For the nine months ended September 30, 2010, | date, with General American posting marginally bet- | ||
the net asset value per Common Share | ter results than the averages. Recent economic | ||
increased 4.8%, while the investment return to | reports, which reflect continuing modest growth, and | ||
our stockholders increased by 3.9%. By comparison, | suggest that a double-dip recession is unlikely, may | ||
our benchmark, the Standard & Poors 500 Stock | well have contributed to the rally. | ||
Index (including income) increased 3.9%. For the | |||
twelve months ended September 30, 2010, the return | While equity valuations do not appear to be exces- | ||
on the net asset value per Common Share increased | sive, uncertainty and risk are present in abundance. | ||
by 8.4%, and the return to our stockholders increased | Over time, the imperative to grow the economy more | ||
by 4.0%; these compare with an increase of 10.2% for | rapidly, and thus reduce unemployment and stimulate | ||
the S&P 500. During both periods, the discount at | housing, via extraordinarily low interest rates and | ||
which our shares traded continued to fluctuate and on | deficit spending may be inconsistent with currency | ||
September 30, 2010, it was 15.4%. | stability and constrained inflation. | ||
As detailed in the accompanying financial statements | Our portfolio is structured to capture the greater | ||
(unaudited), as of September 30, 2010, the net assets | growth anticipated in offshore markets and to afford | ||
applicable to the Companys Common Stock were | some protection against inflation and dollar weak- | ||
$870,887,262 equal to $28.81 per Common Share. | ness, while returning cash to shareholders in the form | ||
of dividends and buybacks. | |||
The increase in net assets resulting from operations | |||
for the nine months ended September 30, 2010 was | Information about the Company, including our | ||
$35,100,739. During this period, the net realized | investment objectives, operating policies and | ||
gain on investments sold was $5,496,558, and the | procedures, investment results, record of dividend | ||
increase in net unrealized appreciation was | and distribution payments, financial reports and press | ||
$34,018,225. Net investment income for the | releases, is on our website and has been updated | ||
nine months was $4,069,938, and distributions to | through September 30, 2010. It can be accessed on | ||
Preferred Stockholders amounted to $8,483,982. | the internet at www.generalamericaninvestors.com. | ||
During the nine months, 1,192,429 shares of the | By Order of the Board of Directors, | ||
Companys Common Stock were repurchased for | GENERAL AMERICAN INVESTORS COMPANY, INC. | ||
$28,643,454 at an average discount from net asset | |||
value of 14.5%. | Spencer Davidson | ||
Chairman of the Board | |||
Owing to the best September in fifty years, equity | President and Chief Executive Officer | ||
markets have edged into the black for the year-to- | |||
October 13, 2010 |
Value | |||
Shares | COMMON STOCKS | (note 1a) | |
AEROSPACE/DEFENSE (2.7%) | |||
325,000 | United Technologies Corporation | (Cost $22,957,205) | $23,149,750 |
BUILDING AND REAL ESTATE (1.9%) | |||
1,946,880 | CEMEX, S.A. de C.V. ADR* (a) | (Cost $23,385,068) | 16,548,480 |
COMMUNICATIONS AND INFORMATION SERVICES (6.2%) | |||
960,000 | Cisco Systems, Inc. (a) | 21,024,000 | |
78,000 | Leap Wireless International, Inc. (a) | 963,300 | |
700,000 | QUALCOMM Incorporated | 31,592,750 | |
(Cost $41,318,834) | 53,580,050 | ||
COMPUTER SOFTWARE AND SYSTEMS (7.9%) | |||
1,290,000 | Dell Inc. (a) | 16,731,300 | |
570,000 | Microsoft Corporation | 13,959,300 | |
168,100 | NetEase.com, Inc. (a) | 6,629,864 | |
55,000 | Nintendo Co., Ltd. | 13,735,185 | |
450,000 | Teradata Corporation (a) | 17,352,000 | |
(Cost $72,782,465) | 68,407,649 | ||
CONSUMER PRODUCTS AND SERVICES (12.4%) | |||
350,000 | Diageo plc ADR* | 24,153,500 | |
466,100 | Hewitt Associates, Inc. Class A (a) | 23,505,423 | |
450,000 | Nestle S.A. | 24,115,338 | |
300,000 | PepsiCo, Inc. | 19,932,000 | |
550,000 | Unilever N.V. | 16,403,519 | |
(Cost $78,729,564) | 108,109,780 | ||
ENVIRONMENTAL CONTROL (INCLUDING SERVICES) (5.9%) | |||
949,000 | Republic Services, Inc. | 28,935,010 | |
630,000 | Waste Management, Inc. | 22,516,200 | |
(Cost $38,960,134) | 51,451,210 | ||
FINANCE AND INSURANCE (24.2%) | |||
BANKING (4.0%) | |||
500,000 | Bond Street Holdings LLC (a) (b) | 10,000,000 | |
425,000 | JPMorgan Chase & Co. (a) | 16,175,500 | |
110,000 | M&T Bank Corporation | 8,999,100 | |
(Cost $27,690,799) | 35,174,600 | ||
INSURANCE (13.0%) | |||
315,000 | Arch Capital Group Ltd. (a) | 26,397,000 | |
250,000 | Everest Re Group, Ltd. | 21,617,500 | |
700,000 | Fidelity National Financial, Inc. | 10,997,000 | |
37,500 | Forethought Financial Group, Inc. Class A with Warrants (a)(c) | 7,500,000 | |
280,000 | MetLife, Inc. | 10,766,000 | |
265,000 | PartnerRe Ltd. | 21,247,700 | |
83,000 | Transatlantic Holdings, Inc. | 4,218,060 | |
200,000 | The Travelers Companies, Inc. | 10,420,000 | |
(Cost $56,850,449) | 113,163,260 | ||
OTHER (7.2%) | |||
