ADAMS DIVERSIFIED EQUITY FUND, INC. - FORM N-Q - SEPTEMBER 30, 2016

FORM N-Q

 

 

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number: 811-00248
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ADAMS DIVERSIFIED EQUITY FUND, INC.
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(Exact name of registrant as specified in charter)

 

 

500 East Pratt Street, Suite 1300, Baltimore, Maryland 21202
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(Address of principal executive offices)

 

 

Lawrence L. Hooper, Jr.
Adams Diversified Equity Fund, Inc.
500 East Pratt Street, Suite 1300
Baltimore, Maryland 21202

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(Name and address of agent for service)

 

 

Registrant's telephone number, including area code: (410) 752-5900
Date of fiscal year end: December 31
Date of reporting period: September 30, 2016

Item 1. Schedule of Investments.


SCHEDULE OF INVESTMENTS

 

September 30, 2016 (unaudited)

 

    Shares     Value (A)  

Common Stocks — 97.5%

  

 

Consumer Discretionary — 11.8%

  

Amazon.com, Inc. (B)

    50,000      $ 41,865,500   

Comcast Corp. (Class A)

    559,800        37,137,132   

Dollar General Corp.

    149,637        10,473,093   

Hanesbrands Inc.

    316,700        7,996,675   

Lowe's Companies, Inc.

    405,000        29,245,050   

Magna International Inc.

    252,000        10,823,400   

Consumer Discretionary Select Sector SPDR Fund (G)

    129,105        10,333,564   

Starbucks Corporation

    251,300        13,605,382   

Walt Disney Co.

    184,800        17,160,528   
   

 

 

 
      178,640,324   
   

 

 

 

Consumer Staples — 9.4%

   

Coca-Cola Co.

    465,000        19,678,800   

CVS Health Corp.

    265,600        23,635,744   

Kroger Co.

    282,900        8,396,472   

PepsiCo, Inc. (F)

    230,400        25,060,608   

Philip Morris International Inc.

    323,300        31,431,226   

Procter & Gamble Co.

    131,850        11,833,537   

Spectrum Brands Holdings, Inc. (G)

    88,100        12,130,489   

Walmart Stores, Inc.

    156,800        11,308,416   
   

 

 

 
      143,475,292   
   

 

 

 

Energy — 7.9%

   

Adams Natural Resources Fund, Inc. (C)

    2,186,774        43,582,406   

Chevron Corp.

    218,000        22,436,560   

Concho Resources Inc. (B)

    57,500        7,897,625   

EOG Resources, Inc.

    151,200        14,622,552   

Exxon Mobil Corp. (F)

    101,000        8,815,280   

Halliburton Co.

    354,400        15,905,472   

Marathon Petroleum Corp.

    166,000        6,737,940   
   

 

 

 
      119,997,835   
   

 

 

 

Financials — 13.5%

   

Allstate Corp.

    162,800        11,262,504   

American International Group, Inc.

    263,000        15,606,420   

Bank of America Corp.

    1,140,500        17,848,825   

BlackRock, Inc.

    58,200        21,095,172   

Chubb Ltd.

    171,600        21,561,540   

Goldman Sachs Group, Inc.

    120,300        19,400,781   

Intercontinental Exchange, Inc.

    83,200        22,410,752   

JPMorgan Chase & Co.

    241,200        16,061,508   

Prudential Financial, Inc.

    189,100        15,440,015   

Raymond James Financial, Inc.

    205,000        11,933,050   

Wells Fargo & Co.

    719,000        31,837,320   
   

 

 

 
      204,457,887   
   

 

 

 

 

4


SCHEDULE OF INVESTMENTS (CONTINUED)

 

September 30, 2016 (unaudited)

 

    Shares     Value (A)  

Health Care — 14.4%

   

AbbVie, Inc.

    380,000      $ 23,966,600   

Aetna Inc.

    183,900        21,231,255   

Allergan plc (B)

    107,096        24,665,280   

Biogen Inc. (B)

    47,000        14,712,410   

Cigna Corp.

    145,800        19,000,656   

Edwards Lifesciences Corp. (B)

    194,800        23,485,088   

Gilead Sciences, Inc.

    55,500        4,391,160   

Health Care Select Sector SPDR Fund (G)

    145,800        10,513,638   

Johnson & Johnson

    64,000        7,560,320   

Merck & Co., Inc.

