nvcsrs
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)
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50606 Ameriprise Financial Center, Minneapolis, Minnesota
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55474 |
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(Address of principal executive offices)
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(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: June 30, 2011
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Item 1. |
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Reports to Stockholders. |
Semiannual Report
Semiannual
Report
Tri-Continental
Corporation
Semiannual
Report for the Period Ended
June 30,
2011
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
Dear
Stockholders,
We are pleased to present the semiannual stockholder report for
Tri-Continental Corporation (the Fund). The report includes the
Funds investment results and a portfolio of investment and
financial statements as of June 30, 2011.
The Funds Common Stock gained 9.00%, based on net asset
value and 9.49%, based on market price, for the six months ended
June 30, 2011. The Fund outperformed its benchmark, the
Standard & Poors 500 Composite Stock Price Index
(S&P 500 Index), which gained 6.02% during the same period.
The Fund also outperformed the Lipper
Large-Cap
Core Funds Index, which rose 5.34% during the six-month period.
During the first half of 2011, the Fund paid two distributions,
in accordance with its earned distribution policy, that
aggregated $0.13 per share of Common Stock of the Fund.
Distributions are based upon amounts distributed by underlying
portfolio companies owned by the Fund.
We welcome the addition of David King, who joined Brian Condon
in April 2011 as a co-portfolio manager of the Fund.
On May 3, 2011, the Fund held its
81st
Annual Meeting of Stockholders. During the meeting, Stockholders
re-elected three Directors, ratified the selection of Ernst
& Young LLP as the Funds independent registered
public accounting firm for 2011 and approved a proposal to
change the Funds fundamental investment policy relating to
securities lending.
Information about the Fund, including daily pricing, current
performance, Fund holdings, stockholder reports, the most
current prospectus for the Fund, distributions and other
information can be found at columbiamanagement.com under the
Closed-End Funds tab.
On behalf of the Board, we would like to thank you for your
support of Tri-Continental Corporation.
Stephen R. Lewis
Chairman of the Board
For
more information, go online to columbiamanagement.com; or call
800.345.6611. Customer Service Representatives are available to
answer your questions Monday through Friday from 9 a.m. to 6
p.m. Eastern time.
TRI-CONTINENTAL
CORPORATION 2011 SEMIANNUAL REPORT
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Your Fund at a Glance
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2
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Portfolio of Investments
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5
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Statement of Assets and Liabilities
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15
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Statement of Capital Stock and Surplus
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16
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Statement of Operations
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17
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Statement of Changes in Net Assets
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18
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Financial Highlights
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19
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Notes to Financial Statements
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21
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Proxy Voting
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35
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Approval of Investment Management Services Agreement
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35
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Results of Meeting of Stockholders
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38
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TRI-CONTINENTAL
CORPORATION 2011 SEMIANNUAL
REPORT 1
(Unaudited)
FUND
SUMMARY
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>
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Tri-Continental Corporation (the
Fund) Common Stock gained 9.00%, based on net asset value, and
9.49%, based on market price for the six months ended
June 30, 2011.
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>
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The Fund outperformed its
benchmark, the Standard & Poors 500 Composite
Stock Price Index (S&P 500 Index), which rose 6.02%
for the six-month period.
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>
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The Fund also outperformed the
Lipper Large-Cap Core Funds Index, which increased 5.34% for the
same period.
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ANNUALIZED
TOTAL RETURNS
(for
period ended June 30, 2011)
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6
months*
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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
Market Price
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+9.49%
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+40.27%
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+0.63%
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+0.62%
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+0.38%
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Net Asset Value
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+9.00%
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+35.96%
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+1.43%
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+0.75%
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+0.65%
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S&P 500
Index(1)
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+6.02%
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+30.69%
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+3.34%
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+2.94%
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+2.72%
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Lipper Large-Cap Core Funds
Index(2)
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+5.34%
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+28.64%
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+2.41%
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+2.54%
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+2.11%
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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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(2) |
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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 2011 SEMIANNUAL REPORT
PRICE
PER SHARE
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June 30,
2011
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March 31,
2011
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December 31,
2010
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Market price
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$
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14.93
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$
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14.62
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$
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13.76
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Net asset value
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17.24
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16.98
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15.96
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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 22, 2011
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$
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0.065
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June 21, 2011
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0.065
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(a) |
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Preferred
Stockholders were paid dividends totaling $1.25 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 Funds common stock has historically
traded in the market at a discount to its 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 2011 SEMIANNUAL
REPORT 3
Your
Fund at a
Glance (continued)
PORTFOLIO
BREAKDOWN(1)
(at
June 30, 2011)
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Stocks
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99.6
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%
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Consumer Discretionary
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10.7
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Consumer Staples
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10.3
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Energy
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12.6
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Financials
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14.5
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Health Care
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12.2
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Industrials
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11.0
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Information Technology
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17.9
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Materials
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3.8
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Telecommunication Services
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3.3
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Utilities
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3.3
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Limited Partnerships
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0.2
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Other(2)
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0.2
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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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Money
Market Fund.
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TOP
TEN
HOLDINGS(1)
(at June 30,
2011)
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Apple, Inc.
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4.4
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%
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Microsoft Corp.
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3.4
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Chevron Corp.
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3.4
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IBM Corp.
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3.1
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JPMorgan Chase & Co.
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2.9
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General Electric Co.
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2.9
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UnitedHealth Group, Inc.
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2.5
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ConocoPhillips
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2.4
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Pfizer, Inc.
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2.4
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Wal-Mart Stores, Inc.
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2.4
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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 Money Market Fund).
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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.
4 TRI-CONTINENTAL
CORPORATION 2011 SEMIANNUAL REPORT
Tri-Continental Corporation
June 30,
2011 (Unaudited)
(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 10.6%
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Diversified Consumer
Services 1.2%
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Apollo Group, Inc.,
Class A(a)
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247,300
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$
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10,802,064
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H&R Block,
Inc.(b)
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162,325
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2,603,693
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Total
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13,405,757
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Internet & Catalog
Retail 0.4%
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priceline.com,
Inc.(a)
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9,103
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4,660,099
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Media 3.2%
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Comcast Corp.,
Class A(b)
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542,726
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13,752,677
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DIRECTV,
Class A(a)
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444,900
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22,609,818
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Time Warner Cable,
Inc.(b)
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16,400
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1,279,856
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Total
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37,642,351
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Multiline
Retail 0.4%
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Family Dollar Stores, Inc.
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87,615
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4,605,044
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Specialty
Retail 5.3%
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AutoZone,
Inc.(a)
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66,024
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19,467,176
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GameStop Corp.,
Class A(a)(b)
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308,200
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8,219,694
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Gap, Inc.
(The)(b)
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80,180
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1,451,258
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Limited Brands, Inc.
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472,130
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18,153,399
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Ross Stores, Inc.
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180,749
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14,481,610
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TJX Companies,
Inc.(b)
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12,093
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635,245
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Total
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62,408,382
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Textiles, Apparel &
Luxury Goods 0.1%
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Coach, Inc.
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18,435
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1,178,550
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TOTAL CONSUMER
DISCRECTIONARY
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123,900,183
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CONSUMER
STAPLES 10.3%
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Beverages 0.7%
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Coca-Cola
Co. (The)
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126,274
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8,496,977
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Food & Staples
Retailing 3.7%
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Kroger Co. (The)
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119,894
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2,973,371
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Safeway, Inc.
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174,400
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4,075,728
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Wal-Mart Stores,
Inc.(b)
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515,129
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27,373,955
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Walgreen
Co.(b)
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190,782
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8,100,604
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Total
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42,523,658
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Food
Products 1.7%
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Hershey Co.
(The)(b)
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322,100
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18,311,385
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Hormel Foods
Corp.(b)
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41,316
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|
1,231,630
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Total
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19,543,015
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Household
Products 0.2%
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Kimberly-Clark
Corp.(b)
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40,100
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2,669,056
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Tobacco 4.0%
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Lorillard,
Inc.(b)
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190,264
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20,714,042
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Philip Morris International, Inc.
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393,800
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|
26,294,026
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Total
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|
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47,008,068
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TOTAL CONSUMER STAPLES
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120,240,774
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ENERGY 12.5%
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Energy Equipment &
Services 2.2%
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National Oilwell Varco, Inc.
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321,337
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|
25,131,767
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Oil, Gas & Consumable
Fuels 10.3%
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Apache Corp.
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|
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188,100
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|
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23,209,659
|
Chevron
Corp.(c)
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|
|
382,942
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|
|
39,381,756
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ConocoPhillips
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|
|
374,812
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|
|
28,182,114
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Devon Energy Corp.