325,000 | American Express Company | 13,659,750 | |
110 | Berkshire Hathaway Inc. Class A (a) | 13,695,000 | |
1,666,667 | Epoch Holding Corporation | 21,466,671 | |
603,500 | Nelnet, Inc. | 13,808,080 | |
(Cost $29,554,593) | 62,629,501 | ||
(Cost $114,095,841) | 210,967,361 |
Value | |||
Shares | COMMON STOCKS (continued) | (note 1a) | |
HEALTH CARE / PHARMACEUTICALS (6.7%) | |||
382,100 | Cephalon, Inc. (a) | $23,858,324 | |
529,900 | Cytokinetics, Incorporated (a) | 1,398,936 | |
564,500 | Gilead Sciences, Inc. (a) | 20,101,845 | |
755,808 | Pfizer Inc. | 12,977,223 | |
195,344 | Poniard Pharmaceuticals, Inc. (a) | 113,300 | |
(Cost $61,142,880) | 58,449,628 | ||
MACHINERY AND EQUIPMENT (4.3%) | |||
1,200,000 | ABB Ltd. ADR* | 25,344,000 | |
1,000,000 | The Manitowoc Company, Inc. | 12,110,000 | |
(Cost $24,525,812) | 37,454,000 | ||
METALS (1.9%) | |||
264,200 | Alpha Natural Resources, Inc. (a) | 10,871,830 | |
150,000 | Nucor Corporation | 5,730,000 | |
(Cost $20,312,019) | 16,601,830 | ||
MISCELLANEOUS (5.2%) | |||
Other (d) | (Cost $42,508,572) | 45,695,400 | |
OIL AND NATURAL GAS (INCLUDING SERVICES) (11.6%) | |||
296,478 | Apache Corporation | 28,983,689 | |
130,062 | Devon Energy Corporation | 8,420,214 | |
800,000 | Halliburton Company | 26,456,000 | |
2,150,000 | Weatherford International Ltd. (a) | 36,765,000 | |
(Cost $66,813,403) | 100,624,903 | ||
RETAIL TRADE (17.2%) | |||
575,000 | Costco Wholesale Corporation | 37,081,750 | |
400,000 | J.C. Penney Company, Inc. | 10,872,000 | |
1,632,400 | The TJX Companies, Inc. | 72,854,012 | |
550,000 | Wal-Mart Stores, Inc. | 29,436,000 | |
(Cost $61,504,566) | 150,243,762 | ||
SEMICONDUCTORS (2.4%) | |||
700,000 | ASML Holding N.V. | (Cost $17,340,380) | 20,811,000 |
TECHNOLOGY (3.5%) | |||
750,000 | International Game Technology | 10,837,500 | |
1,900,000 | Xerox Corporation | 19,665,000 | |
(Cost $34,368,474) | 30,502,500 | ||
TRANSPORTATION (0.9%) | |||
236,100 | Alexander & Baldwin, Inc. | (Cost $11,005,032) | 8,225,724 |
TOTAL COMMON STOCKS (114.9%) | (Cost $731,750,249) | 1,000,823,027 | |
Warrants | WARRANT | ||
BANKING (0.2%) | |||
175,000 | JPMorgan Chase & Co. | ||
Expires 10/28/2018 (a) | (Cost $2,234,226) | 2,042,250 | |
Principal Amount | CORPORATE DEBT (e) | ||
CONSUMER PRODUCTS AND SERVICES (1.2%) | |||
$9,600,000 | Smithfield Foods, Inc. | ||
7.75% due 5/15/2013 | (Cost $8,058,690) | 9,947,520 | |
TECHNOLOGY (1.1%) | |||
$10,000,000 | VeriFone Holdings, Inc. | ||
1.375% due 6/15/2012 | (Cost $6,856,450) | 9,912,500 | |
TOTAL CORPORATE DEBT (2.3%) | (Cost $14,915,140) | 19,860,020 |
Value | |||
Shares | SHORT-TERM SECURITY AND OTHER ASSETS | (note 1a) | |
38,457,588 | SSgA Prime Money Market Fund (4.4%) | (Cost $38,457,588) | $38,457,588 |
TOTAL INVESTMENTS (f) (121.8%) | (Cost $787,357,203) | 1,061,182,885 | |
Liabilities in excess of cash, receivables and other assets (0.0%) | (178,448) | ||
PREFERRED STOCK (-21.8%) | (190,117,175) | ||
NET ASSETS APPLICABLE TO COMMON STOCK (100%) | $870,887,262 |
* ADR - American Depository Receipt |
(a) Non-income producing security. |
(b) Level 3 fair value measurement, restricted security acquired 11/4/09, aggregate cost $10,000,000, unit cost and fair value is $20 per share, note 2. Fair |
value is based upon dated bid and transaction prices provided via the NASDAQ OMX Group, Inc. PORTAL Alliance trading and transfer system for pri- |
vately placed equity securities traded in the over-the-counter market among qualified investors and an evaluation of book value per share. |
(c) Level 3 fair value measurement, restricted security acquired 11/3/09, aggregate cost $7,500,000, unit cost and fair value is $200 per share, note 2. Fair |
valuation is based upon a market approach using valuation metrics (market price-earnings and market price-book value multiples), and changes therein, |
relative to a peer group of companies established by the underwriters. |
(d) Securities which have been held for less than one year, not previously disclosed, and not restricted. |
(e) Level 2 fair value measurement, note 2. Fair value is based upon the most current bid price provided by independent dealers. |
(f) At September 30, 2010: the cost of investments for Federal income tax purposes was the same as the cost for financial reporting purposes, aggregate |
gross unrealized appreciation was $319,264,530, aggregate gross unrealized depreciation was $45,438,848, and net unrealized appreciation was |
$273,825,682. |
(see notes to financial statements)
SHARES | SHARES | ||
INCREASES | AMOUNT TRANSACTED | AMOUNT HELD | |
NEW POSITION | |||
Unilever N.V. | 550,000 | 550,000 | |
ADDITIONS | |||
Apache Corporation | 1,000 | 296,478 | |
Gilead Sciences, Inc. | 20,000 | 564,500 | |
JPMorgan Chase & Co. | 50,000 | 425,000 | |
JPMorgan Chase & Co., Warrants expiring 10/28/2018 | 20,000 | 175,000 | |
The Manitowoc Company, Inc. | 391,802 | 1,000,000 (b) | |
DECREASES | |||
ELIMINATIONS | |||
Heineken N.V. | 300,000 | | |
Textron Inc. | 215,000 | | |
REDUCTIONS | |||
Everest Re Group, Ltd. | 10,000 | 250,000 | |
Fidelity National Financial, Inc. | 50,000 | 700,000 | |
M&T Bank Corporation | 5,000 | 110,000 | |
Nelnet, Inc. | 14,000 | 603,500 | |
