocol for voting the proposal.
On an annual basis, or more frequently as determined necessary, the Board reviews recommendations
to revise the existing guidelines or add new guidelines. Recommendations are based on, among other
things, industry trends and the frequency that similar proposals appear on company ballots.
The Board considers managements recommendations as set out in the companys proxy statement. In
each instance in which a Fund votes against managements recommendation (except when withholding
votes from a nominated director), the Board generally sends a letter to senior management of the
company explaining the basis for its vote. This permits both the companys management and the Board
to have an opportunity to gain better insight into issues presented by the proxy proposal(s).
Voting in countries outside the United States (non-U.S. countries)
Voting proxies for companies not domiciled in the United States may involve greater effort and
cost due to the variety of regulatory schemes and corporate practices. For example, certain
non-U.S. countries require securities to be blocked prior to a vote, which means that the
securities to be voted may not be traded within a specified number of days before the shareholder
meeting. The Board typically will not vote securities in non-U.S. countries that require securities
to be blocked as the need for liquidity of the securities in the Funds will typically outweigh the
benefit of voting. There may be additional costs associated with voting in non-U.S. countries such
that the Board may determine that the cost of voting outweighs the potential benefit.
Securities on loan
The Board will generally refrain from recalling securities on loan based upon its determination
that the costs and lost revenue to the Funds, combined with the administrative effects of recalling
the securities, generally outweigh the benefit of voting the proxy. While neither the Board nor
Columbia Management assesses the economic impact and benefits of voting loaned securities on a
case-by-case basis, situations may arise where the Board requests that loaned securities be
recalled in order to vote a proxy. In this regard, if a proxy relates to matters that may impact
the nature of a company, such as a proposed merger or acquisition, and the Funds ownership
position is more significant, the Board has established a guideline to direct Columbia Management
to use its best efforts to recall such securities based upon its determination that, in these
situations, the benefits of voting such proxies generally outweigh the costs or lost revenue to the
Funds, or any potential adverse administrative effects to the Funds, of not recalling such
securities.
Investment in affiliated funds
Certain Funds may invest in shares of other funds managed by Columbia Management (referred to
in this context as underlying funds) and may own substantial portions of these underlying funds.
In general, the proxy policy of the Funds is to ensure that direct public shareholders of
underlying funds control the outcome of any shareholder vote. To help manage this potential
conflict of interest, the policy of the Funds is to vote
proxies of the underlying funds in the same proportion as the vote of the direct public
shareholders; provided, however, that if there are no direct public shareholders of an underlying
fund or if direct public shareholders represent only a minority interest in an underlying fund, the
Fund may cast votes in accordance with instructions from the independent members of the Board.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
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Other Accounts Managed |
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Approximate |
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Ownership |
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Number and type |
|
Total Net Assets |
|
Performance |
|
of Fund |
Fund |
|
Portfolio Manager |
|
of account |
|
(excluding the fund) |
|
Based Accounts |
|
Shares |
For fiscal period
ending December 31 |
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Tri-Continental |
|
Brian Condon |
|
7 RICs |
|
$6.42 billion |
|
7 RICs ($6.42 B) |
|
|
$10,001-$50,000 |
|
Corporation |
|
|
|
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|
5 other accounts |
|
$0.72 million |
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Potential Conflicts of Interest:
Like other investment professionals with multiple clients, a funds portfolio manager(s)
may face certain potential conflicts of interest in connection with managing both the fund and
other accounts at the same time. The investment manager and the funds have adopted compliance
policies and procedures that attempt to address certain of the potential conflicts that
portfolio managers face in this regard. Certain of these conflicts of interest are summarized
below.
The management of accounts with different advisory fee rates and/or fee structures, including
accounts that pay advisory fees based on account performance (performance fee accounts), may raise
potential conflicts of interest for a portfolio manager by creating an incentive to favor higher
fee accounts.
Potential conflicts of interest also may arise when a portfolio manager has personal investments
in other accounts that may create an incentive to favor those accounts. As a general matter and
subject to the investment managers Code of Ethics and certain limited exceptions, the
investment managers investment professionals do not have the opportunity to invest in client
accounts, other than the funds.
A portfolio manager who is responsible for managing multiple funds and/or accounts may devote
unequal time and attention to the management of those funds and/or accounts. The effects of this
potential conflict may be more pronounced where funds and/or accounts managed by a particular
portfolio manager have different investment strategies.
A portfolio manager may be able to select or influence the selection of the broker/dealers that are
used to execute securities transactions for the funds. A portfolio managers decision as to the
selection of broker/dealers could produce disproportionate costs and benefits among the funds and
the other accounts the portfolio manager manages.
A potential conflict of interest may arise when a portfolio manager buys or sells the same
securities for a fund and other accounts. On occasions when a portfolio manager considers the
purchase or sale of a security to be in the best interests of a fund as well as other accounts, the
investment managers trading desk may, to the extent consistent with applicable laws and
regulations, aggregate the securities to be sold or bought in order to obtain the best execution
and lower brokerage commissions, if any. Aggregation of trades may create the potential for
unfairness to a fund or another account if a portfolio manager favors one account over another in
allocating the securities bought or sold.
Cross trades, in which a portfolio manager sells a particular security held by a fund to another
account (potentially saving transaction costs for both accounts), could involve a potential
conflict of interest if, for example, a portfolio manager is permitted to sell a security from one
account to another account at a higher price than an independent third party would pay. The
investment manager and the funds have adopted compliance procedures that provide that any
transactions between a fund and another account managed by the investment manager are to be made
at a current market price, consistent with applicable laws and regulations.