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|
|
6,500
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|
|
512,265
|
Exxon Mobil Corp.
|
|
|
215,711
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|
|
17,554,561
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Marathon Oil Corp.
|
|
|
53,568
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|
|
2,821,962
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Tesoro
Corp.(a)(b)
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|
|
261,377
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|
|
5,988,147
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Valero Energy Corp.
|
|
|
124,900
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|
|
3,193,693
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|
|
|
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Total
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|
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|
|
|
120,844,157
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TOTAL ENERGY
|
|
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145,975,924
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FINANCIALS 14.5%
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|
|
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Capital
Markets 2.9%
|
Franklin Resources, Inc.
|
|
|
153,808
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|
|
20,193,452
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Goldman Sachs Group, Inc. (The)
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|
|
55,234
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|
|
7,351,093
|
T Rowe Price Group,
Inc.(b)
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|
|
96,900
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|
|
5,846,946
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|
|
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Total
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|
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|
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33,391,491
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Commercial
Banks 0.7%
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KeyCorp(b)
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|
|
1,007,471
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|
|
8,392,233
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Consumer
Finance 2.2%
|
Capital One Financial
Corp.(b)
|
|
|
419,328
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|
|
21,666,678
|
Discover Financial Services
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|
|
169,896
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|
|
4,544,718
|
|
|
|
|
|
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|
Total
|
|
|
|
|
|
26,211,396
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|
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The accompanying
Notes to Financial Statements are an integral part of this
statement.
TRI-CONTINENTAL
CORPORATION 2011 SEMIANNUAL
REPORT 5
Portfolio
of Investments
(continued)
|
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Issuer
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Shares
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Value
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Common
Stocks (continued)
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FINANCIALS (cont.)
|
Diversified Financial
Services 3.9%
|
Citigroup, Inc.
|
|
|
145,049
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|
|
$6,039,840
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JPMorgan Chase & Co.
|
|
|
828,702
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|
|
33,927,060
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Moodys
Corp.(b)
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|
|
140,100
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|
|
5,372,835
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|
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|
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Total
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|
|
|
|
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45,339,735
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Insurance 3.6%
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Aflac, Inc.
|
|
|
136,212
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|
|
6,358,376
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Hartford Financial Services Group,
Inc.(b)
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|
|
349,587
|
|
|
9,218,609
|
Lincoln National
Corp.(b)
|
|
|
365,230
|
|
|
10,405,403
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Prudential Financial, Inc.
|
|
|
199,500
|
|
|
12,686,205
|
Travelers Companies, Inc.
(The)(b)
|
|
|
61,796
|
|
|
3,607,651
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
42,276,244
|
|
|
Real Estate Investment Trusts
(REITs) 1.2%
|
Apartment Investment & Management Co.,
Class A(b)
|
|
|
134,300
|
|
|
3,428,679
|
Public Storage
|
|
|
12,900
|
|
|
1,470,729
|
Simon Property Group, Inc.
|
|
|
73,686
|
|
|
8,564,524
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
13,463,932
|
|
|
TOTAL FINANCIALS
|
|
|
169,075,031
|
|
|
HEALTH CARE 12.1%
|
|
|
|
|
|
|
|
Biotechnology 2.3%
|
Biogen Idec,
Inc.(a)
|
|
|
121,017
|
|
|
12,939,138
|
Gilead Sciences,
Inc.(a)(b)
|
|
|
337,000
|
|
|
13,955,170
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
26,894,308
|
|
|
Health Care
Equipment & Supplies 0.3%
|
Baxter International, Inc.
|
|
|
62,313
|
|
|
3,719,463
|
|
|
Health Care
Providers & Services 2.7%
|
Medco Health Solutions,
Inc.(a)
|
|
|
47,662
|
|
|
2,693,856
|
UnitedHealth Group, Inc.
|
|
|
553,256
|
|
|
28,536,945
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
31,230,801
|
|
|
Pharmaceuticals 6.8%
|
Abbott Laboratories
|
|
|
165,729
|
|
|
8,720,660
|
Eli Lilly & Co.
|
|
|
593,448
|
|
|
22,272,103
|
Forest Laboratories,
Inc.(a)
|
|
|
145,565
|
|
|
5,726,527
|
Johnson &
Johnson(b)
|
|
|
222,027
|
|
|
14,769,236
|
Pfizer, Inc.
|
|
|
1,358,965
|
|
|
27,994,679
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
79,483,205
|
|
|
TOTAL HEALTH CARE
|
|
|
141,327,777
|
|
|
INDUSTRIALS 11.0%
|
|
|
|
|
|
|
|
Aerospace &
Defense 4.7%
|
General Dynamics Corp.
|
|
|
107,607
|
|
|
8,018,874
|
Lockheed Martin
Corp.(b)
|
|
|
69,023
|
|
|
5,588,792
|
Northrop Grumman
Corp.(b)
|
|
|
84,636
|
|
|
5,869,507
|
Raytheon Co.
|
|
|
374,184
|
|
|
18,653,072
|
United Technologies Corp.
|
|
|
195,563
|
|
|
17,309,281
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
55,439,526
|
|
|
Air Freight &
Logistics 0.6%
|
United Parcel Service, Inc., Class B
|
|
|
96,441
|
|
|
7,033,442
|
|
|
Commercial Services &
Supplies 1.0%
|
Pitney Bowes,
Inc.(b)
|
|
|
87,104
|
|
|
2,002,521
|
RR Donnelley & Sons
Co.(b)
|
|
|
483,797
|
|
|
9,487,259
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
11,489,780
|
|
|
Electrical
Equipment 0.7%
|
Emerson Electric Co.
|
|
|
142,657
|
|
|
8,024,456
|
|
|
Industrial
Conglomerates 2.9%
|
General Electric Co.
|
|
|
1,786,558
|
|
|
33,694,484
|
|
|
Professional
Services 0.6%
|
Dun & Bradstreet Corp.
|
|
|
86,700
|
|
|
6,549,318
|
|
|
Trading Companies &
Distributors 0.5%
|
WW Grainger,
Inc.(b)
|
|
|
40,000
|
|
|
6,146,000
|
|
|
|
|
|
|
|
TOTAL INDUSTRIALS
|
|
|
128,377,006
|
|
|
INFORMATION
TECHNOLOGY 17.8%
|
|
|
|
|
|
|
|
Computers &
Peripherals 6.7%
|
Apple,
Inc.(a)
|
|
|
150,621
|
|
|
50,558,951
|
Dell,
Inc.(a)(b)
|
|
|
192,487
|
|
|
3,208,758
|
Lexmark International, Inc.,
Class A(a)
|
|
|
202,000
|
|
|
5,910,520
|
SanDisk
Corp.(a)
|
|
|
318,101
|
|
|
13,201,192
|
Western Digital
Corp.(a)
|
|
|
140,082
|
|
|
5,096,183
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
77,975,604
|
|
|
IT Services 3.5%
|
IBM
Corp.(b)
|
|
|
210,908
|
|
|
36,181,267
|
Teradata
Corp.(a)(b)
|
|
|
83,000
|
|
|
4,996,600
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
41,177,867
|
|
|
Semiconductors &
Semiconductor Equipment 4.2%
|
Intel
Corp.(b)
|
|
|
740,100
|
|
|
16,400,616
|
Micron Technology,
Inc.(a)
|
|
|
409,200
|
|
|
3,060,816
|
NVIDIA
Corp.(a)(b)
|
|
|
77,800
|
|
|
1,239,743
|
Teradyne,
Inc.(a)(b)
|
|
|
353,400
|
|
|
5,230,320
|
Texas Instruments, Inc.
|
|
|
704,600
|
|
|
23,132,018
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
49,063,513
|
|
|
The accompanying
Notes to Financial Statements are an integral part of this
statement.
6 TRI-CONTINENTAL
CORPORATION 2011 SEMIANNUAL REPORT
|
|
|
|
|
|
|
Issuer
|
|
Shares
|
|
Value
|
|
Common
Stocks (continued)
|
|
|
|
|
|
|
|
INFORMATION
TECHNOLOGY (cont.)
|
Software 3.4%
|
Microsoft Corp.
|
|
|
1,518,777
|
|
|
$39,488,202
|
|
|
|
|
|
|
|
TOTAL INFORMATION
TECHNOLOGY
|
|
|
207,705,186
|
|
|
MATERIALS 3.7%
|
|
|
|
|
|
|
|
Chemicals 1.9%
|
Air Products & Chemicals, Inc.
|
|
|
25,162
|
|
|
2,404,984
|
CF Industries Holdings, Inc.
|
|
|
16,932
|
|
|
2,398,756
|
Eastman Chemical Co.
|
|
|
177,924
|
|
|
18,160,703
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
22,964,443
|
|
|
Metals &
Mining 1.8%
|
Freeport-McMoRan Copper & Gold, Inc.
|
|
|
393,989
|
|
|
20,842,018
|
|
|
|
|
|
|
|
TOTAL MATERIALS
|
|
|
43,806,461
|
|
|
TELECOMMUNICATION
SERVICES 3.3%
|
|
|
|
|
|
|
|
Diversified Telecommunication
Services 3.3%
|
AT&T, Inc.
|
|
|
696,794
|
|
|
21,886,299
|
Verizon Communications,
Inc.(b)
|
|
|
440,298
|
|
|
16,392,295
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
38,278,594
|
|
|
TOTAL TELECOMMUNICATION
SERVICES
|
|
|
38,278,594
|
|
|
UTILITIES 3.3%
|
|
|
|
|
|
|
|
Electric
Utilities 1.7%
|
Exelon
Corp.(b)
|
|
|
454,413
|
|
|
19,467,053
|
|
|
Independent Power
Producers & Energy Traders 0.3%
|
AES Corp.