PartnerRe Ltd. | 10,000 | 265,000 | |
(a) | Common shares unless otherwise noted; excludes transactions in Common Stocks - Miscellaneous - Other. | ||
(b) | Shares purchased in prior period and previously carried under Common Stocks - Miscellaneous - Other. |
The diversification of the Companys net assets applicable to its Common Stock by industry group as of September 30, 2010 is shown in the following | ||||||
table. | ||||||
INDUSTRY CATEGORY | COST(000) | VALUE(000) | PERCENT COMMON NET ASSETS* | |||
Finance and Insurance | ||||||
Banking | $29,925 | $37,217 | 4.2% | |||
Insurance | 56,850 | 113,163 | 13.0 | |||
Other | 29,555 | 62,629 | 7.2 | |||
116,330 | 213,009 | 24.4 | ||||
Retail Trade | 61,505 | 150,244 | 17.2 | |||
Consumer Products and Services | 86,788 | 118,057 | 13.6 | |||
Oil and Natural Gas (Including Services) | 66,814 | 100,625 | 11.6 | |||
Computer Software and Systems | 72,782 | 68,408 | 7.9 | |||
Health Care/Pharmaceuticals | 61,143 | 58,450 | 6.7 | |||
Communications and Information Services | 41,319 | 53,580 | 6.2 | |||
Environmental Control (Including Services) | 38,960 | 51,451 | 5.9 | |||
Miscellaneous** | 42,509 | 45,695 | 5.2 | |||
Technology | 41,225 | 40,415 | 4.6 | |||
Machinery and Equipment | 24,526 | 37,454 | 4.3 | |||
Aerospace/Defense | 22,957 | 23,150 | 2.7 | |||
Semiconductors | 17,340 | 20,811 | 2.4 | |||
Metals | 20,312 | 16,602 | 1.9 | |||
Building and Real Estate | 23,385 | 16,548 | 1.9 | |||
Transportation | 11,005 | 8,226 | 0.9 | |||
748,900 | 1,022,725 | 117.4 | ||||
Short-Term Securities | 38,457 | 38,457 | 4.4 | |||
Total Investments | $787,357 | 1,061,182 | 121.8 | |||
Other Assets and Liabilities - Net | (178) | (0.0) | ||||
Preferred Stock | (190,117) | (21.8) | ||||
Net Assets Applicable to Common Stock | $870,887 | 100.0% | ||||
* Net Assets applicable to the Companys Common Stock. | ||||||
** Securities which have been held for less than one year, not previously disclosed, and not restricted. |
(see notes to financial statements)
ASSETS | |||
INVESTMENTS, AT VALUE (NOTE 1a) | |||
Common stocks (cost $731,750,249) | $1,000,823,027 | ||
Warrant (cost $2,234,226) | 2,042,250 | ||
Corporate debt (cost $14,915,140) | 19,860,020 | ||
Money market fund (cost $38,457,588) | 38,457,588 | ||
Total investments (cost $787,357,203) | 1,061,182,885 | ||
RECEIVABLES AND OTHER ASSETS | |||
Receivable for securities sold | $3,488,930 | ||
Dividends, interest and other receivables | 1,480,036 | ||
Qualified pension plan asset, net excess funded (note 7) | 3,907,647 | ||
Prepaid expenses and other assets | 2,602,755 | 11,479,368 | |
TOTAL ASSETS | 1,072,662,253 | ||
LIABILITIES | |||
Payable for securities purchased | 1,336,093 | ||
Accrued preferred stock dividend not yet declared | 219,958 | ||
Accrued supplemental pension plan liability (note 7) | 3,429,172 | ||
Accrued supplemental thrift plan liability (note 7) | 2,487,668 | ||
Accrued expenses and other liabilities | 4,184,925 | ||
TOTAL LIABILITIES | 11,657,816 | ||
5.95% CUMULATIVE PREFERRED STOCK, SERIES B - | |||
7,604,687 shares at a liquidation value of $25 per share (note 5) | 190,117,175 | ||
NET ASSETS APPLICABLE TO COMMON STOCK - 30,232,786 shares (note 5) | $870,887,262 | ||
NET ASSET VALUE PER COMMON SHARE | $28.81 | ||
NET ASSETS APPLICABLE TO COMMON STOCK | |||
Common Stock, 30,232,786 shares at par value (note 5) | $30,232,786 | ||
Additional paid-in capital (note 5) | 568,202,126 | ||
Undistributed net investment income | 5,496,558 | ||
Undistributed realized gain on investments | 6,592,600 | ||
Accumulated other comprehensive income (note 7) | (4,758,553) | ||
Unallocated distributions on Preferred Stock | (8,703,937) | ||
Unrealized appreciation on investments | 273,825,682 | ||
NET ASSETS APPLICABLE TO COMMON STOCK | $870,887,262 | ||
(see notes to financial statements) |
INCOME | |||
Dividends (net of foreign withholding taxes of $580,183) | $11,175,204 | ||
Interest | 2,321,061 | $13,496,265 | |
EXPENSES | |||
Investment research | 5,226,807 | ||
Administration and operations | 2,093,936 | ||
Office space and general | 1,257,398 | ||
Auditing and legal fees | 239,000 | ||
Directors fees and expenses | 202,625 | ||
Miscellaneous taxes | 161,036 | ||
Stockholders meeting and reports | 123,525 | ||
Transfer agent, custodian and registrar fees and expenses | 122,000 | 9,426,327 | |
NET INVESTMENT INCOME | 4,069,938 | ||
REALIZED GAIN AND CHANGE IN UNREALIZED APPRECIATION ON INVESTMENTS (NOTES 1, 3 AND 4) | |||
Net realized gain on investments: | |||
Securities transactions (long-term, except for $1,688,654) | 5,281,836 | ||
Written option transactions | 214,722 | ||
5,496,558 | |||
Net increase in unrealized appreciation on investments | 34,018,225 | ||
NET GAIN ON INVESTMENTS | 39,514,783 | ||
DISTRIBUTIONS TO PREFERRED STOCKHOLDERS | (8,483,982) | ||
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $35,100,739 |
Nine Months Ended | Year Ended | ||
OPERATIONS | September 30, 2010 | December 31, 2009 | |
Net investment income | $4,069,938 | $3,400,143 | |
Net realized gain on investments | 5,496,558 | 15,219,812 | |
Net increase in unrealized appreciation | 34,018,225 | 204,253,481 | |