    351,500        21,937,115   

Pfizer Inc.

    702,940        23,808,578   

Thermo Fisher Scientific Inc.

    145,400        23,127,324   
   

 

 

 
      218,399,424   
   

 

 

 

Industrials — 9.3%

   

Boeing Co.

    205,000        27,006,700   

Delta Air Lines, Inc.

    311,900        12,276,384   

Dover Corp.

    176,000        12,960,640   

FedEx Corp.

    80,000        13,974,400   

General Electric Co.

    246,500        7,301,330   

Honeywell International Inc.

    209,400        24,413,946   

Industrial Select Sector SPDR Fund (G)

    152,900        8,926,302   

Robert Half International Inc.

    202,500        7,666,650   

Union Pacific Corp.

    278,000        27,113,340   
   

 

 

 
      141,639,692   
   

 

 

 

Information Technology — 21.6%

  

 

Adobe Systems Inc.

    176,000        19,103,040   

Alphabet Inc. (Class A) (B)

    35,500        28,544,130   

Alphabet Inc. (Class C) (B)

    35,597        27,669,192   

Apple Inc. (F)

    480,500        54,320,525   

Cisco Systems, Inc.

    446,000        14,147,120   

Citrix Systems, Inc. (B)

    107,800        9,186,716   

Facebook, Inc. (Class A) (B)

    303,300        38,904,291   

Hewlett Packard Enterprise Co.

    485,600        11,047,400   

Lam Research Corp.

    127,600        12,084,996   

MasterCard, Inc. (Class A)

    230,000        23,407,100   

Microsoft Corp.

    836,800        48,199,680   

NXP Semiconductors N.V. (B)

    62,200        6,345,022   

Oracle Corp.

    221,000        8,680,880   

Visa Inc. (Class A)

    322,000        26,629,400   
   

 

 

 
      328,269,492   
   

 

 

 

Materials — 2.1%

   

Dow Chemical Co.

    154,700        8,018,101   

LyondellBasell Industries N.V. (Class A)

    186,000        15,002,760   

PPG Industries, Inc.

    85,000        8,785,600   
   

 

 

 
      31,806,461   
   

 

 

 

Real Estate — 2.6%

  

 

American Tower Corp.

    105,000        11,899,650   

Boston Properties, Inc.

    85,300        11,625,537   

Simon Property Group, Inc.

    77,000        15,939,770   
   

 

 

 
      39,464,957   
   

 

 

 

Telecommunication Services — 2.0%

  

 

SBA Communications Corp. (Class A) (B)

    90,000        10,094,400   

Verizon Communications Inc.

    389,000        20,220,220   
   

 

 

 
      30,314,620   
   

 

 

 

 

5


SCHEDULE OF INVESTMENTS (CONTINUED)

 

September 30, 2016 (unaudited)

 

    Shares     Value (A)  

Utilities — 2.9%

   

DTE Energy Company

    121,400      $ 11,371,538   

Edison International

    149,800        10,823,050   

NextEra Energy, Inc.

    111,800        13,675,376   

Pinnacle West Capital Corp.

    107,500        8,168,925   
   

 

 

 
      44,038,889   
   

 

 

 

Total Common Stocks

  

 

(Cost $1,090,948,412)

  

    1,480,504,873   
   

 

 

 

Other Investments — 0.0%

  

 

Financial — 0.0%

  

 

Adams Funds Advisers, LLC (B) (D)
(Cost $150,000)

      93,000   
   

 

 

 

Short-Term Investments — 2.2%

  

 

Money Market Funds — 2.2%

  

 

Fidelity Institutional Money Market – Money Market Portfolio (Institutional Class), 0.44% (E)

    17,787,019        17,787,019   

Northern Institutional Treasury Portfolio, 0.26% (E)

    15,410,081       
15,410,081
  
   

 

 

 
   

Total Short-Term Investments

   

(Cost $33,197,100)

      33,197,100   
   

 

 

 

Securities Lending Collateral — 2.6%

   

(Cost $39,614,944)

   

Money Market Funds — 2.6%

  

 

Northern Institutional Funds Liquid Assets Portfolio, 0.45% (E)

    39,614,944       
39,614,944
  
   

 

 

 

Total Investments — 102.3% of Net Assets

   

(Cost $1,163,910,456)

    $ 1,553,409,917   
   

 

 

 

 

Total Return Swap
Agreements — (0.1)%
  Type of
Contract
  Counterparty     Termination
Date
    Notional
Amount
   

Unrealized

Appreciation

(Assets)

   

Unrealized

Depreciation

(Liabilities)

 

Receive positive total return (pay negative total return) on 200,200 shares of Salesforce.com Inc. common stock and pay financing amount based on Notional Amount and daily U.S. Federal Funds rate plus 0.55%.