(The)(a)
|
|
|
277,147
|
|
|
3,530,853
|
|
|
Multi-Utilities 1.3%
|
Public Service Enterprise Group, Inc.
|
|
|
473,600
|
|
|
15,458,304
|
|
|
|
|
|
|
|
TOTAL UTILITIES
|
|
|
38,456,210
|
|
|
Total Common Stocks
|
|
|
|
(Cost: $970,650,539)
|
|
$
|
1,157,143,146
|
|
|
Limited
Partnerships 0.1%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCIALS 0.1%
|
|
|
|
|
|
|
|
Capital
Markets 0.1%
|
WCAS Capital Partners II
LP(a)(d)(e)(f)
|
|
|
4,212,138
|
|
$
|
1,925,172
|
|
|
|
|
|
|
|
TOTAL FINANCIALS
|
|
|
1,925,172
|
|
|
Total Limited
Partnerships
|
|
|
|
(Cost: $4,212,138)
|
|
$
|
1,925,172
|
|
|
Money Market
Fund 0.3%
|
|
|
|
|
|
|
|
Columbia Short-Term Cash Fund,
0.166%(g)(h)
|
|
|
2,966,259
|
|
$
|
2,966,259
|
|
|
Total Money Market
Fund
|
|
|
|
(Cost: $2,966,259)
|
|
$
|
2,966,259
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Par/
|
|
|
|
|
Effective
|
|
Principal/
|
|
|
Issuer
|
|
Yield
|
|
Shares
|
|
Value
|
|
Investments
of Cash Collateral Received
for Securities on Loan 7.2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset-Backed Commercial
Paper 0.4%
|
Antalis US Funding Corp.
|
08/23/11
|
|
0.275%
|
|
$
|
2,997,892
|
|
$
|
2,997,892
|
Cancara Asset Securitisation LLC
|
07/13/11
|
|
0.150%
|
|
|
1,999,750
|
|
|
1,999,750
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
4,997,642
|
|
|
Certificates of
Deposit 1.4%
|
Barclays Bank PLC
|
09/13/11
|
|
0.310%
|
|
|
2,000,000
|
|
|
2,000,000
|
Commerzbank AG
|
07/20/11
|
|
0.220%
|
|
|
3,000,000
|
|
|
3,000,000
|
DZ Bank AG
|
07/12/11
|
|
0.200%
|
|
|
2,000,000
|
|
|
2,000,000
|
07/27/11
|
|
0.150%
|
|
|
2,000,000
|
|
|
2,000,000
|
FMS Wertmanagement Anstalt Des Oeffentlichen Rechts
|
08/12/11
|
|
0.300%
|
|
|
2,500,000
|
|
|
2,500,000
|
KBC Bank NV
|
07/05/11
|
|
0.300%
|
|
|
3,000,000
|
|
|
3,000,000
|
Societe Generale
|
09/23/11
|
|
0.411%
|
|
|
2,000,000
|
|
|
2,000,000
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
16,500,000
|
|
|
Money Market
Fund 1.7%
|
JPMorgan Prime Money Market Fund,
0.010%(g)
|
|
|
|
|
20,000,000
|
|
|
20,000,000
|
|
|
Other Short-Term
Obligations 0.2%
|
Natixis Financial Products LLC
|
07/01/11
|
|
0.370%
|
|
|
2,000,000
|
|
|
2,000,000
|
|
|
The accompanying
Notes to Financial Statements are an integral part of this
statement.
TRI-CONTINENTAL
CORPORATION 2011 SEMIANNUAL
REPORT 7
Portfolio
of Investments
(continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
Par/
|
|
|
|
|
Effective
|
|
Principal/
|
|
|
Issuer
|
|
Yield
|
|
Shares
|
|
Value
|
|
Investments
of Cash Collateral Received
for Securities on Loan (continued)
|
Repurchase
Agreements 3.5%
|
Cantor Fitzgerald & Co.
dated 06/30/11, matures 07/01/11,
repurchase price
$5,000,014(i)
|
|
|
0.100%
|
|
|
$5,000,000
|
|
|
$5,000,000
|
Mizuho Securities USA, Inc.
dated 06/30/11, matures 07/01/11,
repurchase price
$15,000,050(i)
|
|
|
0.120%
|
|
|
15,000,000
|
|
|
15,000,000
|
Natixis Financial Products, Inc.
dated 06/30/11, matures 07/01/11,
repurchase price
$5,000,004(i)
|
|
|
0.030%
|
|
|
5,000,000
|
|
|
5,000,000
|
Nomura Securities
dated 06/30/11, matures 07/01/11,
repurchase price
$5,000,014(i)
|
|
|
0.100%
|
|
|
5,000,000
|
|
|
5,000,000
|
Pershing LLC
dated 06/30/11, matures 07/01/11,
repurchase price
$2,000,007(i)
|
|
|
0.120%
|
|
|
2,000,000
|
|
|
2,000,000
|
Royal Bank of Canada
dated 06/30/11, matures 07/01/11,
repurchase price
$8,623,026(i)
|
|
|
0.050%
|
|
|
8,623,014
|
|
|
8,623,014
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
40,623,014
|
|
|
Total Investments of Cash
Collateral Received for Securities on Loan
|
(Cost: $84,120,656)
|
|
$
|
84,120,656
|
|
|
Total Investments
|
(Cost: $1,061,949,592)
|
|
$
|
1,246,155,233
|
Other Assets &
Liabilities, Net
|
|
|
(78,740,400)
|
|
|
Net Assets
|
|
$
|
1,167,414,833
|
|
|
Investments
in Derivatives
Futures
Contracts Outstanding at June 30, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contracts
|
|
|
Notional
|
|
|
Expiration
|
|
|
Unrealized
|
|
|
Unrealized
|
|
Contract
Description
|
|
Long
(Short)
|
|
|
Market
Value
|
|
|
Date
|
|
|
Appreciation
|
|
|
Depreciation
|
|
S&P 500 Index
|
|
|
8
|
|
|
|
$2,631,000
|
|
|
|
September 2011
|
|
|
|
$78,022
|
|
|
|
$
|
|
Notes
to Portfolio of Investments
|
|
|
(a) |
|
Non-income
producing.
|
|
(b) |
|
At
June 30, 2011, security was partially or fully on loan.
|
|
(c) |
|
At
June 30, 2011, investments in securities included
securities valued at $672,059 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
June 30, 2011, there was no capital committed to the LLC or
LP for future investment.
|
The accompanying
Notes to Financial Statements are an integral part of this
statement.
8 TRI-CONTINENTAL
CORPORATION 2011 SEMIANNUAL REPORT
Notes
to Portfolio of Investments (continued)
|
|
|
(e) |
|
Identifies
issues considered to be illiquid as to their marketability. The
aggregate value of such securities at June 30, 2011 was
$1,925,172, representing 0.16% of net assets. Information
concerning such security holdings at June 30, 2011 was as
follows:
|
|
|
|
|
|
|
|
|
|
Acquisition
|
|
|
Security
|
|
Dates
|
|
Cost
|
WCAS Capital Partners II LP
|
|
12-11-90 thru 03-24-98
|
|
|
$4,212,138
|
|
|
|
|
(f) |
|
At
June 30, 2011, 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 June 30, 2011, were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition
|
|
|
|
|
Security
|
|
Dates
|
|
Cost
|
|
Value
|
WCAS Capital Partners II LP
|
|
|
12-11-90 thru 03-24-98
|
|
|
|
$4,212,138
|
|
|
|
$1,925,172
|
|
|
|
|
(g) |
|
The
rate shown is the
seven-day
current annualized yield at June 30, 2011.
|
|
(h) |
|
Investments
in affiliates during the period ended June 30, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
|
|
|
|
|
|
|
|
|
Sales Cost/
|
|
|
|
|
|
or
|
|
|
|
|
Beginning
|
|
Purchase
|
|
Proceeds
|
|
Realized
|
|
Ending
|
|
Interest
|
|
|
Issuer
|
|
Cost
|
|
Cost
|
|
from
Sales
|
|
Gain/Loss
|
|
Cost
|
|
Income
|
|
Value
|
Columbia Short-Term Cash Fund
|
|
|
$3,118,708
|
|
|
|
$23,134,040
|
|
|
|
$(23,286,489
|
)
|
|
|
$
|
|
|
|
$2,966,259
|
|
|
|
$4,115
|
|
|
|
$2,966,259
|
|
|
|
|
(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.
|
The accompanying
Notes to Financial Statements are an integral part of this
statement.