43,584,721 | 222,873,436 | ||
Distributions to Preferred Stockholders: | |||
From net investment income | | (3,389,107) | |
From short-term capital gains | | (1,654,369) | |
From long-term capital gains | | (6,107,907) | |
Return of capital | | (333,668) | |
Unallocated distributions | (8,483,982) | 11,047 | |
Decrease in net assets from Preferred distributions | (8,483,982) | (11,474,004) | |
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | 35,100,739 | 211,399,432 | |
OTHER COMPREHENSIVE INCOME (Note 7) | 106,605 | 1,911,451 | |
DISTRIBUTIONS TO COMMON STOCKHOLDERS | |||
From net investment income | | (3,248,669) | |
From short-term capital gains | | (1,585,814) | |
From long-term capital gains | | (5,854,806) | |
Return of capital | | (319,841) | |
DECREASE IN NET ASSETS FROM COMMON DISTRIBUTIONS | | (11,009,130) | |
CAPITAL SHARE TRANSACTIONS (NOTE 5) | |||
Value of Common Shares issued in payment of dividends and distributions | | 6,430,088 | |
Cost of Common Shares purchased | (28,643,454) | (19,553,159) | |
Benefit to Common Shareholders resulting from Preferred Shares purchased | | 546,889 | |
DECREASE IN NET ASSETS - CAPITAL TRANSACTIONS | (28,643,454) | (12,576,182) | |
NET INCREASE IN NET ASSETS | 6,563,890 | 189,725,571 | |
NET ASSETS APPLICABLE TO COMMON STOCK | |||
BEGINNING OF PERIOD | 864,323,372 | 674,597,801 | |
END OF PERIOD (including undistributed net investment income of $5,496,558 and | |||
$2,522,662, respectively) | $870,887,262 | $864,323,372 | |
(see notes to financial statements) |
The following table shows per share operating performance data, total investment return, ratios and supplemental data for the nine months ended September 30, 2010 and for each year in the five-year period ended December 31, 2009. This information has been derived from information contained in the financial statements and market price data for the Companys shares. |
Nine Months | |||||||||||
Ended | |||||||||||
September 30, 2010 | Year Ended December 31, | ||||||||||
(Unaudited) | 2009 | 2008 | 2007 | 2006 | 2005 | ||||||
PER SHARE OPERATING PERFORMANCE | |||||||||||
Net asset value, beginning of period | $27.50 | $21.09 | $38.10 | $40.54 | $39.00 | $35.49 | |||||
Net investment income | .14 | .11 | .42 | .31 | .34 | .19 | |||||
Net gain (loss) on investments - | |||||||||||
realized and unrealized | 1.45 | 6.94 | (16.15) | 3.39 | 4.72 | 5.85 | |||||
Other comprehensive income | | .07 | (.25) | .02 | .03 | | |||||
Distributions on Preferred Stock: | |||||||||||
Dividends from net investment income | | (.11) | (.11) | (.02) | (.04) | (.03) | |||||
Distributions from net short-term capital gains | | (.05) | | (.03) | (.01) | (.08) | |||||
Distributions from net long-term capital gains | | (.19) | (.27) | (.36) | (.36) | (.30) | |||||
Distributions from return of capital | | (.01) | | | | | |||||
Unallocated | (.28) | | | | | | |||||
(.28) | (.36) | (.38) | (.41) | (.41) | (.41) | ||||||
Total from investment operations | 1.31 | 6.76 | (16.36) | 3.31 | 4.68 | 5.63 | |||||
Distributions on Common Stock: | |||||||||||
Dividends from net investment income | | (.10) | (.19) | (.33) | (.29) | (.15) | |||||
Distributions from net short-term capital gains | | (.05) | | (.38) | (.04) | (.44) | |||||
Distributions from net long-term capital gains | | (.19) | (.46) | (5.04) | (2.81) | (1.53) | |||||
Distributions from return of capital | | (.01) | | | | | |||||
| (.35) | (.65) | (5.75) | (3.14) | (2.12) | ||||||
Net asset value, end of period | $28.81 | $27.50 | $21.09 | $38.10 | $40.54 | $39.00 | |||||
Per share market value, end of period | $24.38 | $23.46 | $17.40 | $34.70 | $37.12 | $34.54 | |||||
TOTAL INVESTMENT RETURN - Stockholder | |||||||||||
return, based on market price per share | 3.92%* | 36.86% | (48.20)% | 8.72% | 16.78% | 17.40% | |||||
RATIOS AND SUPPLEMENTAL DATA | |||||||||||
Net assets applicable to Common Stock, | |||||||||||
end of period (000s omitted) | $870,887 | $864,232 | $674,598 | $1,202,923 | $1,199,453 | $1,132,942 | |||||
Ratio of expenses to average net assets | |||||||||||
applicable to Common Stock | 1.50%** | 1.93% | 0.87% | 1.11% | 1.06% | 1.25% | |||||
Ratio of net income to average net assets | |||||||||||
applicable to Common Stock | 0.65%** | 0.46% | 1.31% | 0.78% | 0.86% | 0.51% | |||||
Portfolio turnover rate | 12.06%* | 24.95% | 25.52% | 31.91% | 19.10% | 20.41% | |||||
PREFERRED STOCK | |||||||||||
Liquidation value, end of period (000s omitted) | $190,117 | $190,117 | $199,617 | $200,000 | $200,000 | $200,000 | |||||
Asset coverage | 558% | 555% | 438% | 701% | 700% | 666% | |||||
Liquidation preference per share | $25.00 | $25.00 | $25.00 | $25.00 | $25.00 | $25.00 | |||||
Market value per share | $25.60 | $24.53 | $21.90 | $21.99 | $24.44 | $24.07 | |||||
*Not annualized | |||||||||||
**Annualized |
1. SIGNIFICANT ACCOUNTING POLICIES - General American Investors Company, Inc. (the Company), established in 1927, is registered |
under the Investment Company Act of 1940 as a closed-end, diversified management investment company. It is internally managed by |
its officers under the direction of the Board of Directors. |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires man- |