  Long    
Morgan Stanley
      
10/13/2017
     $
15,020,742
     $      $ (748,794

Receive negative total return (pay positive total return) on 322,100 shares of Technology Select Sector SPDR Fund and pay financing amount based on Notional Amount and daily U.S. Federal Funds rate less 0.45%.

  Short    
Morgan Stanley
      
10/13/2017
      
(15,001,196
           (452,174
         

 

 

   

 

 

 

Gross Unrealized Loss on Open Total Return Swap Agreements

  

    $      $ (1,200,968
         

 

 

   

 

 

 

Net Unrealized Loss on Open Total Return Swap Agreements

  

      $ (1,200,968
           

 

 

 

 

Notes:

(A) Common stocks are listed on the New York Stock Exchange or the NASDAQ and are valued at the last reported sale price on the day of valuation.
(B) Presently non-dividend paying.
(C) Non-controlled affiliate, a closed-end sector fund, registered as an investment company under the Investment Company Act of 1940.
(D) Controlled affiliate valued using fair value procedures.
(E) Rate presented is as of period-end and represents the annualized yield earned over the previous seven days.
(F) A portion of the position is pledged as collateral for open swap agreements. The aggregate market value of pledged securities is $1,422,775.
(G) All or a portion of shares held are on loan.

 

See accompanying notes.

 

NOTES TO SCHEDULES OF INVESTMENTS AND OUTSTANDING TOTAL RETURN SWAP AGREEMENTS (Unaudited)

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Adams Diversified Equity Fund, Inc. (the "Fund") is registered under the Investment Company Act of 1940 ("1940 Act") as a diversified investment company. The Fund is an internally-managed closed-end fund whose investment objectives are preservation of capital, the attainment of reasonable income from investments, and an opportunity for capital appreciation.

1. SIGNIFICANT ACCOUNTING POLICIES

Affiliates - The 1940 Act defines "affiliated companies" as those companies in which the Fund owns 5% or more of the outstanding voting securities. Additionally, those companies in which the Fund owns more than 25% of the outstanding voting securities are considered to be "controlled" by the Fund.

Activity related to the Fund's investment in affiliated companies for the period ended September 30, 2016 is as follows:


Affiliated
Company

 


Purchase
Cost

 


Sales
Cost

 

Investments
in Securities,
at Cost

 


Dividend
Income

 

Net Realized
Gain on Security
Transactions

 

Value
September 30, 2016

 

Value
December 31, 2015

 

Change in Unrealized Appreciation on Investments

Adams Natural Resources Fund, Inc. ("PEO")

 

$--

 

$--

 

$34,735,404

 

$546,694

 

$109,339

 

$43,582,406

 

$38,793,371

 

$4,789,035

Adams Funds Advisers, LLC ("AFA")

 

--

 

--

 

150,000

 

--

 

--

 

93,000

 

317,000

 

(224,000)

Total

 

$--

 

$--

 

$34,885,404

 

$546,694

 

$109,339

 

$43,675,406

 

$39,110,371

 

$4,565,035

PEO - The Fund owns 2,186,774 shares of PEO, a non-diversified, closed-end investment company, representing 8% of its outstanding shares. The Fund accounts for PEO as a portfolio investment that meets the definition of a non-controlled affiliate.

AFA - In April, 2015, Fund shareholders authorized the Fund to provide investment advisory services to external parties, and the Securities and Exchange Commission granted no action relief under section 12(d)(3) of the 1940 Act to allow the Fund to create a separate, wholly-owned entity for this purpose. The Fund provided the initial capital for the start-up costs of AFA, a Maryland limited liability company, and the Fund is the sole member and General Manager, as provided by the Operating Agreement between AFA and the Fund. This structure mitigates the risk of potential liabilities for the Fund associated with any claims that may arise from AFA during the ordinary course of conducting its business. Given that AFA is an operating company that provides no services to the Fund, the Fund accounts for AFA as a portfolio investment that meets the definition of a controlled affiliate.