TRI-CONTINENTAL
CORPORATION 2011 SEMIANNUAL
REPORT 9
Portfolio
of Investments
(continued)
Notes
to Portfolio of Investments (continued)
|
|
|
|
|
Cantor
Fitzgerald & Co. (0.100%)
|
|
|
|
Security
Description
|
|
Value
|
|
Fannie Mae Interest Strip
|
|
|
$53,170
|
|
Fannie Mae Pool
|
|
|
1,990,066
|
|
Fannie Mae Principal Strip
|
|
|
148,588
|
|
Fannie Mae REMICS
|
|
|
117,596
|
|
Federal Home Loan Banks
|
|
|
44,317
|
|
Federal National Mortgage Association
|
|
|
136,190
|
|
Freddie Mac Non Gold Pool
|
|
|
937,411
|
|
Freddie Mac REMICS
|
|
|
597,172
|
|
Ginnie Mae II Pool
|
|
|
344,833
|
|
Government National Mortgage Association
|
|
|
84,370
|
|
United States Treasury Note/Bond
|
|
|
646,287
|
|
|
|
|
|
|
Total Market Value of Collateral Securities
|
|
|
$5,100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mizuho Securities
USA, Inc. (0.120%)
|
|
|
|
Security
Description
|
|
Value
|
|
Freddie Mac REMICS
|
|
|
$531,788
|
|
Ginnie Mae I Pool
|
|
|
13,061,706
|
|
Government National Mortgage Association
|
|
|
1,706,506
|
|
|
|
|
|
|
Total Market Value of Collateral Securities
|
|
|
$15,300,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Natixis Financial
Products, Inc. (0.030%)
|
|
|
|
Security
Description
|
|
Value
|
|
Federal Farm Credit Bank
|
|
|
$1,468,571
|
|
Federal Home Loan Banks
|
|
|
845,849
|
|
Federal National Mortgage Association
|
|
|
2,477,486
|
|
Ginnie Mae II Pool
|
|
|
14,137
|
|
Resolution Funding Corp Interest Strip
|
|
|
11,797
|
|
United States Treasury Note/Bond
|
|
|
282,166
|
|
|
|
|
|
|
Total Market Value of Collateral Securities
|
|
|
$5,100,006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nomura Securities
(0.100%)
|
|
|
|
Security
Description
|
|
Value
|
|
Fannie Mae Pool
|
|
|
$3,036,745
|
|
Freddie Mac Gold Pool
|
|
|
2,063,255
|
|
|
|
|
|
|
Total Market Value of Collateral Securities
|
|
|
$5,100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying
Notes to Financial Statements are an integral part of this
statement.
10 TRI-CONTINENTAL
CORPORATION 2011 SEMIANNUAL REPORT
Notes
to Portfolio of Investments (continued)
|
|
|
|
|
Pershing LLC
(0.120%)
|
|
|
|
Security
Description
|
|
Value
|
|
Fannie Mae Pool
|
|
|
$17,756
|
|
Fannie Mae REMICS
|
|
|
497,522
|
|
Fannie Mae Whole Loan
|
|
|
3,166
|
|
Freddie Mac Reference REMIC
|
|
|
47,620
|
|
Freddie Mac REMICS
|
|
|
1,271,636
|
|
Freddie Mac Strips
|
|
|
20,255
|
|
Government National Mortgage Association
|
|
|
182,045
|
|
|
|
|
|
|
Total Market Value of Collateral Securities
|
|
|
$2,040,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Royal Bank of
Canada (0.050%)
|
|
|
|
Security
Description
|
|
Value
|
|
Fannie Mae Pool
|
|
|
$5,026,389
|
|
Federal Home Loan Mortgage Corp
|
|
|
207
|
|
Freddie Mac Gold Pool
|
|
|
1,058,733
|
|
Freddie Mac Non Gold Pool
|
|
|
30,050
|
|
Freddie Mac REMICS
|
|
|
2,658,388
|
|
Ginnie Mae II Pool
|
|
|
21,707
|
|
|
|
|
|
|
Total Market Value of Collateral Securities
|
|
|
$8,795,474
|
|
|
|
|
|
|
The accompanying
Notes to Financial Statements are an integral part of this
statement.
TRI-CONTINENTAL
CORPORATION 2011 SEMIANNUAL
REPORT 11
Portfolio
of Investments
(continued)
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.
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
The accompanying
Notes to Financial Statements are an integral part of this
statement.
12 TRI-CONTINENTAL
CORPORATION 2011 SEMIANNUAL REPORT
Fair
Value Measurements (continued)
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 June 30, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value at
June 30, 2011
|
|
|
|
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
|
|
|
$123,900,183
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$123,900,183
|
|
Consumer Staples
|
|
|
120,240,774
|
|
|
|
|
|
|
|
|
|
|
|
120,240,774
|
|
Energy
|
|
|
145,975,924
|
|
|
|
|
|
|
|
|
|
|
|
145,975,924
|
|
Financials
|
|
|
169,075,031
|
|
|
|
|
|
|
|
|
|
|
|
169,075,031
|
|
Health Care
|
|
|
141,327,777
|
|
|
|
|
|
|
|
|
|
|
|
141,327,777
|
|
Industrials
|
|
|
128,377,006
|
|
|
|
|
|
|
|
|
|
|
|
128,377,006
|
|
Information Technology
|
|
|
207,705,186
|
|
|
|
|
|
|
|
|
|
|
|
207,705,186
|
|
Materials
|
|
|
43,806,461
|
|
|
|
|
|
|
|
|
|
|
|
43,806,461
|
|
Telecommunication Services
|
|
|
38,278,594
|
|
|
|
|
|
|
|
|
|
|
|
38,278,594
|
|
Utilities
|
|
|
38,456,210
|
|
|
|
|
|
|
|
|
|
|
|
38,456,210
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Equity Securities
|
|
|
1,157,143,146
|
|
|
|
|
|
|
|
|
|
|
|
1,157,143,146
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Limited Partnerships
|
|
|
|
|
|
|
|
|
|
|
1,925,172
|
|
|
|
1,925,172
|
|
Affiliated Money Market
Fund(c)
|
|
|
2,966,259
|
|
|
|
|
|
|
|
|
|
|
|
2,966,259
|
|
Investments of Cash Collateral Received for Securities on Loan
|
|
|
20,000,000
|
|
|
|
64,120,656
|
|
|
|
|
|
|
|
84,120,656
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Other
|
|
|
22,966,259
|
|
|
|
64,120,656
|
|
|
|
1,925,172
|
|
|
|
89,012,087
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in Securities
|
|
|
1,180,109,405
|
|
|
|
64,120,656
|
|
|
|
1,925,172
|
|
|
|
1,246,155,233
|
|
Derivatives(d)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Futures Contracts
|
|
|
78,022
|
|
|
|
|
|
|
|
|
|
|
|
78,022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
$1,180,187,427
|
|
|
|
$64,120,656
|
|
|
|
$1,925,172
|
|
|
|
$1,246,233,255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Certain Limited
Partnerships classified as Level 3 are valued using a market
approach. To determine fair value for these securities,
management considered various factors which may have included,
but were not limited to, trades of similar securities, estimated
earnings of the respective company and market multiples derived
from a set of comparable companies.
The accompanying
Notes to Financial Statements are an integral part of this
statement.
TRI-CONTINENTAL
CORPORATION 2011 SEMIANNUAL
REPORT 13
Portfolio
of Investments
(continued)
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 June 30, 2011.
|
|
(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, 2010
|
|
|
$2,019,088
|
|
Accrued discounts/premiums
|
|
|
|
|
Realized gain (loss)
|
|
|
|
|
Change in unrealized appreciation (depreciation)*
|
|
|
(93,916
|
)
|
Sales
|
|
|
|
|
Purchases
|
|
|
|
|
Transfers into Level 3
|
|
|
|
|
Transfers out of Level 3
|
|
|
|
|
|
|
|
|
|
Balance as of June 30, 2011
|
|
|
$1,925,172
|
|
|
|
|
|
|
|
|
|
*
|
|
Change
in unrealized appreciation (depreciation) relating to securities
held at June 30, 2011 was $(93,916).
|
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 (SEC) for the first and third
quarters of each fiscal year on
Form N-Q;
|
|
(ii)
|
|
The
Funds
Forms N-Q
are available on the SECs website at www.sec.gov;
|
|
(iii)
|
|
The
Funds
Forms N-Q
may be reviewed and copied at the SECs 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.
|
The accompanying
Notes to Financial Statements are an integral part of this
statement.