agement to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual |
results could differ from those estimates. |
a. SECURITY VALUATION Equity securities traded on a national securities exchange are valued at the last reported sales price on the |
last business day of the period. Equity securities reported on the NASDAQ national market are valued at the official closing price on |
that day. Listed and NASDAQ equity securities for which no sales are reported on that day and other securities traded in the over- |
the-counter market are valued at the last bid price (asked price for options written) on the valuation date. Equity securities traded pri- |
marily in foreign markets are valued at the closing price of such securities on their respective exchanges or markets. Corporate debt |
securities, domestic and foreign, are generally traded in the over-the-counter market rather than on a securities exchange. The |
Company utilizes the latest bid prices provided by independent dealers and information with respect to transactions in such securi- |
ties to determine current market value. If, after the close of foreign markets, conditions change significantly, the price of certain for- |
eign securities may be adjusted to reflect fair value as of the time of the valuation of the portfolio. Investments in money market funds |
are valued at their net asset value. Special holdings (restricted securities) and other securities for which quotations are not readily |
available are valued at fair value determined in good faith pursuant to procedures established by and under the general supervision |
of the Board of Directors. |
b. OPTIONS The Company may purchase and write (sell) put and call options. The Company purchases put options or writes call |
options to hedge the value of portfolio investments while it purchases call options and writes put options to obtain equity market |
exposure. The risk associated with purchasing an option is that the Company pays a premium whether or not the option is exercised. |
Additionally, the Company bears the risk of loss of the premium and a change in market value should the counterparty not perform |
under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. Premiums received |
from writing options are reported as a liability on the Statement of Assets and Liabilities. Those that expire unexercised are treated |
by the Company on the expiration date as realized gains on written option transactions in the Statement of Operations. The differ- |
ence between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commis- |
sions, is also treated as a realized gain, or, if the premium is less than the amount paid for the closing purchase transaction, as a real- |
ized loss on written option transactions in the Statement of Operations. If a call option is exercised, the premium is added to the pro- |
ceeds from the sale of the underlying security in determining whether the Company has realized a gain or loss on investments in the |
Statement of Operations. If a put option is exercised, the premium reduces the cost basis for the securities purchased by the Company |
and is parenthetically disclosed under cost of investments on the Statement of Assets and Liabilities. The Company as writer of an |
option bears the market risk of an unfavorable change in the price of the security underlying the written option. See Note 4 for writ- |
ten option activity. |
c. SECURITY TRANSACTIONS AND INVESTMENT INCOME Security transactions are recorded as of the trade date. Dividend income and |
distributions to stockholders are recorded as of the ex-dividend dates. Interest income, adjusted for amortization of discount and pre- |
mium on investments, is earned from settlement date and is recognized on the accrual basis. Cost of short-term investments repre- |
sents amortized cost. |
d. FOREIGN CURRENCY TRANSLATION AND TRANSACTIONS Portfolio securities and other assets and liabilities denominated in foreign |
currencies are translated into U.S. dollars based on the exchange rate of such currencies versus U.S. dollars on the date of valuation. |
Purchases and sales of securities, income and expense items denominated in foreign currencies are translated into U.S. dollars at the |
exchange rate in effect on the transaction date. Events may impact the availability or reliability of foreign exchange rates used to |
convert the U.S. dollar equivalent value. If such an event occurs, the foreign exchange rate will be valued at fair value using proce- |
dures established and approved by the Companys Board of Directors. The Company does not separately report the effect of changes |
in foreign exchange rates from changes in market prices on securities held. Such changes are included in net realized and unrealized |
gain or loss from investments on the Statement of Operations. |
Realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade |
and settlement dates on security transactions and the difference between the recorded amounts of dividends, interest, and foreign |
withholding taxes and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains |
and losses arise from changes in foreign exchange rates on foreign denominated assets and liabilities other than investments in secu- |
rities held at the end of the reporting period. |
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. |
companies as a result of, among other factors, the possibility of political or economic instability or the level of governmental super- |
vision and regulation of foreign securities markets. |
e. DIVIDENDS AND DISTRIBUTIONS The Company expects to pay dividends of net investment income and distributions of net realized |
capital and currency gains, if any, annually to common shareholders and quarterly to preferred shareholders. Dividends and distri- |
butions to common and preferred shareholders, which are determined in accordance with Federal income tax regulations are record- |
ed on the ex-dividend date. Distributions for tax and book purposes are substantially the same. Permanent book/tax differences relat- |
ing to income and gains are reclassified to paid-in capital as they arise. |
f. FEDERAL INCOME TAXES The Companys policy is to fulfill the requirements of the Internal Revenue Code applicable to regulated |
investment companies and to distribute substantially all taxable income to its stockholders. Accordingly, no provision for Federal |
income taxes is required. As of and during the period ended September 30, 2010, the Company did not have any liabilities for any |
unrecognized tax positions. The Company recognizes interest and penalties, if any, related to unrecognized tax positions as income |
tax expense in the Statement of Operations. During the period, the Company did not incur any interest or penalties. |
g. CONTINGENT LIABILITIES Amounts related to contingent liabilities are accrued if it is probable that a liability has been incurred and |
an amount is reasonably estimable. Management evaluates whether there are incremental legal or other costs directly associated with |
the ultimate resolution of a matter that are reasonably estimable and, if so, they are included in the accrual. |
h. INDEMNIFICATIONS In the ordinary course of business, the Company enters into contracts that contain a variety of indemnifications. |
The Companys maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or loss- |
es pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. |
2. FAIR VALUE MEASUREMENTS - Various data inputs are used in determining the value of the Companys investments. These inputs are |
summarized in a hierarchy consisting of the three broad levels listed below: |
Level 1 - quoted prices in active markets for identical securities (including money market funds which are valued using amortized cost |
and which transact at net asset value, typically $1 per share), |
Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.), and |
Level 3 - significant unobservable inputs (including the Companys own assumptions in determining the fair value of investments). |
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those |
securities. The following is a summary of the inputs used to value the Companys net assets as of September 30, 2010: |
Assets | Level 1 | Level 2 | Level 3 | Total | ||||
Common stocks | $983,323,027 | | $17,500,000 | $1,000,823,027 | ||||
Warrant | 2,042,250 | | | 2,042,250 | ||||
Corporate debt | | $19,860,020 | | 19,860,020 | ||||
Money market fund | 38,457,588 | | | 38,457,588 | ||||
Total | $1,023,822,865 | $19,860,020 | $17,500,000 | $1,061,182,885 |
The aggregate value of Level 3 portfolio investments changed during the nine months ended September 30, 2010 as follows: | |
Level 3 | |
Fair value at December 31, 2009 | $16,850,000 |
Net change in unrealized appreciation on investments | 650,000 |
Fair value at September 30, 2010 | $17,500,000 |
3. PURCHASES AND SALES OF SECURITIES - Purchases and sales of securities (other than short-term securities and options) for the nine |
months ended September 30, 2010 amounted to $118,121,381 and $139,340,515, on long transactions, respectively. |
4. WRITTEN OPTIONS - Transactions in written covered call and collateralized put options during the nine months ended September 30, |
2010 were as follows: |
Covered Call | Collateralized Put | ||||||
Contracts | Premiums | Contracts | Premiums | ||||
Options outstanding, December 31, 2009 | | | 250 | $46,223 | |||
Options written | 1,655 | $168,500 | | | |||
Options expired | (1,655) | (168,500) | (250) | (46,223) | |||
Options outstanding, September 30, 2010 | 0 | $0 | 0 | $0 |
5. CAPITAL STOCK AND DIVIDEND DISTRIBUTIONS - The authorized capital stock of the Company consists of 50,000,000 shares of |
Common Stock, $1.00 par value, and 10,000,000 shares of Preferred Stock, $1.00 par value. With respect to the Common Stock, |
30,232,786 shares were issued and outstanding; 8,000,000 Preferred Shares were originally issued and 7,604,687 were outstanding on |
September 30, 2010. |
On September 24, 2003, the Company issued and sold 8,000,000 shares of its 5.95% Cumulative Preferred Stock, Series B in an under- |
written offering. The Preferred Shares were noncallable for the 5 year period ended September 24, 2008 and have a liquidation prefer- |