In October 2015, AFA began providing advisory services to an external party. AFA earns advisory fee revenue based on assets under management. AFA's profit can fluctuate due to the level of assets under management, as driven by the number of client relationships, level of client investment activity, and client investment performance, and will impact the Fund's valuation of its investment in AFA. As of September 30, 2016, AFA had assets under management of $46.7 million invested entirely from one client; failure to maintain this existing relationship or to develop new relationships could impact AFA's ability to generate revenue. To the extent that AFA's operating costs exceed its revenue earned, the Fund may be required to provide additional capital to AFA. For tax purposes, AFA's revenues and expenses are consolidated with those of the Fund and, as such, the advisory fee revenue generated by AFA is monitored closely to ensure that it does not exceed an amount that would jeopardize the Fund's status as a regulated investment company.

Investment Transactions - The Fund's investment decisions are made by the portfolio management team with recommendation from the research staff. Policies and procedures are in place covering the allocation of investment opportunities among the Fund and its affiliates to protect the Fund from potential conflicts of interests. Investment transactions are accounted for on the trade date. Realized gains and losses on sales of investments are recorded on the basis of specific identification.

Valuation - The Fund's financial instruments are reported at fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Fund has a Valuation Committee ("Committee") to ensure that financial instruments are appropriately priced at fair value in accordance with accounting principles generally accepted in the United States ("GAAP") and the 1940 Act. Subject to oversight by the Board of Directors, the Committee establishes methodologies and procedures to value securities for which market quotations are not readily available.

GAAP establishes the following fair value hierarchy that categorizes inputs used to measure fair value:

Investments in securities traded on national security exchanges are valued at the last reported sale price on the day of valuation. Over-the-counter and listed securities for which a sale price is not available are valued at the last quoted bid price. Money market funds are valued at net asset value. These securities are generally categorized as Level 1 in the hierarchy.

Short-term investments (excluding money market funds) are valued at amortized cost, which approximates fair value. Total return swap agreements are valued using independent, observable inputs, including underlying security prices, dividends, and interest rates. These securities are generally categorized as Level 2 in the hierarchy.

The Fund's investment in its controlled affiliate, AFA, is valued by methods deemed reasonable in good faith by the Committee. The Committee uses market-based valuation multiples, including price-to-earnings and price-to-book value, and discounted free cash flow analysis, or a combination thereof, to estimate fair value. The Committee also considers discounts for illiquid investments, such as AFA. Fair value determinations are reviewed on a regular basis and updated as needed. Due to the inherent uncertainty of the value of Level 3 assets, estimated fair value may differ significantly from the value that would have been used had an active market existed. Given the absence of market quotations or observable inputs, the Fund's investment in AFA is categorized as Level 3 in the hierarchy.

At September 30, 2016, the Fund's financial instruments were classified as follows:

Assets:

Level 1

 

Level 2

 

Level 3

 

Total

Common stocks

$1,480,504,873

 

$--

 

$--

 

$1,480,504,873

Other investments

--

--

93,000

93,000

Short-term investments

33,197,100

--

--

33,197,100

Securities lending collateral

39,614,944

 

--

 

--

 

39,614,944

Total investments

$1,553,316,917

 

$--

 

$93,000

 

$1,553,409,917

               
Liabilities:              

Total return swap agreements*

--

 

$(1,200,968)

 

--

 

$(1,200,968)

*Unrealized appreciation (depreciation)

 

 

 

The following is a reconciliation of the change in the value of Level 3 investments:

Balance as of December 31, 2015

 

$317,000

Purchases  
--

Change in unrealized appreciation of investments

 

(224,000)

Balance as of September 30, 2016

 

$93,000

There were no transfers between levels during the period ended September 30, 2016.

2. FEDERAL INCOME TAXES

As of September 30, 2016, the identified cost of securities for federal income tax purposes was $1,163,792,472 and net unrealized appreciation aggregated $389,617,445, consisting of gross unrealized appreciation of $408,974,758 and gross unrealized depreciation of $19,357,313.

3. INVESTMENT TRANSACTIONS

Purchases and sales of portfolio investments, other than short-term investments and derivative transactions, during the period ended September 30, 2016 were $290,897,184 and $322,282,682, respectively.