14 TRI-CONTINENTAL
CORPORATION 2011 SEMIANNUAL REPORT
Statement
of Assets and Liabilities
June 30,
2011 (Unaudited)
|
|
|
|
|
Assets
|
Investments, at value*
|
|
|
|
|
Unaffiliated issuers (identified cost $974,862,677)
|
|
$
|
1,159,068,318
|
|
Affiliated issuers (identified cost $2,966,259)
|
|
|
2,966,259
|
|
Investment of cash collateral received for securities on loan
|
|
|
|
|
Short-term securities (identified cost $43,497,642)
|
|
|
43,497,642
|
|
Repurchase agreements (identified cost $40,623,014)
|
|
|
40,623,014
|
|
|
|
|
|
|
Total investments (identified cost $1,061,949,592)
|
|
|
1,246,155,233
|
|
Receivable for:
|
|
|
|
|
Dividends
|
|
|
1,391,370
|
|
Interest
|
|
|
6,896
|
|
Variation margin on futures contracts
|
|
|
26,643
|
|
Equity-linked notes (Note 9)
|
|
|
5,614,177
|
|
Other assets
|
|
|
43,681
|
|
|
|
|
|
|
Total assets
|
|
|
1,253,238,000
|
|
|
|
|
|
|
Liabilities
|
Due upon return of securities on loan
|
|
|
84,120,656
|
|
Payable for:
|
|
|
|
|
Common Stock dividends
|
|
|
286,881
|
|
Preferred Stock dividends
|
|
|
470,463
|
|
Investment management fees
|
|
|
10,874
|
|
Stockholder servicing and transfer agent fees
|
|
|
3,063
|
|
Administration fees
|
|
|
1,737
|
|
Stockholders meeting fees
|
|
|
82,108
|
|
Other expenses
|
|
|
847,385
|
|
|
|
|
|
|
Total liabilities
|
|
|
85,823,167
|
|
|
|
|
|
|
Net assets
|
|
|
1,167,414,833
|
|
Preferred Stock
|
|
|
37,637,000
|
|
|
|
|
|
|
Net assets for Common Stock
|
|
$
|
1,129,777,833
|
|
|
|
|
|
|
Net asset value per share of outstanding Common Stock
|
|
$
|
17.24
|
|
|
|
|
|
|
Market price per share of outstanding Common Stock
|
|
$
|
14.93
|
|
|
|
|
|
|
*Value of securities on loan
|
|
$
|
83,346,679
|
|
|
|
|
|
|
The accompanying
Notes to Financial Statements are an integral part of this
statement.
TRI-CONTINENTAL
CORPORATION 2011 SEMIANNUAL
REPORT 15
Statement
of Capital Stock and Surplus
June 30,
2011 (Unaudited)
|
|
|
|
|
Capital
Stock
|
$2.50 Cumulative Preferred Stock, $50 par value, assets coverage
per share $1,551 Shares issued and outstanding
752,740
|
|
$
|
37,637,000
|
|
Common Stock, $0.50 par value:
|
|
|
|
|
Shares issued and outstanding 65,541,530
|
|
|
32,770,765
|
|
Surplus
|
Capital surplus
|
|
|
1,680,496,977
|
|
Undistributed net investment income
|
|
|
725,248
|
|
Accumulated net realized loss
|
|
|
(771,240,627
|
)
|
Unrealized appreciation (depreciation) on:
|
|
|
|
|
Investments unaffiliated issuers
|
|
|
184,205,641
|
|
Futures contracts
|
|
|
78,022
|
|
Receivables for equity-linked notes
|
|
|
2,741,807
|
|
|
|
|
|
|
Net assets
|
|
$
|
1,167,414,833
|
|
|
|
|
|
|
The accompanying
Notes to Financial Statements are an integral part of this
statement.
16 TRI-CONTINENTAL
CORPORATION 2011 SEMIANNUAL REPORT
Six
months ended June 30, 2011 (Unaudited)
|
|
|
|
|
Net investment
income
|
Income:
|
|
|
|
|
Dividends
|
|
$
|
12,461,812
|
|
Interest
|
|
|
1,200
|
|
Dividends from affiliates
|
|
|
4,115
|
|
Income from securities lending net
|
|
|
55,306
|
|
|
|
|
|
|
Total income
|
|
|
12,522,433
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
Investment management fees
|
|
|
2,018,735
|
|
Stockholder servicing and transfer agent fees
|
|
|
550,200
|
|
Administration fees
|
|
|
321,521
|
|
Compensation of board members
|
|
|
16,940
|
|
Stockholders meeting fees
|
|
|
168,847
|
|
Custodian fees
|
|
|
14,050
|
|
Printing and postage fees
|
|
|
844
|
|
Professional fees
|
|
|
69,935
|
|
Other
|
|
|
94,363
|
|
|
|
|
|
|
Total expenses
|
|
|
3,255,435
|
|
|
|
|
|
|
Net investment
income(a)
|
|
|
9,266,998
|
|
|
|
|
|
|
Realized and
unrealized gain (loss) net
|
Net realized gain (loss) on:
|
|
|
|
|
Investments
|
|
|
29,827,116
|
|
Futures contracts
|
|
|
(68,627
|
)
|
|
|
|
|
|
Net realized gain
|
|
|
29,758,489
|
|
Net change in unrealized appreciation (depreciation) on:
|
|
|
|
|
Investments
|
|
|
52,648,605
|
|
Futures contracts
|
|
|
55,281
|
|
Receivables for equity-linked notes (Note 9)
|
|
|
443,912
|
|
|
|
|
|
|
Net change in unrealized appreciation
|
|
|
53,147,798
|
|
|
|
|
|
|
Net realized and unrealized gain
|
|
|
82,906,287
|
|
|
|
|
|
|
Net increase in net assets resulting from operations
|
|
$
|
92,173,285
|
|
|
|
|
|
|
|
|
|
(a) |
|
Net
investment income for Common Stock is $8,326,073, which is net
of Preferred Stock dividends of $940,925.
|
The accompanying
Notes to Financial Statements are an integral part of this
statement.
TRI-CONTINENTAL
CORPORATION 2011 SEMIANNUAL
REPORT 17
Statement
of Changes in Net Assets
|
|
|
|
|
|
|
|
|
|
|
Six months
ended
|
|
|
Year ended
|
|
|
|
June 30,
2011
|
|
|
December 31,
2010
|
|
|
|
(Unaudited)
|
|
|
|
|
Operations
|
Net investment income
|
|
$
|
9,266,998
|
|
|
$
|
19,750,653
|
|
Net realized gain (loss)
|
|
|
29,758,489
|
|
|
|
(3,295,839
|
)
|
Net change in unrealized appreciation
|
|
|
53,147,798
|
|
|
|
146,205,387
|
|
|
|
|
|
|
|
|
|
|
Net increase in net assets resulting from operations
|
|
|
92,173,285
|
|
|
|
162,660,201
|
|
|
|
|
|
|
|
|
|
|
Distributions
to Stockholders:
|
Net investment income
|
|
|
|
|
|
|
|
|
Preferred Stock
|
|
|
(940,925
|
)
|
|
|
(1,881,850
|
)
|
Common Stock
|
|
|
(8,552,720
|
)
|
|
|
(16,746,859
|
)
|
|
|
|
|
|
|
|
|
|
Total distributions to Stockholders
|
|
|
(9,493,645
|
)
|
|
|
(18,628,709
|
)
|
|
|
|
|
|
|
|
|
|
Decrease in net assets from capital share transactions
|
|
|
(14,153,159
|
)
|
|
|
(29,123,790
|
)
|
|
|
|
|
|
|
|
|
|
Total increase in net assets
|
|
|
68,526,481
|
|
|
|
114,907,702
|
|
Net assets at beginning of period
|
|
|
1,098,888,352
|
|
|
|
983,980,650
|
|
|
|
|
|
|
|
|
|
|
Net assets at end of period
|
|
$
|
1,167,414,833
|
|
|
$
|
1,098,888,352
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months
ended
|
|
|
|
|
|
|
June 30, 2011
|
|
|
Year ended
|
|
|
|
(Unaudited)
|
|
|
December 31,
2010
|
|
|
|
Shares
|
|
|
Dollars
($)
|
|
|
Shares
|
|
|
Dollars
($)
|
|
Capital stock
activity
|
Common Stock issued at market price in distributions
|
|
|
202,054
|
|
|
|
2,902,904
|
|
|
|
478,107
|
|
|
|
5,944,014
|
|
Common Stock issued for investment plan purchases
|
|
|
49,458
|
|
|
|
713,212
|
|
|
|
279,377
|
|
|
|
3,551,435
|
|
Common Stock purchased from investment plan participants
|
|
|
(679,352
|
)
|
|
|
(9,835,566
|
)
|
|
|
(1,923,300
|
)
|
|
|
(23,540,799
|
)
|
Common Stock purchased in the open market
|
|
|
(540,009
|
)
|
|
|
(7,933,709
|
)
|
|
|
(1,232,037
|
)
|
|
|
(15,078,440
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net decrease
|
|
|
(967,849
|
)
|
|
|
(14,153,159
|
)
|
|
|
(2,397,853
|
)
|
|
|
(29,123,790
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying
Notes to Financial Statements are an integral part of this
statement.