Another potential conflict of interest may arise based on the different investment objectives and
strategies of a fund and other accounts managed by its portfolio manager(s). Depending on another
accounts objectives and other factors, a portfolio manager may give advice to and make decisions
for a fund that
may differ from advice given, or the timing or nature of decisions made, with respect to another
account. A portfolio managers investment decisions are the product of many factors in addition to
basic suitability for the particular account involved. Thus, a portfolio manager may buy or sell a
particular security for certain accounts, and not for a fund, even though it could have been bought
or sold for the fund at
the same time. A portfolio manager also may buy a particular security for
one or more accounts when one or more other accounts are selling the security (including short
sales). There may be circumstances when a portfolio managers purchases or sales of portfolio
securities for one or more accounts may have an adverse effect on other accounts, including the
funds.
A funds portfolio manager(s) also may have other potential conflicts of interest in managing the
fund, and the description above is not a complete description of every conflict that could exist in
managing the fund and other accounts. Many of the potential conflicts of interest to which the
investment managers portfolio managers are subject are essentially the same or similar to the
potential conflicts of interest related to the investment management activities of the investment
manager and its affiliates.
Structure of Compensation:
As of the funds most recent fiscal year end, the portfolio managers
received all of their compensation in the form of salary, bonus, stock options,
restricted stock, and notional investments through an incentive plan, the value
of which is measured by reference to the performance of the funds in which the
account is invested. A portfolio managers bonus is variable and generally is
based on (1) an evaluation of the portfolio managers investment performance
and (2) the results of a peer and/or management review of the portfolio
manager, which takes into account skills and attributes such as team
participation, investment process, communication and professionalism. In
evaluating investment performance, the investment manager generally considers
the one, three and five year performance of mutual funds and other accounts
managed by the portfolio manager. The investment manager also may consider a
portfolio managers performance in managing client assets in sectors and
industries assigned to the portfolio manager as part of his/her investment team
responsibilities, where applicable. For portfolio managers who also have group
management responsibilities, another factor in their evaluation is an
assessment of the groups overall investment performance.
The size of the overall bonus pool each year depends on, among other factors,
the levels of compensation generally in the investment management industry
(based on market compensation data) and the investment managers profitability
for the year, which is largely determined by assets under management.
|
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Item 9. |
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Purchases of Equity Securities by Closed-End Management Investment
Company and Affiliated Purchasers. |
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Total Number of Shares Purchased |
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Maximum Number of Shares that |
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Total Number of |
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Average Price |
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as Part of Publicly Announced |
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May Yet Be Purchased Under the |
Period |
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Shares Purchased |
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Paid Per Share |
|
Plans or Programs(1) |
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Plans or Programs(1) |
7-01-10 to 7-31-10 |
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295,215 |
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$ |
11.36 |
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295,215 |
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3,150,147 |
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8-01-10 to 8-30-10 |
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294,323 |
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11.55 |
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294,323 |
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2,855,824 |
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9-01-10 to 9-30-10 |
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197,630 |
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11.90 |
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197,630 |
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2,658,194 |
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10-01-10 to 10-31-10 |
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413,089 |
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12.73 |
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413,089 |
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2,245,105 |
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11-01-10 to 11-30-10 |
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334,396 |
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13.20 |
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334,396 |
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1,910,709 |
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12-01-10 to 12-31-10 |
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324,540 |
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13.49 |
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324,540 |
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1,586,169 |
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(1) |
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The registrant has a stock repurchase program. For 2010, the registrant is
authorized to repurchase up to 5% of its outstanding Common Stock directly from
stockholders and in the open market, provided that, with respect to shares
repurchased in the open market the excess of the net asset value of a share of
Common Stock over its market price (the discount) is greater than 10%. |
Item 10. Submission of Matters to a Vote of Security Holders.
There were no material changes to the procedures by which shareholders may recommend
nominees to the registrants board of directors.
Item 11. Controls and Procedures.
(a) The registrants principal executive officer and principal financial officer, based
on their evaluation of the registrants disclosure controls and procedures as of a date
within 90 days of the filing of this report, have concluded that such controls and
procedures are adequately designed to ensure that information required to be disclosed
by the registrant in Form N-CSR is accumulated and communicated to the registrants
management, including principal executive officer and principal financial officer, or
persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosure.
(b) There was no change in the registrants internal controls over
financial reporting that occurred during the registrants second fiscal quarter of the
period covered by this report that has materially affected, or is reasonably likely to
materially affect, the registrants internal control over financial reporting.
Item 12. Exhibits.
(a)(1) Code of ethics required to be disclosed under Item 2 of Form N-CSR, is attached
as Exhibit 99.CODE ETH.
(a)(2) Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of
1940 (17 CFR 270.30a-2(a)) attached hereto as Exhibit99.CERT.
(a)(3) Not applicable.
(b) Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940
(17 CFR 270.30a-2(b)) attached hereto as Exhibit 99.906CERT.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and
the Investment Company Act of 1940, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
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(Registrant) Tri-Continental Corporation |
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By |
/s/ J. Kevin Connaughton
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J. Kevin Connaughton |
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President and Principal Executive Officer |
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Date February 23, 2011
Pursuant to the requirements of the Securities Exchange Act of 1934 and
the Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
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By |
/s/ J. Kevin Connaughton
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J. Kevin Connaughton |
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President and Principal Executive Officer |
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Date February 23, 2011
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By |
/s/ Michael G. Clarke
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Michael G. Clarke |
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Treasurer and Principal Financial Officer |
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Date February 23, 2011