4. DERIVATIVES

During the period ended September 30, 2016, the Fund invested in derivative instruments. The Fund may use derivatives for a variety of purposes, including, but not limited to, the ability to obtain leverage, to gain or limit exposure to particular market sectors or securities, to provide additional income, and/or to limit equity price risk in the normal course of pursuing its investment objectives. The financial derivative instruments outstanding as of period-end are indicative of the volume of financial derivative activity for the period.

Total Return Swap Agreements - The Fund may use total return swap agreements to manage exposure to certain risks and/or enhance performance. Total return swap agreements are bilateral contracts between the Fund and a counterparty in which the Fund, in the case of a long contract, agrees to receive the positive total return (and pay the negative total return) of an underlying equity security and to pay a financing amount, based on a notional amount and a referenced interest rate, over the term of the contract. In the case of a short contract, the Fund agrees to pay the positive total return (and receive the negative total return) of the underlying equity security and to receive or pay a financing rate, based on a notional amount and a referenced interest rate, over the term of the contract. The fair value of each total return swap agreement is determined daily with the change in the fair value recorded as an unrealized gain or loss. Upon termination of a swap agreement, the Fund recognizes a realized gain (loss) on total return swap agreements equal to the net receivable (payable) amount under the terms of the agreement.

Total return swap agreements entail risks associated with counterparty credit, liquidity, and equity price risk. Such risks include that the Fund or the counterparty may default on its obligation, that there is no liquid market for these agreements, and that there may be unfavorable changes in the price of the underlying equity security. To mitigate the Fund's counterparty credit risk, the Fund enters into master netting and collateral arrangements with the counterparty. A master netting agreement allows either party to terminate the contract prior to termination date and to net amounts due across multiple contracts upon settlement, providing for a single net settlement with a counterparty. The Fund's policy is to net all derivative instruments subject to a netting agreement.

A collateral arrangement requires each party to provide collateral with a value, adjusted daily and subject to a minimum transfer amount, equal to the net amount owed to the other party under the contract. The counterparty provides cash collateral to the Fund and the Fund provides collateral by segregating portfolio securities, subject to a valuation allowance, into a tri-party account at its custodian. As of September 30, 2016, securities with a value of $1,422,775 were pledged by the Fund, and no cash collateral was held by the Fund.

5. PORTFOLIO SECURITIES LOANED

The Fund makes loans of securities to approved brokers to earn additional income. It receives as collateral cash deposits valued at 102% of the value of the securities on loan. The market value of the loaned securities is calculated based upon the most recent closing prices and any additional required collateral is delivered to the Fund on the next business day. Cash deposits are placed in a registered money market fund. The Fund accounts for securities lending transactions as secured financing and retains a portion of the income from lending fees and interest on the investment of cash collateral. The Fund also continues to receive dividends on the securities loaned. Gain or loss in the fair value of securities loaned that may occur during the term of the loan will be for the account of the Fund. At September 30, 2016, the Fund had securities on loan of $39,199,240 and held cash collateral of $39,614,944. The Fund is indemnified by the Custodian, serving as lending agent, for loss of loaned securities and has the right under the lending agreement to recover the securities from the borrower on demand.

Item 2. Controls and Procedures.

(a) The registrant's principal executive officer and principal financial officer have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the 1940 Act) are effective based on their evaluation of the disclosure controls and procedures as of a date within 90 days of the filing date of this report.

(b) There have been no significant changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant's last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting.

Item 3. Exhibits.

The certifications of the principal executive officer and principal financial officer pursuant to Rule 30a-2(a) under the 1940 Act are attached hereto as Form N-Q Certifications.

                                                                              
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. 
 
Adams Diversified Equity Fund, Inc.
 
By:  /s/ Mark E. Stoeckle
  Mark E. Stoeckle
  Chief Executive Officer and President
  (Principal Executive Officer) 
 
Date:  October 21, 2016
 
 
  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/ Mark E. Stoeckle
  Mark E. Stoeckle
  Chief Executive Officer and President
  (Principal Executive Officer) 
 
Date:  October 21, 2016
 
 
 
By:  /s/ Brian S. Hook 
  Brian S. Hook 
  Vice President, Chief Financial Officer and Treasurer 
  (Principal Financial Officer) 
 
Date:  October 21, 2016