18 TRI-CONTINENTAL
CORPORATION 2011 SEMIANNUAL REPORT
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.
The accompanying
Notes to Financial Statements are an integral part of this
statement.
TRI-CONTINENTAL
CORPORATION 2011 SEMIANNUAL
REPORT 19
Financial
Highlights
(continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ended
June 30,
|
|
|
Year ended
Dec. 31,
|
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share
data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, beginning of period
|
|
|
$15.96
|
|
|
|
$13.73
|
|
|
|
$11.29
|
|
|
|
$23.03
|
|
|
|
$25.66
|
|
|
|
$22.16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from investment operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
0.14
|
|
|
|
0.30
|
|
|
|
0.20
|
|
|
|
0.52
|
|
|
|
0.84
|
|
|
|
0.33
|
|
Net realized and unrealized gain (loss) on investments
|
|
|
1.28
|
|
|
|
2.28
|
|
|
|
2.42
|
|
|
|
(9.88
|
)
|
|
|
(1.01
|
)
|
|
|
3.47
|
|
Increase from payments by affiliate
|
|
|
|
|
|
|
|
|
|
|
0.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from investment operations
|
|
|
1.42
|
|
|
|
2.58
|
|
|
|
2.66
|
|
|
|
(9.36
|
)
|
|
|
(.17
|
)
|
|
|
3.80
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less distributions to Stockholders from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Stock
|
|
|
(0.01
|
)
|
|
|
(0.03
|
)
|
|
|
(0.03
|
)
|
|
|
(0.02
|
)
|
|
|
(0.02
|
)
|
|
|
(0.02
|
)
|
Common Stock
|
|
|
(0.13
|
)
|
|
|
(0.25
|
)
|
|
|
(0.17
|
)
|
|
|
(0.50
|
)
|
|
|
(0.87
|
)
|
|
|
(0.28
|
)
|
Net realized gains
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.39
|
)
|
|
|
(1.57
|
)
|
|
|
|
|
Tax return of capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
(0.02
|
)
|
|
|
(1.22
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions to Stockholders
|
|
|
(0.14
|
)
|
|
|
(0.28
|
)
|
|
|
(0.22
|
)
|
|
|
(2.13
|
)
|
|
|
(2.46
|
)
|
|
|
(0.30
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital stock transactions at market price
|
|
|
|
|
|
|
(0.07
|
)
|
|
|
|
|
|
|
(0.25
|
)(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of period
|
|
|
$17.24
|
|
|
|
$15.96
|
|
|
|
$13.73
|
|
|
|
$11.29
|
|
|
|
$23.03
|
|
|
|
$25.66
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net asset value, end of
period(b)
|
|
|
$17.18
|
|
|
|
$15.90
|
|
|
|
$13.69
|
|
|
|
$11.26
|
|
|
|
$22.98
|
|
|
|
$25.60
|
|
Market price, end of period
|
|
|
$14.93
|
|
|
|
$13.76
|
|
|
|
$11.52
|
|
|
|
$9.86
|
|
|
|
$20.90
|
|
|
|
$22.38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
return
|
Based upon net asset value
|
|
|
9.00%
|
|
|
|
18.58%
|
|
|
|
24.11%
|
(c)
|
|
|
(43.77%
|
)
|
|
|
(0.52%
|
)
|
|
|
17.38%
|
|
Based upon market price
|
|
|
9.49%
|
|
|
|
21.85%
|
|
|
|
19.24%
|
|
|
|
(45.89%
|
)
|
|
|
3.51%
|
|
|
|
22.10%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios to
average net
assets(d)
|
Expenses to average net assets for Common Stock
|
|
|
0.59%
|
(e)
|
|
|
0.60%
|
|
|
|
0.98%
|
|
|
|
0.73%
|
|
|
|
0.66%
|
|
|
|
0.80%
|
|
Net investment income to average net assets for Common Stock
|
|
|
1.51%
|
(e)
|
|
|
1.84%
|
|
|
|
1.46%
|
|
|
|
2.96%
|
|
|
|
3.22%
|
|
|
|
1.40%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
data
|
Net assets, end of period (000s):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
$1,129,778
|
|
|
|
$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
|
|
|
|
37,637
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net assets
|
|
|
$1,167,415
|
|
|
|
$1,098,888
|
|
|
|
$983,981
|
|
|
|
$931,536
|
|
|
|
$2,411,066
|
|
|
|
$2,694,846
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio turnover
|
|
|
24%
|
|
|
|
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.
|
(e) |
|
Annualized.
|
The accompanying
Notes to Financial Statements are an integral part of this
statement.
20 TRI-CONTINENTAL
CORPORATION 2011 SEMIANNUAL REPORT
Notes
to Financial Statements
June 30,
2011 (Unaudited)
Note 1.
Organization
Tri-Continental Corporation (the Fund) is a diversified fund.
The Fund is registered under the Investment Company Act of 1940,
as amended (the 1940 Act), as a 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). The issued and
outstanding Common Stock 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. 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 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.
Debt securities generally are valued by pricing services
approved by the Board of Directors (the Board) based upon market
transactions for normal, institutional-
TRI-CONTINENTAL
CORPORATION 2011 SEMIANNUAL
REPORT 21
Notes
to Financial Statements
(continued)
size trading units of similar securities. The services may use
various pricing techniques which take into account appropriate
factors such as yield, quality, coupon rate, maturity, type of
issue, trading characteristics and other data, as well as broker
quotes. Debt securities for which quotations are readily
available may also be valued based upon an over-the-counter or
exchange bid quotation.
Foreign securities are valued based on quotations from the
principal market in which such securities are normally traded.
If any foreign share prices are not readily available as a
result of limited share activity the securities are valued at
the mean of the latest quoted bid and asked prices on such
exchanges or markets. Foreign currency exchange rates are
generally determined at 4:00 p.m. Eastern (U.S.) time.
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.
Investments in open-end investment companies, including money
market funds, are valued at net asset value.
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.
Futures and options on futures contracts are valued based upon
the settlement price established each day by the board of trade
or exchange on which they are traded.
Investments for which market quotations are not readily
available, or that have quotations which management believes are
not reliable, are valued at fair value as determined in good
faith under consistently applied procedures established by and
under the general supervision of the Board. If a security or
class of securities
22 TRI-CONTINENTAL
CORPORATION 2011 SEMIANNUAL REPORT
(such as foreign securities) is valued at fair value, such value
is likely to be different from the last quoted market price for
the security. The determination of fair value often requires
significant judgment. To determine fair value, management may
use assumptions including but not limited to future cash flows
and estimated risk premiums. Multiple inputs from various
sources may be used to determine value.
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 agreement 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),
TRI-CONTINENTAL
CORPORATION 2011 SEMIANNUAL
REPORT 23
Notes
to Financial Statements
(continued)
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.
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 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; 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 derivative
instruments outstanding at the end of the period, if any.
24 TRI-CONTINENTAL
CORPORATION 2011 SEMIANNUAL REPORT
Fair
Values of Derivative Instruments at June 30, 2011
|
|
|
|
|
|
|
|
|
|
|
Asset
Derivatives
|
|
|
|
Risk
Exposure
|
|
Statement
of Assets and
|
|
|
|
|
|
Category
|
|
Liabilities
Location
|
|
Fair
Value
|
|
|
|
Equity contracts
|
|
Net assets unrealized appreciation on futures
contracts
|
|
$
|
78,022
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
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
Six Months Ended June 30, 2011
Amount
of Realized Gain (Loss) on Derivatives Recognized in
Income
|
|
|
|
|
|
|
Risk
Exposure Category
|
|
Future
Contracts
|
|
|
|
Equity contracts
|
|
$
|
(68,627
|
)
|
|
|
|
|
|
|
|
|
|
Change
in Unrealized Appreciation (Depreciation) on Derivatives
Recognized in Income
|
|
|
|
|
|
|
Risk
Exposure Category
|
|
Future
Contracts
|
|
|
|
Equity contracts
|
|
$
|
55,281
|
|
|
|
|
|
|
|
|
|
|
Volume
of Derivative Instruments for the Six Months Ended June 30,
2011
|
|
|
|
|
|
|
|
|
Contracts
Opened
|
|
|
|
Futures Contracts
|
|
|
93
|
|
|
|
|
|
|
|
|
|
|
Repurchase
Agreements
The Fund may engage in repurchase agreement transactions with
institutions that management has determined are creditworthy.
The Fund, through the custodian, receives delivery of the
underlying securities collateralizing a repurchase agreement.
Management 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.
TRI-CONTINENTAL
CORPORATION 2011 SEMIANNUAL
REPORT 25
Notes
to Financial Statements
(continued)
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 net of any
non-reclaimable tax withholdings, on the ex-dividend date or
upon receipt of ex-dividend notification in the case of certain
foreign securities.