ence of $25.00 per share plus accumulated and unpaid dividends to the date of redemption. On December 10, 2008, the Board of |
Directors authorized the repurchase of 1 million Preferred Shares in the open market at prices below $25.00 per share. A total of 395,313 |
Preferred Shares have been repurchased at an aggregate cost of $9,276,538, an average cost per share of $23.47, through December 31, |
2009; no Preferred Shares were repurchased during the nine months ended September 30, 2010. The average discount of $1.53 per |
Preferred Share, $606,287 in the aggregate, was credited to additional paid-in capital of Common Stock. |
The Company is required to allocate distributions from long-term capital gains and other types of income proportionately among hold- |
ers of shares of Common Stock and Preferred Stock. To the extent that dividends on the shares of Preferred Stock are not paid from |
long-term capital gains, they will be paid from ordinary income or net short-term capital gains or will represent a return of capital. |
Under the Investment Company Act of 1940, the Company is required to maintain an asset coverage of at least 200% of the Preferred |
Stock. In addition, pursuant to Moodys Investor Service, Inc. Rating Agency Guidelines, the Company is required to maintain a cer- |
tain discounted asset coverage for its portfolio that equals or exceeds a Basic Maintenance Amount. The Company has met these |
requirements since the issuance of the Preferred Stock. If the Company fails to meet these requirements in the future and does not cure |
such failure, the Company may be required to redeem, in whole or in part, shares of Preferred Stock at a redemption price of $25.00 per |
share plus accumulated and unpaid dividends. In addition, failure to meet the foregoing asset coverage requirements could restrict the |
Companys ability to pay dividends on shares of Common Stock and could lead to sales of portfolio securities at inopportune times. |
The holders of Preferred Stock have voting rights equivalent to those of the holders of Common Stock (one vote per share) and, gen- |
erally, vote together with the holders of Common Stock as a single class. |
Holders of Preferred Stock elect two members of the Companys Board of Directors and the holders of Preferred and Common Stock, |
voting as a single class, elect the remaining directors. If the Company fails to pay dividends on the Preferred Stock in an amount equal |
to two full years dividends, the holders of Preferred Stock will have the right to elect a majority of the directors. In addition, the |
Investment Company Act of 1940 requires that approval of the holders of a majority of any outstanding Preferred Shares, |
voting separately as a class, would be required to (a) adopt any plan of reorganization that would adversely affect the Preferred Stock |
and (b) take any action requiring a vote of security holders, including, among other things, changes in the Companys subclassification |
as a closed-end investment company or changes in its fundamental investment policies. |
5. CAPITAL STOCK AND DIVIDEND DISTRIBUTIONS - (Continued from bottom of previous page.) |
The Company presents its Preferred Stock, for which its redemption can be outside of the Companys control, outside of the net assets |
applicable to Common Stock in the Statement of Assets and Liabilities. |
Transactions in Common Stock during the nine months ended September 30, 2010 and the year ended December 31, 2009 were as follows: |
Shares | Amount | ||||||
2010 | 2009 | 2010 | 2009 | ||||
Increase in par value of shares issued in payment of dividends and | |||||||
distributions (includes 281,281 shares issued from treasury) | | 281,281 | | $281,281 | |||
Increase in paid-in capital | | 6,148,807 | |||||
Total increase | | 6,430,088 | |||||
Decrease in par value of shares purchased (average discount from | |||||||
NAV of 14.5% and13.6%, respectively) | 1,192,429 | 836,938 | ($1,192,429) | (836,938) | |||
Decrease in paid-in capital | (27,451,025) | (18,716,221) | |||||
Total decrease | (28,643,454) | (19,553,159) | |||||
Net decrease | ($28,643,454) | ($13,123,071) |
At September 30, 2010, the Company held in its treasury 1,748,086 shares of Common Stock with an aggregate cost in the amount of |
$41,997,676. |
6. OFFICERS COMPENSATION - The aggregate compensation paid and accrued by the Company pertaining to the nine months ended |
September 30, 2010 to its officers (identified on back cover) amounted to $5,038,100. |
7. BENEFIT PLANS - The Company has funded (qualified) and unfunded (supplemental) noncontributory defined benefit pension plans |
that cover its employees. The plans provide defined benefits based on years of service and final average salary with an offset for a por- |
tion of social security covered compensation. The components of the net periodic benefit cost (income) of the plans for the nine months |
ended September 30, 2010 were: |
Service cost | $299,432 | ||
Interest cost | 593,938 | ||
Expected return on plan assets | (851,444) | ||
Amortization of prior service cost | 34,507 | ||
Recognized net actuarial loss | 151,815 | ||
Net periodic benefit cost | $228,248 |