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, if any, 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 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 for 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 and, in some
cases, by contract, its officers and directors are indemnified
against certain liabilities arising out of the
26 TRI-CONTINENTAL
CORPORATION 2011 SEMIANNUAL REPORT
performance of their duties to the Fund. In addition, certain of
the Funds contracts with its service 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 (IMSA),
Columbia Management Investment Advisers, LLC (the Investment
Manager), a wholly-owned subsidiary of Ameriprise Financial,
Inc. (Ameriprise Financial), 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 Investment
Manager serves as the Fund Administrator. 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 six months
ended June 30, 2011 was 0.06% of the Funds average
daily net assets.
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 six
months ended June 30, 2011, there were no expenses incurred
for these particular items.
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.
TRI-CONTINENTAL
CORPORATION 2011 SEMIANNUAL
REPORT 27
Notes
to Financial Statements
(continued)
Stockholder
Servicing Fees
Under a Stockholder Service Agent Agreement, Columbia Management
Investment Services Corp. (the Stockholder Servicing Agent), an
affiliate of the Investment Manager and a wholly-owned
subsidiary of Ameriprise Financial, maintains
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),
the former transfer agent, including the payment of rent by SDC
(the Guaranty). The lease and the Guaranty expire in
January 2019. At June 30, 2011, the Funds total
potential future obligation over the life of the Guaranty is
$1,003,224. The liability remaining at June 30, 2011 for
non-recurring charges associated with the lease amounted to
$659,609 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 June 30, 2011 is
included in other assets in the Statement of Assets and
Liabilities at a cost of $43,681.
Note 4.
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.
At June 30, 2011, the cost of investments for federal
income tax purposes was approximately $1,061,950,000 and the
approximate unrealized appreciation and depreciation based on
that cost was:
|
|
|
|
|
Unrealized appreciation
|
|
$
|
199,907,000
|
|
Unrealized depreciation
|
|
|
(15,702,000
|
)
|
|
|
|
|
|
Net unrealized appreciation
|
|
$
|
184,205,000
|
|
|
|
|
|
|
28 TRI-CONTINENTAL
CORPORATION 2011 SEMIANNUAL REPORT
The following capital loss carryforward, determined as of
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
|
|
|
|
|
|
|
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. 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). Generally,
the Funds federal tax returns for the prior three fiscal
years remain subject to examination by the Internal Revenue
Service.
Note 5.
Portfolio Information
The cost of purchases and proceeds from sales of securities,
excluding short-term obligations, aggregated to $273,522,937 and
$287,977,715, respectively, for the six months ended
June 30, 2011.
Note 6.
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 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 49,458 shares were
issued to Plan participants during the period for proceeds of
$713,212, a weighted average discount of 13.9% from the net
asset value of
TRI-CONTINENTAL
CORPORATION 2011 SEMIANNUAL
REPORT 29
Notes
to Financial Statements
(continued)
those shares. In addition, a total of 202,054 shares were
issued at market price in distributions during the period for
proceeds of $2,902,904, a weighted average discount of 13.5%
from the net asset value of those shares.
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 six months ended June 30, 2011, the Fund purchased
540,009 shares of its Common Stock in the open market at an
aggregate cost of $7,933,709, which represented a weighted
average discount of 13.8% from the net asset value of those
acquired shares. For the six months ended June 30, 2011,
the Fund purchased 679,352 shares of Common Stock from Plan
participants at a cost of $9,835,566, which represented a
weighted average discount of 13.8% 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 outstanding, increase the NAV of
the Funds outstanding shares, reduce the dilutive impact
on stockholders who do not take capital gain distributions in
additional shares and increase the liquidity of the Funds
Common Stock in the marketplace.
30 TRI-CONTINENTAL
CORPORATION 2011 SEMIANNUAL REPORT
Warrants
At June 30, 2011, 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 exercise of all Warrants outstanding at
June 30, 2011, net assets would have increased by $213,516
and the net asset value of the Common Stock would have been
$17.18 per share. The number of Warrants exercised during the
six months ended June 30, 2011 was 0.
Note 7.
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 June 30, 2011, securities valued at
$83,346,679 were on loan, secured by cash collateral of
$84,120,656 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
TRI-CONTINENTAL
CORPORATION 2011 SEMIANNUAL
REPORT 31
Notes
to Financial Statements
(continued)
services provided and any other securities lending expenses. Net
income earned from securities lending for the six months ended
June 30, 2011 is disclosed in the Statement of Operations.
The Fund continues to earn and accrue interest and dividends on
the securities loaned.
Note 8.
Affiliated Money Market Fund
The Fund may invest its daily cash balances in Columbia
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 9.
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 a change in unrealized appreciation or depreciation in the
Statement of Operations. At June 30, 2011, the value of the
receivable balances were $5.6 million, which represented
0.48% of the Funds net assets.
Note 10.
Significant Risks
Large-Capitalization
Risk
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 the stocks may decline and the Funds
performance may be negatively affected.
32 TRI-CONTINENTAL
CORPORATION 2011 SEMIANNUAL REPORT
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 mutual funds (branded as Columbia or RiverSource) 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 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 response to the
plaintiffs opening appellate brief filed on March 18,
2011, the defendants filed a response brief on May 4, 2011
with the Eighth Circuit. The plaintiffs filed a reply brief on
May 26, 2011.
TRI-CONTINENTAL
CORPORATION 2011 SEMIANNUAL
REPORT 33
Notes
to Financial Statements
(continued)
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 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 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.
34 TRI-CONTINENTAL
CORPORATION 2011 SEMIANNUAL REPORT
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 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.
Approval
of Investment Management Services
Columbia Management Investment Advisers, LLC (Columbia
Management or the investment manager), a
wholly-owned subsidiary of Ameriprise Financial, Inc.
(Ameriprise Financial), serves as the investment
manager to Tri-Continental Corporation (the
Corporation). Under an investment management
services agreement (the IMS Agreement), Columbia
Management provides investment advice and other services to the
Corporation and all funds distributed by Columbia Management
Investment Distributors, Inc. (each, a Fund, and
collectively, the Funds).
On an annual basis, the Corporations Board of Directors
(the Board), including the independent Board members
(the Independent Directors), considers renewal of
the IMS Agreement. Columbia Management prepared detailed reports
for the Board and its Contracts Committee in March and
April 2011, including reports based on analyses of data
provided by independent organizations and a comprehensive
response to each item of information requested by independent
legal counsel to the Independent Directors (Independent
Legal Counsel) in a letter to the investment manager, to
assist the Board in making this determination. All of the
materials presented in March and April were first supplied in
draft form to designated representatives of the Independent
Directors, i.e., Independent Legal Counsel, the
Boards Chair and the Chair of the Contracts Committee, and
the final materials were revised to reflect comments provided by
these Board representatives. In addition, throughout the year,
the Board (or its committees) regularly meets with portfolio
management teams and reviews information prepared by Columbia
Management addressing the services Columbia Management provides
and Fund performance. The Board accords particular weight to the
work, deliberations and conclusions
TRI-CONTINENTAL
CORPORATION 2011 SEMIANNUAL
REPORT 35
Approval
of Investment Management Services
Agreement
(continued)
of the Contracts Committee, the Investment Review Committee and
the Compliance Committee in determining whether to continue the
IMS Agreement.
At the
April 12-14,
2011 in-person Board meeting, Independent Legal Counsel reviewed
with the Independent Directors various factors relevant to the
Boards consideration of advisory agreements and the
Boards legal responsibilities related to such
consideration. Following an analysis and discussion of the
factors identified below, the Board, including all of the
Independent Directors, approved renewal of the IMS Agreement.
Nature, Extent and Quality of Services Provided by Columbia
Management: The Independent Directors analyzed various
reports and presentations they had received detailing the
services performed by Columbia Management, as well as its
expertise, resources and capabilities. The Independent Directors
specifically considered many developments during the past year
concerning the services provided by Columbia Management,
including, in particular, the continued investment in, and
resources dedicated to, the Corporations operations, most
notably, the close of the acquisition by Ameriprise Financial of
the long-term asset management business of Columbia Management
Group, LLC (the Columbia Transaction) and the
successful execution of various integration and other business
initiatives in 2010, including, implementation of complex-wide
rationalized fee structures and the rebranding of the retail
fund complex. The Independent Directors noted the information
they received concerning Columbia Managements ability to
retain key personnel in certain targeted areas and its
expectations in this regard. In that connection, the Independent
Directors took into account their meetings with Columbia
Managements new Chief Investment Officer and considered
the additional risk and portfolio management oversight now
applied to the Funds as a result. The Independent Directors also
assessed the adequacy of the current level and quality of
Columbia Managements technological resources and
considered managements commitments to enhance existing
resources in this area.
Moreover, in connection with the Boards evaluation of the
overall package of services provided by Columbia Management, the
Board considered the quality of administrative services provided
to the Corporation by Columbia Management and the services of
Columbia Managements affiliate, Columbia Management
Investment Services Corp., as the Corporations stockholder
service agent. The Board also reviewed the financial condition
of Columbia Management (and its affiliates) and each
entitys ability to carry out its responsibilities under
the IMS Agreement. In addition, the Board discussed the
acceptability of the terms of the IMS Agreement (including the
relatively broad scope of services required to be
36 TRI-CONTINENTAL
CORPORATION 2011 SEMIANNUAL REPORT
performed by Columbia Management). The Board concluded that the
services being performed under the IMS Agreement were of a
reasonably high quality.
Based on the foregoing, and based on other information received
(both oral and written, including the information on investment
performance referenced below) and other considerations, the
Board concluded that Columbia Management and its affiliates were
in a position to continue to provide a high quality and level of
services to the Corporation.
Investment Performance: For purposes of
evaluating the nature, extent and quality of services provided
under the IMS Agreement, the Board carefully reviewed the
investment performance of the Corporation. In this regard, the
Board considered detailed reports providing the results of
analyses performed by an independent organization showing, for
various periods, the performance of the Corporation, the
performance of a benchmark index, the percentage ranking of the
Corporation among its comparison group and the net assets of the
Corporation. The Independent Directors observed that the
Corporation outperformed its benchmark and finished the year in
the second quartile of its peer group. The Independent Directors
determined that the Corporations investment performance
met expectations.
Comparative Fees, Costs of Services Provided and the Profits
Realized By Columbia Management and its Affiliates from their
Relationships with the Corporation: The Board reviewed
comparative fees and the costs of services provided under the
IMS Agreement. The Board members considered detailed comparative
information set forth in an annual report on fees and expenses,
including, among other things, data (based on analyses conducted
by an independent organization) showing a comparison of the
Corporations expenses with median expenses paid by funds
in its peer group, as well as data showing the
Corporations contribution to Columbia Managements
profitability.
The Board accorded particular weight to the notion that the
level of fees should reflect a rational pricing model applied
consistently across the various product lines in the fund
family, while assuring that the overall fees for each fund (with
few defined exceptions) are generally in line with the
pricing philosophy (i.e., that the total
expense ratio of the Funds are at, or below, the median expense
ratio of funds in the same comparison group). The Board reviewed
information they received with respect to the Corporation
demonstrating that its expense ratio was below its peer group
median expense ratio and that its combined investment management
and administration fee rate ranked in the top quintile of its
peer group. Based on its review, the Board concluded that the
Corporations
TRI-CONTINENTAL
CORPORATION 2011 SEMIANNUAL
REPORT 37
Approval
of Investment Management Services
Agreement
(continued)
management fee was fair and reasonable in light of the extent
and quality of services that the Corporation receives.
The Board also considered the profitability of Columbia
Management and its affiliates in connection with Columbia
Management providing investment management services to the
Corporation. In this regard, the Board referred to a detailed
profitability report, discussing the profitability to Columbia
Management and Ameriprise Financial from managing, operating and
distributing the Funds, including information depicting, to the
extent reasonably practicable, the expected impact of the
Columbia Transaction and the integration initiatives on
profitability. In this regard, the Board observed that 2010
profitability was generally in line with the reported
profitability of other asset management firms. The Board also
considered the indirect economic benefits flowing to Columbia
Management or its affiliates in connection with managing or
distributing the Funds, such as the enhanced ability to offer
various other financial products to Ameriprise Financial
customers, soft dollar benefits and overall reputational
advantages. The Board noted that the fees paid by the
Corporation should permit the investment manager to offer
competitive compensation to its personnel, make necessary
investments in its business and earn an appropriate profit. The
Board concluded that profitability levels were reasonable.
Economies of Scale to be Realized: The Board
noted that the management fee schedule does not contain
breakpoints that reduce the fee rate on assets above specified
levels. However, due to the Corporations closed-end
structure, the Board did not view the potential for realization
of economies of scale as the Corporations assets grow to
be a material factor in its deliberations.
Based on the foregoing, the Board, including all of the
Independent Directors, concluded that the investment management
service fees were fair and reasonable in light of the extent and
quality of services provided. In reaching this conclusion, no
single factor was determinative. On April 14, 2011, the
Board, including all of the Independent Directors, approved the
renewal of the IMS Agreement for an additional annual period.
Results
of Meeting of Stockholders
Proxy
Results
The 81st
Annual Meeting of Stockholders of the Fund was held on
May 3, 2011 (adjourned from April 14, 2011).
Stockholders voted in favor of each of the Boards three
proposals. The description of each proposal and number of shares
voted are as follows:
38 TRI-CONTINENTAL
CORPORATION 2011 SEMIANNUAL REPORT
Proposal 1
To elect three Directors to the Funds Board, each to hold
office until the 2014 annual meeting of Stockholders and all
until their successors are elected and qualify:
|
|
|
|
|
|
|
|
|
Director
|
|
For
|
|
|
Withheld
|
|
Patricia M. Flynn
|
|
|
47,603,940
|
|
|
|
4,108,584
|
|
Catherine James Paglia
|
|
|
47,410,692
|
|
|
|
4,301,832
|
|
Stephen R. Lewis, Jr.
|
|
|
47,406,727
|
|
|
|
4,305,796
|
|
|
|
|
|
|
|
|
|
|
Proposal 2
To ratify the selection of Ernst & Young LLP as the
Funds independent registered public accounting firm for
2011:
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
|
Abstaining
|
|
48,537,797
|
|
|
1,753,676
|
|
|
|
1,421,051
|
|
|
|
|
|
|
|
|
|
|
Proposal 3
To change the Funds fundamental investment policy
regarding securities lending:
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
|
Abstaining
|
|
33,961,750
|
|
|
6,392,772
|
|
|
|
1,905,455
|
|
|
|
|
|
|
|
|
|
|
TRI-CONTINENTAL
CORPORATION 2011 SEMIANNUAL
REPORT 39
Tri-Continental
Corporation
P.O.
Box 8081
Boston,
MA 02255-8081
columbiamanagement.com
|
|
|
|
|
|
|
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-9948 D (8/11)
|
|
|
|
Item 2. |
|
Code of Ethics. Not applicable for semi-annual reports. |
|
|
|
Item 3. |
|
Audit Committee Financial Expert. Not applicable for semi-annual reports. |
|
|
|
Item 4. |
|
Principal Accountant Fees and Services. Not applicable for semi-annual reports. |
|
|
|
Item 5. |
|
Audit Committee of Listed Registrants. Not applicable. |
(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. Not applicable. |
|
|
|
Item 8. |
|
Portfolio Managers of Closed-End Management Investment Companies. Not applicable. |
|
|
|
Item 9. |
|
Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. |
|
|
|
Fund:
|
|
Tri-Continental |
Period:
|
|
June 30, 2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number of Shares |
|
|
|
|
Total Number of |
|
|
|
|
|
Purchased as Part of Publicly |
|
Maximum Number of Shares |
|
|
Shares |
|
Average Price |
|
Announced Plans or |
|
that May Yet Be Purchased |
Period |
|
Purchased |
|
Paid Per Share |
|
Programs(1) |
|
Under the Plans or Programs(1) |
01-01-11 to 01-31-11 |
|
|
103,738 |
|
|
$ |
14.01 |
|
|
|
103,738 |
|
|
|
3,221,731 |
|
02-01-11 to 02-28-11 |
|
|
285,830 |
|
|
|
14.47 |
|
|
|
285,830 |
|
|
|
2,935,901 |
|
03-01-11 to 03-31-11 |
|
|
191,894 |
|
|
|
14.37 |
|
|
|
191,894 |
|
|
|
2,744,007 |
|
04-01-11 to 04-30-11 |
|
|
253,137 |
|
|
|
14.72 |
|
|
|
253,137 |
|
|
|
2,490,870 |
|
05-01-11 to 05-31-11 |
|
|
224,952 |
|
|
|
14.95 |
|
|
|
224,952 |
|
|
|
2,265,918 |
|
06-01-11 to 06-30-11 |
|
|
159,810 |
|
|
|
14.62 |
|
|
|
159,810 |
|
|
|
2,106,108 |
|
|
|
|
(1) |
|
The registrant has a stock repurchase program. For 2011, 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 procedure 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 the 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. |
(a)(1) Code of ethics required to be disclosed under Item 2 of Form N-CSR: Not applicable for semi
annual reports.
(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 Exhibit 99.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.
(Registrant) Tri-Continental Corporation
|
|
|
|
|
By
|
|
/s/ J. Kevin Connaughton
J. Kevin Connaughton
|
|
|
|
|
President and Principal Executive Officer |
|
|
Date August 19, 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.
|
|
|
|
|
By
|
|
/s/ J. Kevin Connaughton
J. Kevin Connaughton
|
|
|
|
|
President and Principal Executive Officer |
|
|
Date August 19, 2011
|
|
|
|
|
By
|
|
/s/ Michael G. Clarke
Michael G. Clarke
|
|
|
|
|
Treasurer and Principal Financial Officer |
|
|
Date August 19, 2011