The Company recognizes the overfunded or underfunded status of a defined benefit postretirement plan as an asset or liability in the |
Statement of Assets and Liabilities and recognizes changes in funded status in the year in which the changes occur through other com- |
prehensive income. |
The Company also has funded (qualified) and unfunded (supplemental) defined contribution thrift plans that are available to its employ- |
ees. The aggregate cost of such plans for the nine months ended September 30, 2010 was $219,823. The qualified thrift plan acquired |
23,100 shares of the Companys Common Stock during the nine months ended September 30, 2010 and held 539,786 shares of the |
Companys Common Stock at September 30, 2010. |
8. OPERATING LEASE COMMITMENT - In September 2007, the Company entered into an operating lease agreement for office space which |
expires in February 2018 and provided for future rental payments in the aggregate amount of approximately $10,755,000, net of con- |
struction credits. The lease agreement contains clauses whereby the Company receives free rent for a specified number of months and |
credit towards construction of office improvements, and incurs escalations annually relating to operating costs and real property taxes |
and to annual rent charges beginning in February 2013. The Company has the option to renew the lease after February 2018 for five |
years at market rates. Rental expense approximated $829,000 for the nine months ended September 30, 2010. Minimum rental commit- |
ments under the operating lease are approximately $1,075,000 per annum in 2011 through 2012, $1,183,000 in 2013 through 2017, and |
$99,000 in 2018. |
9. LITIGATION - The Company is subject to a legal action arising from a construction workers personal injury that is covered under |
the terms of its insurance policies. Defense and legal costs are being funded by the insurer; damages of an amount that is immaterial |
to the Company are being negotiated at this time. No liabilities or expenses have been incurred by the Company to date. |
Purchases of the Companys Common Stock as set forth in Note 5 on page 10, may be made at such times, at such prices, in such amounts and in |
such manner as the Board of Directors may deem advisable. |
The policies and procedures used by the Company to determine how to vote proxies relating to portfolio securities and the Companys proxy voting |
record for the twelve-month period ended June 30, 2010 are available: (1) without charge, upon request, by calling us at our toll-free telephone num- |
ber (1-800-436-8401), (2) on the Companys website at www.generalamericaninvestors.com and (3) on the Securities and Exchange Commissions |
website at www.sec.gov. |
In addition to distributing financial statements as of the end of each quarter, General American Investors files a Quarterly Schedule of Portfolio |
Holdings (Form N-Q) with the Securities and Exchange Commission (SEC) as of the end of the first and third calendar quarters. The Companys |
Forms N-Q are available at www.generalamericaninvestors.com and on the SECs website: www.sec.gov. Also, Forms N-Q may be reviewed and |
copied at the SECs Public Reference Room in Washington, DC. Information on the operation of the SECs Public Reference Room may be obtained |
by calling 1-800-SEC-0330. A copy of the Companys Form N-Q may also be obtained by calling us at 1-800-436-8401. |
On May 12, 2010, the Company submitted a CEO annual certification to the New York Stock Exchange (NYSE) on which the Companys prin- |
cipal executive officer certified that he was not aware, as of that date, of any violation by the Company of the NYSEs Corporate Governance list- |
ing standards. In addition, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and related SEC rules, the Companys principal executive |
and principal financial officer made quarterly certifications, included in filings with the SEC on Forms N-CSR and N-Q relating to, among other |
things, the Companys disclosure controls and procedures and internal control over financial reporting, as applicable. |
DIRECTORS | |
Spencer Davidson, Chairman | |
Sidney R. Knafel, Lead Independent Director | |
Arthur G. Altschul, Jr. | Betsy F. Gotbaum |
Rodney B. Berens | Daniel M. Neidich |
Lewis B. Cullman | D. Ellen Shuman |
Gerald M. Edelman | Raymond S. Troubh |
John D. Gordan, III | |
OFFICERS | |
Spencer Davidson, President & Chief Executive Officer | |
Andrew V. Vindigni, Senior Vice-President | |
Sally A. Lynch, Vice-President | |
Michael W. Robinson, Vice-President | |
Eugene S. Stark, Vice-President, Administration & | |
Chief Compliance Officer | |
Jesse R. Stuart, Vice-President | |
Diane G. Radosti, Treasurer | |
Carole Anne Clementi, Secretary | |
Craig A. Grassi, Assistant Vice-President | |
Maureen E. LoBello, Assistant Secretary | |
SERVICE COMPANIES | |
COUNSEL | TRANSFER AGENT AND REGISTRAR |
Sullivan & Cromwell LLP | American Stock Transfer & Trust |
Company, LLC | |
INDEPENDENT AUDITORS | 59 Maiden Lane |
Ernst & Young LLP | New York, NY 10038 |
1-800-413-5499 | |
CUSTODIAN | www.amstock.com |
State Street Bank and | |
Trust Company |